LEASE AGREEMENT BY AND BETWEEN TOURISM COUNCIL OF BHUTAN LESSOR LESSEE

Transcription

1 LEASE AGREEMENT BY AND BETWEEN TOURISM COUNCIL OF BHUTAN LESSOR LESSEE for leasing of the 4 Star Training Hotel at RITH under TCB

2 LEASE AGREEMENT This Lease Agreement (hereinafter referred to as the Agreement ) is made and entered into as on [*] day of [*], 2015 BY AND BETWEEN Tourism Council of Bhutan of having its Head Office at Tarayana Centre, Chubachu, Thimphu, acting through its authorized representative.(hereinafter referred to as the Lessor which expression shall unless it be repugnant to the subject or context hereof would mean and include its executors, administrators and assigns) of the First Part; AND.., a company incorporated under the laws of kingdom of Bhutan, having its Head Office at, situated at.., acting through its authorized representative Mr appointed vide Board resolution/orders dated. (hereinafter referred to as Lessee which expression shall unless it be repugnant to subject or context hereof would mean and include its successors, legal representatives, executors and administrators) of the Second Part. Lessor and Lessee shall be individually referred to as such and collectively refer to as the Parties. WHEREAS: RECITALS A. The Lessor is the absolute owner and in possession of a property admeasuring acres, situated a upper Motithang, Thimphu along with a Hotel (as defined hereinafter), The Royal Institute for Tourism and Hospitality (RITH) and other ancillary buildings and structures constructed thereupon necessary for the smooth functioning and operations of the Hotel and RITH (hereinafter referred to as the Total Land ), more particularly defined in Schedule I of this Agreement; B. The Lessor has built state of the art four star category Hotel comprising of 20 (Twenty) guest rooms, 50 (Fifty) cover restaurant, a bar and a spa along with a shared banquet facility with RITH as the banquet is located within the premises of RITH (hereinafter referred to as the Hotel ), and as more particularly defined in Schedule I, on the Total Land for the purposes of promotion and development of tourism industry of Kingdom of Bhutan; C. In addition to the banquet already mentioned in Recital B above, the Lessor shall identify and provide a parcel of land admeasuring out of the Total Land, which the Lessee will use as an outdoor banquet venue ( Outdoor Banquet ) for hosting various kinds of events. The Lessor shall handover the said identified parcel of land for Outdoor Banquet simultaneously to the handing of the Hotel to the Lessee and the Lessee undertakes to develop and maintain during the Term of this Agreement, at its own cost, this Outdoor Banquet in consultation with the Lessor;

3 D. The Lessor by the orders dated issued by the.decided to lease the Hotel along with certain undivided common areas, shared banquet and the Outdoor Banquet (collectively referred to as the Demised Premises ), as more particularly defined and described in Schedule II of this Agreement, to a successful bidder appointed vide bid process; E. In pursuance of the same, the Tourism Council of Bhutan,.. issued a public announcement dated published in inviting proposals as per the Expression of Interest dated ( EOI ) for the promotion of tourism in the Kingdom of Bhutan from the experienced and capable companies of international repute engaged in the hospitality business to take the Demised Premises on an outright lease as per the terms and conditions provided in the EOI. The copy of the EOI is attached herewith as Annexure - I; F. Various companies in the business of hospitality submitted their respective bid documents as per the terms and conditions of the EOI to the Tourism Council of Bhutan for taking the Demised Premises on an outright lease; G. Based on the information provided and representations made in the bid document by the Lessee, the Lessee has qualified as the successful bidder for taking the Demised Premises on an outright lease for the initial term of 15 (Fifteen) years ( Term ); H. The Lessee is engaged in the business of hospitality and has represented that it has the professional skills, experienced personnel, technical resources and experience in managing and operating the Demised Premises as per the terms and conditions prescribed in the EOI and stated hereinafter; I. The Tourism Council of Bhutan issued a Letter of Intent ( LOI ) to the Lessee on accepting the offer of the Lessee vide its Letter of Acceptance dated..( LOA ) to take the Demised Premises on lease subject to the terms of this Agreement and the EOI to the satisfaction of [TCB] for the Term of this Agreement. The said LOI and LOA are attached herewith as Annexure-II and Annexure III respectively. J. The Lessee has represented to the Lessor that it shall use the Demised Premises only as a hotel and manage the same as per the terms and conditions stated in the EOI and the Agreement; K. The Lessee has represented and warranted to the Lessor that it has the power and authority to take on lease the Demised Premises and to enter into and undertake the obligations under the present Agreement; and L. The Lessor, relying on the various assurances, covenants, representations and undertakings of the Lessee, has agreed to lease and the Lessee has agreed to take on lease the Demised Premises subject to the terms and conditions contained hereinafter.

