DRAFT DEED OF SUB LEASE

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1 1 Draft Deed of Sub-lease DRAFT DEED OF SUB LEASE THIS DEED OF SUB LEASE ( Sub-lease ) entered into at Chennai on this the day of between M/s. Tamil Nadu Road Development Company Limited with its Registered Office at Sindur Panthion Plaza, 2 nd Floor, No.346, Pantheon Road, Egmore, Chennai , represented by its , Mr.., hereinafter known as TNRDC, which expression shall unless repugnant to the context mean and include its successors and assigns, of the One Part; AND M/s ( ) with its Registered Office at., represented by its., Mr. hereinafter known as the Lessee, which expression shall unless repugnant to the context mean and include its successors and assigns, of the Other Part. WITNESSETH: Whereas the objects for which TNRDC is incorporated includes the object of evolving, establishing, operating and maintaining Amenity Centers along side highways and roads Whereas by an allotment order dated , the State Industries Promotion Corporation of Tamil Nadu Limited ( SIPCOT ) had allotted the schedule mentioned property ( Plot ) to TNRDC on 99 years lease for developing an Amenity Center upon the terms and conditions stated in that allotment order; Whereas SIPCOT and TNRDC entered into a memorandum of lease deed ( Principal Deed ) dated and a Deed of Surrender of Lease dated 31 st January 2008, setting out the rights and obligations inter-se; Whereas TNRDC has the right to sub-lease the Plot for the setting up of an Amenity Center through other persons and has entered into this Sub-lease for setting up an Amenity Center through the Lessee.

2 2 Draft Deed of Sub-lease Whereas this Sub-lease is entered into for the purpose of Development of a World Class Amenity Center under a Design, Build, Finance, Operate and Transfer (DBFOT) basis. NOW THIS AGREEMENT WITNESSETH: 1. That in consideration of this Sub-lease, the Lessee has paid the Lumpsum Land Lease Rent (LLLR) of Rs... (Rupees only). 2. The Lumpsum Land Lease Rent is for the grant of this sub-lease for 90 (ninety) years term specified in this Agreement and as and when every year commences, an amount representing 1/90 of the LLLR shall be appropriated towards rent for grant of sub-lease for the year. Year shall mean the period 1 st of April to 31 st of March. However the LLLR paid by the Lessee is non-refundable. 3. When an amount representing 1/90 of the LLLR stands appropriated towards rent on commencement of every year during the term of 90 years, the balance unappropriated LLLR shall remain as advance and does not constitute rent 4. On expiry of the 90 years term of the sub-lease, the LLLR shall stand fully appropriated towards the rent for the term of sub-lease. The LLLR shall not bear any interest and TNRDC is not liable to pay any interest on the LLLR. Two (2) years before the sub-lease expiry date, the Lessee should start making suitable arrangements for handing over the land and immovable structures created by the Lessee to TNRDC. At the end of the Sub-Lease period, the land as well as the immovable structures created by the Lessee would revert back to TNRDC free of cost and free of all encumbrances. 5. In addition to the LLLR the Lessee shall have to pay Supplemental Annual Land Lease Rent (SALLR) of Rs.20,000/- (Rupees twenty thousand only) for 90 (ninety) years sub-lease period.

3 3 Draft Deed of Sub-lease 6. Where the Lessee fails to pay SALLR hereunder or to pay any other sums due or to perform any of the other terms and provisions of this lease or commits a breach of this agreement then in addition to all other rights TNRDC shall have the right to appropriate the unappropriated portion of the LLLR to compensate TNRDC at its discretion. 7. TNRDC hereby hands over possession of the Plot to ( ) and ( ) takes the Plot aforesaid on lease for a period of 90 (ninety) years. The Lessee hereby agrees to strictly abide by the conditions of the Principal Deed and also the terms and conditions of this Sub-lease. 8. The Lessee enters upon and takes possession as Lessee of the Plot as it is, in consideration whereof the Lessee has paid the charges above said. 9. The Lessee shall execute, if required, any agreements with SIPCOT for provision of amenities. 10. TNRDC reserves the right to cancel this Sub-lease for non-compliance of the terms and conditions of this Sub-lease, including non-payment of dues. On such cancellation, the Lessee shall have no right to claim any amount paid towards rent the Sub-lease. The Lessee also agrees that SIPCOT shall have the right to cancel the Sub-lease and forfeit any amount received by it towards the provision of amenities or development works, for any breach of the conditions of the Principal Deed. 11. Annual maintenance charges for the common amenities and facilities like roads, street lights, sanitation, drainage, sewerage, common buildings, gardens, avenue plants, parks, etc. will from time to time be apportioned among the allottees in the industrial park in which the above Plot is situated. The Lessee shall pay the same without any demur within the period prescribed by SIPCOT. Non-payment on due date will automatically entail interest at such rate as may be prescribed from time to time by SIPCOT. This is without prejudice to the right of TNRDC or SIPCOT to treat the non-payment by due-date as breach of the conditions of the Principal Deed.