4 NOW, THEREFORE, THIS AGREEMENT WITNESSETH as follows: The Recitals stated hereinabove shall constitute an integral part of this Agreement. 1. LEASE, DURATION OF LEASE AND RENEWAL 1.1 In consideration of Rent hereby reserved under Clause 3 hereof and subject to the conditions to be performed under this Agreement by the Lessee, the Lessor hereby grants and the Lessee hereby takes on lease the Demised Premises. 1.2 The lease of the Demised Premises shall be for a term of 15 (Fifteen) years ( Term ) commencing from.., 2016 to. and may be renewed at the sole discretion of the Lessor for a further term(s) of. year each ( Renewed Term ) on such terms and conditions as may be mutually agreed between the Parties in writings. However, in case the Lessee is desirous of renewing the lease for any of the Renewed Term, the Lessee shall send a written request for the same 6 (Six) months prior to the expiry of the Term or any Renewed Term thereafter. The Lessor shall inform, in writing, to the Lessee its intention to renew or reject the request for extension of lease 6 (Six) months prior to the expiry of the Term or the Renewed Term, as the case may be. 1.3 Subject to the terms of this Agreement hereof, it is agreed between the Parties that the Lessee shall not be entitled to terminate this Agreement before the expiry of the Term of the lease. 1.4 In the event the Lessee terminates this Agreement in contravention of terms of Clause 1.3 hereof, the Lessor shall have the right to immediately forfeit the Security Deposit as liquidated damages deposited by the Lessee without the Lessor having to give any prior intimation to the Lessee regarding such forfeiture. 1.5 Notwithstanding anything elsewhere contained in this Agreement, in the event of any acquisition or requisition of the Demised Premises, in whole or in part by any Statutory Authority, for any purpose whatsoever, the Lessee shall be entitled to immediately terminate this Agreement in which case the Lock-In-Period, if any, shall stand cancelled and the Lessor shall refund the Security Deposit of the Lessee simultaneous to the Lessee handing over the vacant physical possession of the Demised Premises to the Lessee. 2. POSSESSION, LEASE COMMENCEMENT AND RENT COMMENCEMENT 2.1 The Lessor shall, within.. days of execution of this Agreement, i.e, by.. (date/month year) hand over the actual physical possession of the Demised Premises to the Lessee for occupation and enjoyment of the same, complete in all respects as per the terms of Clause 2.3 of this Agreement. 2.2 The Term of lease shall commence from the date of signing of this Agreement by both the Parties (hereinafter referred to as the Lease Commencement Date ). 2.3 It is hereby agreed between the Parties that the Lessor shall handover the Demised Premises to the Lessee within the time period stipulated in Clause 2.1, complete in all respects with:

5 2.3.1 all equipment, fixtures, fittings and furniture as detailed in Schedule-III A attached herewith; and Interior work as detailed in Schedule-III B attached herewith. 2.4 The period of 4 (Four) months from the date of handing over of actual physical possession of the Demised Premises as per Clause 2.3 by the Lessor to the Lessee shall be the rent-free period (hereinafter referred to as the Fit-Out Period ) during which the Lessee shall be entitled to carry out internal renovations / interior works in the Demised Premises. 2.5 From the date of expiry of the Fit Out Period or the date of commencement of operations at the Demised Premises, whichever is earlier (hereinafter referred to as the Rent Commencement Date ), the Lessee shall be liable to pay Monthly Rent for the Demised Premises as per the terms and conditions of this Agreement. 3 RENT, SECURITY DEPOSIT AND TAXES 3.1 It is hereby agreed that the Lessor shall charge, and the Lessee shall pay to the Lessor, monthly rent (hereinafter referred to as the Rent ) amounting to Nu.. per month. 3.2 The Rent payable shall stand escalated/ on the last paid Rent after every. (..) Years from the Lease Commencement Date and thereafter. First escalation in Rent would come into effect on. (Date/month/year). 3.3 The Rent for the Demised Premises shall be payable by the Lessee to the Lessor in advance by the 7th day of beginning of every fiscal year. If the Lessee fails to pay the Rent by the said 7th day of the commencement of the relevant fiscal year, then without prejudice to the rights available under this Agreement, the Lessor shall be entitled to interest calculated at the rate of 15%(Fifteen) percent per annum on such arrears of Rent for the period of delay till the date of actual payment. 3.4 The Rent so payable by the Lessee to the Lessor shall be subject to applicable tax deductions at source and other statutory deductions, if any. The Lessee undertakes that in case any statutory deductions are made by the Lessee, it shall provide the necessary / requisite Tax Deducted at Source Certificates to the Lessor within the period prescribed under the Income Tax Act or any other applicable Act in compliance of which deduction at source has been made by the Lessee. 3.5 All property tax, house tax, etc levied or as may become leviable by the concerned competent authorities during the Term/Renewed Term of the respective Lease Agreement/s on the Demised Premises shall be borne by Lessor. 3.6 Service Tax, fire tax, water charges and any other applicable tax that may be applicable or may be imposed or payable to any statutory or local authority or Government or any local authority in respect of the Demised Property/Rent shall be exclusively borne by the Lessee along with and in addition to the Rent. The Lessor will not be liable in any manner whatsoever for the payment or non-payment of the above amounts by the Lessee and the Lessee shall keep the Lessor indemnified, in case it is not able to pay the same outgoings to the concerned authority.

6 3.7 However, in the event, Lessee fails to pay the applicable Taxes to the Lessor, as been mentioned in clause 3.6 above, then Lessor may pay such applicable Taxes to the competent authorities on its own and the Lessee shall be liable to reimburse the same to the Lessor and in the event of default to reimburse the said amount the Lessor shall be entitled to interest calculated at the rate of 15% (Fifteen) percent per annum on such arrears of payment for the period of delay till the date of actual payment. 3.8 The Lessee, in order to guarantee the due performance of all its obligations numerated in this Agreement and in consideration of the grant of lease of the Demised Premises, shall deposit a fixed deposit amounting to.. from a nationalized bank in favor of the Lessor as an interest free refundable Security Deposit (hereinafter referred to as Security Deposit ) at the time of execution of this Agreement. 3.9 The Rent and Security Deposit and other amounts payable under the Agreement shall be paid by the Lessee to the Lessor by means of a crossed Cheque / Bankers Cheque in favour of Tourism Council of Bhutan The Lessors acknowledge the receipt of the aforesaid interest free refundable Security Deposit and undertake to refund the Security Deposit without interest to the Lessee on the expiry or earlier termination of this Agreement upon the Lessee handing over peaceful, physical and vacant possession of the Demised Premises to the Lessor in the same condition as it was in at the time of handing over the possession to the Lessee, if required by the Lessor, subject to normal wear and tear. However, the Security Deposit to be refunded to the Lessor shall be subject to adjustment of arrears of rent, maintenance charges, electricity charges, water charges or any other charges payable by the Lessee In the event the Lessor fail to refund the Security Deposit as per clause 3.10 despite the Lessee offering to hand over the peaceful, physical and vacant possession of the Demised Premises, the Lessee shall be entitled to 15% (Fifteen) percent interest per annum as the compensation on the Security Deposit for the delay of days In the event the Lessee fails to hand over the peaceful, physical and vacant possession of the Demised Premises to the Lessor, on the termination or expiry of this Agreement, the Lessee shall be liable to pay fine equivalent to two months, at the same rate as rent was payable immediately before the expiry of the tenancy or the service of the eviction notice. However, payment of such damages and compensation shall not prejudice the rights of the Lessor to evict the Lessee from the Demised Premises immediately after the termination or expiry of this Agreement. Further, the Lessor shall, without prejudice to any other right/remedy that may be available to the Lessor, be entitled to retain the Security Deposit and shall not be liable to pay any interest on such retention of Security Deposit to secure the vacation of the Demised Premises. On final vacation of the Demised Premises and handing over of the same by the Lessee to the Lessor, the Lessor shall refund the Security Deposit to the Lessee. 4. USAGE AND ACCESS 4.1 It is hereby agreed that during the Term of this Agreement and during the Renewed Term (if any), the Demised Premises shall be used by the Lessee for the purposes of running the Hotel as per the terms and conditions defined by the Lessor in the EOI and no other usage shall be allowed unless explicitly permitted by the Lessor in