4 4 Draft Deed of Sub-lease 12. The Lessee shall utilise the Plot only for setting up and operating a World Class Amenity Center. All buildings to be constructed in the Plot pursuant to such purpose should be in conformity with the development control rules of the appropriate planning authority. 13. All survey and other marks demarcating the boundaries of the Plot shall be properly reserved and kept in good condition by the Lessee at all times. 14. The Lessee shall not put up any temporary or semi permanent structure in the Plot except during the period of construction or re-construction in future. No construction with katcha or inflammable materials will be permitted on the Plot. 15. The Lessee shall insure all the fixed assets in the Plot and renew the insurance periodically. During the period of the Sub-lease and thereafter the Lessee shall at its expense keep the buildings, premises and other structures clean, free from defect and in good condition. 16. TNRDC/SIPCOT shall have the right to enter upon and inspect the Plot, during the currency of the lease at all times. 17. It shall be open to the Lessee to ask for in writing and for TNRDC to grant a No Objection Certificate, with or without condition, to enable the Lessee to mortgage its interest in the Plot, at any time after taking possession for obtaining financial assistance from the financial institutions and the banks for implementing the project in the Plot. The Lessee, however, shall not offer the Plot as a collateral security to avail loan for other purposes/sister concerns, etc. 18. TNRDC agrees to ensure free ingress and egress of Lessee s men, employees, agents and servants and also unhindered vehicle movements to and from the Plot for the purpose of Lessee s business. 19. TNRDC covenants that, on paying the LLLR and SALLR, the Lessee shall be entitled to peaceful and quiet use and enjoyment of the demised premises during the

5 5 Draft Deed of Sub-lease tenure of this lease, free from any interference or interruption, objection, eviction, claim, demand whatsoever by the TNRDC or any person or persons lawfully claiming through TNRDC. 20. The Lessee agrees and understands that the Plot belongs to SIPCOT and this sub-lease is subject to the terms and conditions stated in the Principal Deed, which deed the Lessee has inspected and understood. The Lessee accordingly agrees that:- a. It shall be open to TNRDC during the currency of the lease to take possession of the Plot together with the Amenity Center and other buildings and fixtures located on the same, for any violation of any conditions of the Sub-lease. In such event, the Lessee shall not be entitled for any compensation for any of the structures erected or maintained by Lessee on the allotted Plot or any refund of any amount, which is appropriated at that point of time by the TNRDC from and out of the unappropriated LLLR available at that point of time. b. The interest of the Lessee in the Plot shall not be sold or attached and sold in satisfaction of attachment of any debt(s) and if it so happens or is likely to happen, SIPCOT / TNRDC shall be entitled to determine the sub-lease and take possession of the Plot with all the consequences mentioned above. c. It shall be open to SIPCOT / TNRDC to deal with the Plot taken by it under the rights conferred on it as per clause 20(a) above, in any manner it likes either by retaining or by leasing it to any other person, without any let or any hindrance or claim whatsoever from the Lessee to compensation and the Lessee has no right to interdict the same. d. Providing of infrastructure facilities by SIPCOT is an ongoing scheme for the overall development of the Industrial Park at Siruseri and the expenditure thereon would be incurred over a period of time till the completion of the Industrial Park. The development charges and any