7 writing. Further, the Demised Premises shall be used by the Lessee only, unless otherwise agreed in writing between the Parties. 4.2 The Lessee shall use the shared banquet facility with RITH and the Outdoor Banquet as per the terms and conditions stated in Schedule IV hereto. 4.3 The Lessee shall, at its sole cost and expense, be allowed to change, replace, modify, alter, improve or add upon the fittings, fixtures and equipment and interior work stated in Schedule III A and Schedule III B hereof only after prior written permission of the Lessor. 4.4 The Lessee shall have the option to use the laundry available at RITH for cleaning / washing the linen used at the Hotel and the Hotel guest laundry. The Lessee shall be allowed to avail the said facility at a discounted rate to be mutually agreed between the Parties. However, in case the Lessee chooses to set up its own laundry facility at the Hotel, it can do the same at its own cost and expense with prior permission of the Lessor. 4.5 The Lessee shall not sub-let/mortgage/assign/transfer the Demised Premises to any third party, except in the following cases after obtaining prior written approval of the Lessor: Any organization resulting from the merger or consolidation of Lessee with any other person / entity; or Any organization acquiring all or substantial number of the assets of Lessee; or Any parent and/or subsidiary and/or affiliate of Lessee. 4.6 The Lessee shall not make any structural additions or alterations of a permanent nature, which may be in violation to the building bye-laws, if any, in the Demised Premises without obtaining prior written consent from the Lessor. The Lessee shall however have the right to carry out non-structural internal alterations (including but not limited to electrical systems, heating, air-conditioning and ventilation plants and installation, alteration or removal of any internal non-structural partitioning) upon intimating the Lessor of the same in writing, which shall be maintained by the Lessee at its own cost and expense. 4.7 The Lessee shall not carry on or permit to be carried on in the Demised Premises or in any part thereof any unlawful activities or such activity (ies) including but not limited to the following: which be or are likely to be of nuisance to other occupants of the Demised Premises, if any, or occupants of the neighboring buildings and leading to interruptions to the other occupants business / commercial activities; or which are contrary to any applicable law/statute/bye laws; or store any goods of hazardous or combustible nature, prohibited by law; or store any goods, materials or machinery which are so heavy so as to affect the construction or the structure of the Demised Premises or any part thereof; and which in any manner interfere or obstruct the passage in/to the Demised Premises.

8 4.8 The Lessee shall, at its own cost expense engage during the Term of this Agreement and any renewal thereto maintenance agencies to provide services with respect to the maintenance of the equipment etc enlisted in Schedule V hereof. However, the Lessee shall consult the Lessor prior to engaging or appointing any maintenance agencies for any of the equipment stated in Schedule V. 4.9 The Lessor and its designated representatives shall have the right to enter the Demised Premises, during normal business hours for the purpose of inspection and maintenance of the Demised Premises with prior intimation to the Lessee, except in cases of emergencies The Lessee agrees that it and all its officers, subordinates, servants and agents shall do, perform, observe and conform to all the terms, conditions, rules, laws, byelaws, regulations, as are required to be observed for occupation of the Demised Premises The Lessee shall hand over the Demised Premises to the Lessor on the expiry of the Initial Term of this Agreement / Renewed Term as the case may be, in the same condition as it was in at the time of handing over the possession to the Lessee, if required by the Lessor, subject to normal wear and tear Subject to Clause 4.8, at the expiration or earlier termination of this Lease, the Lessee shall leave behind all the fixed improvements made to the fit-outs The Lessee shall be solely responsible for procuring all the necessary approvals / licenses / permissions / authorizations required by it as per the Applicable Laws to operate and manage the Demised Premises as a 4 (Four) star category hotel for the entire Term or any extension thereof the lease. 5. REPRESENTATIONS AND WARRANTIES 5.1 The Lessor make the following representations and warranties: The Lessor has full power and authority to enter into this Agreement The Lessor has clear, absolute, unrestricted, unencumbered and unfettered legal and marketable title and ownership rights to the demised premises. 5.2 The Lessee makes the following representations and warranties: The Lessee is an entity duly incorporated and validly existing in accordance with the laws of Kingdom of Bhutan The Lessee has full power and authority to enter into this Agreement The execution of this Agreement is not prohibited by its constituent documents nor will its execution contravene the provisions of any Applicable Law or agreement or document to which it is a party All the approvals required for the execution of this Agreement have been obtained.

9 5.2.5 The Lessee has the capabilities, experience, competency to fulfill all its obligations provided in the EOI and this Agreement. 6. COVENANTS AND OBLIGATIONS 6.1 The Lessor covenant as under: The Lessee shall subject to making timely payments and compliance of the terms and conditions of this Agreement during the Term and if applicable, the renewal Term, have: (i) quiet, peaceful and exclusive use, enjoyment and possession of the Demised Premises without any interference from or disturbance by the Lessor or person claiming under the Lessor. 6.2 The Lessee covenants and is obliged to do the following: The Lessee agrees and undertakes to pay to the Lessor, the Rent and all other amounts payable by it under this Agreement in accordance with the terms hereof. In the event of any delay the Lessee shall be liable to pay 15% (Fifteen) percent per annum on all such amounts due and payable by the Lessee under this Agreement The Lessee shall use the Demised Premises only for the purposes of operating a Hotel as per the terms and conditions provided in the EOI and the Agreement The Lessee shall comply with all the terms and conditions stated in the EOI including without limitation the requirement of undertaking training assignments for the students of RITH. The Lessee agrees to train the students studying at RITH and provide training at 2 (Two) separate levels. The Lessee shall appoint a management team at the Demised Premises consisting of General Manager / Hotel Manager / Manager / Independent Unit Head, Executive Housekeeper, Executive Chef and Food & Beverage Manager having a past experience of working in 4 (Four) star hotel for a minimum duration of 3 (Three) years ( Management Team ). Each member of the Management Team will provide 2 (Two) hours of training sessions per month throughout the Term of the lease. Additionally, the Lessee will provide 120 (One Hundred and Twenty) Hours of on the job training per year per student of RITH The Lessee shall, in compliance with the applicable laws, install firefighting equipment and systems within the Demised Premises at its own cost and, if required, obtain applicable approvals from the relevant governmental authorities. If due to the requirements of any applicable laws or any subsequent modifications or amendments therein, any further fire fighting systems and equipment are required to be installed within the Demised Premises, then the Lessee solely at its own cost and expense shall install such systems and equipment The Lessee shall ensure that the internal air-conditioning, electrical systems and any other work done by it within the Demised Premises shall not cause occurrences of any hazards within the Demised Premises. If any of such hazards occur as a result of the Lessee s gross negligence or willful misconduct, the Lessee shall keep and hold the Lessor fully indemnified for the quantum of loss caused by such hazard to the Demised Premises and to the Lessor.

10 6.2.6 The Lessee agrees and undertakes not to assign or sublet the Demised Premises thereon except as provided in this Agreement The Lessee shall observe and perform all the terms conditions agreements covenants and provisions on which the Lessor hold the Demised Premises and shall pay and discharge all its liabilities and obligations to any local or public body or authority in respect of or relating to or concerning the Demised Premises and not to omit or cause to be done anything whereby the Lessor right to hold the Demised Premises may be avoided forfeited determined or extinguished. 7. INSURANCE 7.1 It is hereby agreed that the Lessee shall if necessary, at its own cost and expenses, adequately insure the interiors, fit outs, furniture, equipment or other assets including fitting and fixtures installed in the Demised Premises during the entire Term of the Agreement and provide the copies of the insurance premium receipts to the Lessor within 3 (Three) days of paying the insurance premium. 7.2 The Lessor at its own cost shall insure the Demised Premises. 8. MAINTENANCE, ELECTRICITY, WATER CHARGES ETC. 8.1 The Lessee shall attend to all day-to-day minor repairs including fuses, fittings, fixtures, internal structural repairs, etc. within the Demised Premises at its own cost and expense. 8.2 Electrical systems, heating, air-conditioning and ventilation plants and other installations, installed by the Lessee shall be maintained by the Lessee at its own cost and expense. However, electrical systems, heating, air-conditioning and ventilation plants and other installations, installed by the Lessor and stated in the Schedule III shall be maintained by the Lessee during the Term of the Agreement. 8.3 The Lessee shall pay all the charges in respect of electricity / power, telephone and water used in the Demised Premises in accordance with the bills raised by the concerned utility/competent authorities as per reading in meters installed therein during the Term /Renewed Term (if any) of this Agreement. If any of the facilities is disconnected because of non-payment of bills for the metered amount the responsibility shall lie squarely with the Lessee. The Lessor will not be liable unless such disconnection is the fault of the Lessor. 8.4 However, if due to non-payment of the bills/invoices raised by the respective utility authorities some charge is created over the Demised Premises that is likely to effect the right and title of the Lessor in the Demised Premises, then the Lessor shall make all the payments due and shall be entitled to recover the same from the Lessee together with of 15% (fifteen) percent per annum on such amount. 8.5 However, the bills / invoices with respect to shared / common facilities as defined in Schedule VI shall be shared between the Lessor and the Lessee on a pro-rata basis as per the proportionate usage of such shares / common facilities.