6 6 Draft Deed of Sub-lease additional development charges collected from the Lessee during the period of lease from the Lessee will be adjusted towards development expenditure incurred and or to be incurred for the infrastructure development of the Industrial Park. The Lessee shall not have any right to claim for infrastructural facilities or claim over such development charges paid to the SIPCOT. e. The Lessee will take possession of the Plot in as is where is condition and no further demand for any development, such as earth filling, raising the level, etc., shall be entertained. Any other improvement or developments inside the allotted Plot is purely at the discretion of TNRDC. f. The Lessee shall utilize the allotted Plot only for the purpose for which it was allotted. g. The Lessee shall commence functioning of the Project within 24 (twenty four) months from the date of Letter of Intent. Any failure shall be considered as a breach of this agreement and TNRDC shall have the right to forfeit the unappropriated LLLR available at that point of time. h. The Lessee shall have to commence construction of buildings within six (6) months from the date of the Letter of Intent and be completed within 24 (twenty four) months from the date of the Letter of Intent. Before commencing such construction of works on the Plot, the Lessee should strictly follow the following building regulations prescribed by SIPCOT, among others. (i) (ii) A strip of not less than five meters shall be left open to the sky, within the periphery of the Plot on all sides. Before obtaining any plan sanction from concerned authorities consent should be obtained from Project Officer of SIPCOT for the building plan and plans for all structures to be constructed on the Plot for the limited purpose of ensuring that a strip of not less than 5

7 7 Draft Deed of Sub-lease (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (five) metres is left open to sky within the periphery of the Plot on all the sides. The provision of any culvert across common drains must be got approved by the SIPCOT. Sewer lines and water lines should be designed in such a way that they are connected to the common lines of SIPCOT which will serve the Plot. The Lessee should make its own arrangements to drain the rainwater from its Plot into the common road drain provided by the SIPCOT. The Lessee has to make its own arrangements to treat the effluents solid / liquid to the required standards of the Tamilnadu Pollution Control Board and to regulate dust, smoke, gas, noise, vibrations and prevent fire hazards and comply with the regulations in this regard. The Lessee shall treat the Industrial effluents to relevant ISI/BIS specifications as applicable to the area / Inland waterways and start construction only after obtaining clearance from the Tamilnadu Pollution Control Board. SIPCOT will permit the units to connect the collecting system of the SIPCOT only the effluents treated to the standard of Inland water ways as prescribed by the Pollution Control Board. Before application for the connection is made, the Lessee shall produce such clearance from the Pollution Control Board. The Lessee shall preserve the manholes constructed, if any, in the 5 (five) metre corridor and raise the same at least 45 (forty five) cm above the formation level in case the natural ground level is raised by the formation at their own cost with prior intimation and approval from SIPCOT. The Lessee shall, at its own cost, construct and maintain access roads leading from the Industrial Park to the said Plot strictly in accordance with the specifications and details prescribed by the SIPCOT.

8 8 Draft Deed of Sub-lease i. The Lessee shall keep TNRDC / SIPCOT indemnified against any and all claims for damages, which may be caused to any adjoining buildings or other premises as a consequence of the erection of the buildings for amenity Center by the Lessee. The Lessee shall also keep TNRDC indemnified against all payments whatsoever which, during the progress of work, may become payable or be demanded by the Local Authority in respect of the said works or the Plot, or of anything done under the authority herein contained. j. With the consent of the Lessee, SIPCOT shall have the right of access into and utilizing any portion of the Plot, as required at all times, for the purpose of laying pipe lines, cables, underground drainages, channels, or providing such other common facility. SIPCOT shall have further right within the area of the allotted Plot including the building standing thereon as and when felt necessary by SIPCOT, to lay down, place maintain, alter, remove or repair any pipes, pipe lines, conduits for service lines, posts, or other appliances or apparatus in, on, under, over, along or across the land in such area for the purposes of providing any common amenities or services for the Industrial Park and the same may be done either directly by any person either generally or specially authorised by SIPCOT in this behalf and the Lessee agrees for the same. k. The Lessee shall not, at any time during the currency of the lease, cause or permit any nuisance in or upon the said land and in particular shall not use or permit the said land to be used for any purpose, which may be obnoxious or injurious or offensive by reason of deposits of solid matter or omission of odour, liquid, dust, smoke, gas, noise vibrations or fire hazards or which may cause permanent damage to the land. TNRDC / SIPCOT shall have full right to prohibit or regulate these matters at all times. l. During the period of lease and thereafter the Lessee at its expense will keep the buildings, premises and other structures clean, free from defect and in good condition.