11 9. INDEMNIFICATION 9.1 The Lessee shall indemnify and keep indemnified the Lessor of, from and against all actions, suits and proceedings and all costs, charges, expenses, losses or damages which may be incurred or suffered by or caused to the Lessor by reason of any breach, default, contravention, non-observance or non-performance by the Lessee in breach / default of the terms, conditions and provisions of this Agreement. 9.2 The Parties shall keep each other indemnified and hold harmless in respect of any liability arising on either Party as a result of any act of negligence committed by the other Party or its employees or its authorized agents. 9.3 It is hereby agreed that the Lessee shall keep the Lessor indemnified and harmless on account of any negligence on its part, including but not limited to: Work (s) / activity (ies) carried out by the Lessee or its appointed agents in the Demised Premises including, but not limited to, the interiors of the Demised Premises, the air-conditioning, electrical systems and fire control systems etc. installed by the Lessee which might result in any pollution health or fire hazard or any other damage or loss, to any third Parties; or Usage of the Demised Premises in contravention of Clauses mentioned in this agreement. 10. BREACH OF DUTY AND PENALTY 10.1 If the Lessee commits breach of any its obligations, services, representations, covenant or any Clause of this Agreement including without limitation the terms and conditions of the EOI, the same shall be considered as the breach of duty on the part of the Lessee as per the terms of this Agreement (hereinafter referred to as the Breach of Duty ) In case of any Breach of Duty by the Lessee, the Lessor shall send a written notice to the Lessee to rectify such breach within 30 (Thirty) days from the date of issue of such notice ( Cure Period ) In the event the Lessee fails to rectify such Breach of Duty within the stipulated Cure Period, the Agreement shall at the option of the Lessor forthwith stand terminated as per the terms in Clause The Lessee shall be liable to pay to the Lessor for losses or damages on account of such Breach of Duty as provided for in terms of this Agreement hereof In case the Lessee commits Breach of Duty as provided under this Agreement or fails to adhere to the time lines provided in this Agreement; the Lessee, in addition to recovering the liquidated damages as stated in this Agreement, shall have the right to immediately forfeit the Security Deposit Penalty: In the event, the Lessee commits Breach of Duty and fails to fulfill its obligations, services, representations, covenant or any Clause of this Agreement including without limitation the terms and conditions of the EOI, the Lessor shall

12 have the right to levy penalty equivalent to three months wage rate and if the Lessee fails to pay the penalty within the time frame stipulated the same shall be deducted from the Security Deposit. In the event any amount is deducted from the Security Deposit for whatever reason, the Lessee shall ensure that any shortfall in the Security Deposit be immediately made good so that the amount of Security Deposit at all times be equal to Nu. 11. TERMINATION 11.1 It is hereby agreed that Parties can mutually agree to terminate the Agreement anytime after the expiry of initial 6 (Six) years of the Term if they agree that it is not feasible to operate the Demised Premises as a Hotel due to situations totally out of control of both the Parties The Lessor may terminate this Agreement within 15 (Fifteen) days from the date of expiry of the Cure Period on any of the following grounds: If the Lessee fails to comply with the provisions of the Agreement; If the Lessee is debarred from carrying the business of managing and operating the hotels, by relevant any Government Authority; Subject to Force Majeure conditions provided in Clause 16, any default in providing training to the students of RITH for a continuous period of. months; If the Security Deposit not received as stipulated in Clause 3.8 of this Agreement; The Lessee is found to be in violation of any Applicable Law which may have any bearing upon its obligations hereunder or any judicial or enquiry proceedings are initiated against it on account of violation by the Lessee of the Applicable Law or the Lessee ceases to hold any license, approval or registration which is required to be held by it for performing its obligations under this Agreement; In the event of any material breach by the Lessee of any of the terms and conditions set out in this Agreement, in case such a Breach of Duty has not been remedied within the stipulated Cure Period despite of Lessor s written requests to do so; In the event the Lessee becomes incapable of performing the obligations as provided in the EOI and / or the Agreement; In the event of the insolvency, bankruptcy or liquidation of the Lessee or if the Lessee is unable to pay its debts or if there is any misrepresentation by the Lessee and an appropriate order is passed by the Competent court; In the event of the Lessee amalgamating with or coming, directly or indirectly, under the control of any third party; In the event that Lessor or the Lessee is required under any Applicable Law to terminate this Agreement or performance of this Agreement is found to be or becomes in violation of any Applicable Law.

13 11.3 Upon termination of this Agreement, the Lessee shall vacate the Demised Premises forthwith and pay all sums outstanding and other dues payable to the Lessors including any arrears of Rent, if any; and the Lessors shall hand over the refundable interest free Security Deposit (after adjusting any arrears of Rent and any reasonable amount necessary to restore the Demised Premises to good condition) to the Lessee simultaneous with the Lessee handing over of the Demised Premises to the Lessors. The Lessee shall be entitled to an 15% (Fifteen Per Cent) per annum from the due date of refund till the date of payment of the Security Deposit by the Lessors All the articles, things, installations, fixtures and fittings installed in the Demised Premises by the Lessee shall be the absolute property of the Lessee and the Lessee shall be entitled to dismantle, remove and take away the same upon vacation of the Demised Premises due to termination or expiration of this Agreement without causing any harm or substantial damages to the Demised Premises in any manner. 12. CHARGE ON PROPERTY 12.1 It is hereby agreed that the Lessee shall have no objection to the Lessor raising finance by way of mortgage / charge of the Demised Premises or any part thereof and to assign the Demised Premises to third Party(ies) provided the same will not affect the tenancy rights created in favour of the Lessee under this Agreement. Provided further that the Lessor shall intimate the Lessee of the same in advance in writing The Lessee agrees that this Agreement shall automatically stand attorned / transferred / assigned in favour of the transferee as and when the Lessee is in writing informed / instructed of such transfer by the Lessor. The Lessee shall not be entitled to object to such transfer or the manner of such transfer or the documents / agreement of such transfer. The intimation to the Lessee by the Lessor of such transfer of the Demised Premises shall be final proof of transfer of this Agreement to such transferee The Lessor further confirm that he/she will transfer the Security Deposit provided by the Lessee to such transferee(s) and such transferee(s) will be bound by the terms of this Agreement including those with respect to the Security Deposit In the event of transfer of the Demised Premises or any part thereof by the Lessor, the Lessor shall ensure that the new transferee shall be bound by the terms of this Agreement and the Lessee shall continue as the Lessee of the Demised Premises in terms of this Agreement. The Lessee shall pay Rent and other charges payable under this Agreement to the transferee as per the written intimation of the Lessor. 13. DISPUTE RESOLUTION 13.1 Any dispute, howsoever, arising in connection with the interpretation or implementation or purported termination of this Agreement, the Parties shall attempt in the first instance to resolve such dispute by friendly consultation If such dispute is not resolved through friendly consultations within thirty (30) days after commencement of discussions or such longer period as the Parties agree to