9 9 Draft Deed of Sub-lease m. The Lessee shall bear all expenses in connection with the drawing of power from the main lines to the Plot and for the supply of electricity. n. The Lessee shall execute an agreement for water supply at the time of taking possession of the Plot and comply with all terms and conditions of that agreement. o. The Lessee along with the allottees of the other Plots shall bear the maintenance charges for the common amenities and facilities like roads, drainage, sewerage, street lighting etc, at the rates which may be fixed by SIPCOT from time to time. p. The Lessee shall not dump debris or any waste harmful or harmless materials within SIPCOT premises. q. SIPCOT shall have the powers to direct removal or alteration of any building or structure erected or used contrary to the conditions of the plan or cause the same to be carried out at the cost of the Lessee. r. The Lessee shall not sink any well, bore well or tube well within the site allotted except with the prior permission of SIPCOT, subject to the conditions as applicable. If any such well exists already in the Plot it shall be closed when SIPCOT supplies water from a common source. If any bore well exists already it shall be kept under the control of SIPCOT. s. The Lessee shall not draw water from their own bore well / open well / tube well sunk in private lands adjacent to SIPCOT Industrial Park through pipe line unauthorisedly trespassing into SIPCOT premises. If at any time such trespass is found by SIPCOT water supply will be disconnected besides severing the trespassed water line. t. The Constitution of the Lessee in case of Proprietary concern / Partnership firm / Board of Directors of private limited company shall not be changed without prior approval of the TNRDC. For a public limited company as and

10 10 Draft Deed of Sub-lease when the constitution of the Board of Directors (Professionals) gets changed the same shall be informed to the TNRDC and acknowledgement shall be obtained within 30 days. u. During the currency of the lease, any question or dispute or difference in relation to or in connection with the terms of the Sub-lease as relatable to the Lease Deed dated between TNRDC and SIPCOT shall not be raised by the Lessee and, if at all raised, such question or dispute or difference shall be referred to an arbitrator appointed by TNRDC. v. SIPCOT has the right to impose any further conditions and stipulations, or alternations in the regulations which are reasonable justified and necessary at any time for the establishment of Industrial Park, to implement the conditions of this deed and for the benefit of the Industrial Park as a whole. w. During the currency of the lease, the ownership of the leased property which is vested with the SIPCOT shall not be liable to be questioned in any manner and if at all any such question is raised by the Lessee, the lease will be terminated forthwith and the SIPCOT will enter the land including the buildings and other appurtenances situated thereon and resume possession of the Plot at any time. IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET THEIR HANDS AND SEAL ON THE DATE ABOVE STATED WITNESSES: 1. TNRDC 2. LESSEE

11 11 Draft Deed of Sub-lease SCHEDULE All that piece and parcel of land known as Plot No in the SIPCOT s Information Technology Park at Siruseri within the village limits of Egattur, Taluk of Chengalpet, Sub-registration District of Thiruporur in Kancheepuram Revenue District containing by admeasurement 4.90 acres or thereabouts and marked by Green coloured boundary lines on the plan annexed hereto, hearing Survey Nos.. Part and. of Egattur Village and bounded: On the North by : On the South by : On the East by : On the West By : LINEAR MEASUREMENTS: East to West on the North: East to West on the South: North to South on the East: North to South on the West:

7. The Lessee has taken possession of the B Schedule property in as is where is condition and no further demand for any development, such as

7. The Lessee has taken possession of the B Schedule property in as is where is condition and no further demand for any development, such as DRAFT LEASE DEED MEMORANDUM OF Lease Deed entered into at Chennai on this... day of... 2009 BETWEEN Electronics Corporation of Tamil Nadu Limited, (ELCOT), a Company incorporated under the Companies Act,