14 in writing, then either Party may refer the dispute for resolution to Tenancy Authority and shall be proceeded in accordance with the Tenancy Act of Kingdom of Bhutan SEVERABILITY 14.1 If any provision of this Agreement or its application will be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of all other applications of that provision, and of all other provisions and applications hereof will not be affected or impaired. If the Authority or court shall determine that any provision of this Agreement is in any way unenforceable, that provision shall be reduced to the extent necessary to make the provision enforceable. 15. SIGNAGE 15.1 The Lessee may use its standard graphics to display signage in the designated area at such places as may be mutually agreed between the Parties in accordance with the applicable bye -laws. The Lessor shall not charge any additional rent for such signage. 16. FORCE MAJEURE 16.1 In the event the Demised Premises or any part thereof be destroyed or damaged by fire (not caused by any willful act or negligence of the Lessee), earthquake, tempest, flood, lightning, terrorist act, violence of any army or mob or enemies of the country, change in governmental policies or by any other Force Majeure conditions so as to render the Demised Premises unfit for the purpose for which the same was let, or if the Parties are prevented from fulfilling their obligations as mentioned under this Agreement for a period of at least 30 (Thirty) days due to any of these Force Majeure reasons then either Party shall have the right to terminate this Agreement and the Lessee shall vacate the Demised Premises immediately and handover physical, peaceful and vacant possession of the Demised Premises to the Lessor Notwithstanding anything to the contrary contained in this Agreement, Force Majeure will not apply as a defence for the nonperformance of either Party s obligations under this Agreement unless the non-performing Party has given the other Party written notice that: an event of Force Majeure has occurred, such notice to be given within a reasonable period of time as is practical under the circumstances after the date such event first occurred, and the event of Force Majeure has ended, such notice to be given within a reasonable period of time as is practical under the circumstances after the date such event ends.

15 Provided that if the Demised Premises is sealed or is rendered unfit for use and occupation by any authority (ies) on account of any act of commission or omission of the Lessee (including the act of deviation from permitted use of the Demised Premises according to law), such situation shall not be construed as Force Majeure. 17. COST AND EXPENSES 17.1 Each Party shall bear its own legal costs and other charges for execution of this Agreement That both the Parties hereby agree that the original of this Agreement shall be retained by the Lessor and its photocopy shall be retained by the Lessee The Parties hereto shall bear their own costs and expenses for the investigations, negotiations and examinations contemplated by this transaction, including costs of their respective accountants and attorneys or any other legal expense. 18. NOTICES 18.1 Any notices or other communications required or permitted hereunder shall be deemed to have been duly given (a) within 24 business hours if delivered in person or by telecopy or other similar electronic transmission means; or (b) within 72 business hours if sent by registered or certified mail, return receipt requested, and addressed as follows: If to the Lessor: Name of Authorized Person: Phone: Fax: If to the Lessee:

16 Name of Authorized Person: Phone: Fax: A notice or other communication received on a day other than a business day, or after business hours in the place of receipt, shall be deemed to be given on the next following business day in such place. 19. MISCELLANEOUS 19.1 Modifications The terms of this Agreement shall not be altered or added to and nor shall anything be omitted there from except by means of a Supplementary Agreement in writing duly signed by both the Parties hereto Entire Agreement 19.3 Waiver This Agreement shall mean and include this Lease Agreement, EOI, LOI, LOA and any amendments made and accepted, in writing, to this Agreement by the Parties. This Agreement shall, from the date of signature thereof, operate in substitution of all terms, conditions, understandings previously agreed to or in force between the Lessor and the Lessee (which shall be deemed to have been terminated / revoked by mutual consent as from the said date of signature) but without prejudice to the rights, liabilities and obligations (if any) of either Party accrued prior to that date. Any expressed or implied waiver by the Lessor of any default shall not constitute a waiver of any other default by the Lessee or a waiver of any of the Lessor right. All original rights and powers of the Lessor under this Agreement will remain in full force, notwithstanding any neglect, forbearance or delay in the enforcement thereof by the Lessor Headings & Schedules The headings in this Agreement and the enumeration of Clauses under a particular Clause has been done solely for ease of reference and shall not be considered in the interpretation of this Agreement. IN WITNESS WHEREOF, EACH OF THE PARTIES HERETO HAS CAUSED THIS SAID AGREEMENT TO BE EXECUTED BY ITS DULY AUTHORISED OFFICERS OR REPRESENTATIVES AS OF THE DATE FIRST WRITTEN ABOVE IN THE PRESENCE OF THE FOLLOWING WITNESSES.

17 LESSOR LESSEE Mr./MS. Mr./MS. WITNESSE: WITNESSE Mr./MS. Mr./MS.