**Exhibit 10.59**

[RUPEE GRAPHIC]

 

**LEASEDEED**

 

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

 

Between:

 

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

 

AND

 

** At RoadSoftware India Private Limited**, a company incorporated under the provisions of the Companies Act 1956and 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 dulyauthorized in this behalf by a Board Resolution dated February 1, 2006,hereinafter referred to as the “LESSEE” (which expression shall unless it berepugnant to the context or meaning thereof be deemed to mean and include itssuccessors-in-interest and assigns)  ofthe Other Part :

 

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WHEREAS:

 
|   | a.     | 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 9th 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. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | b.     | 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.                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | c.     | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| d.     |   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                               |

 

NOWTHIS LEASE DEED WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIESHERETO AS FOLLOWS:

 
|   | 1. | **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. |
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2.     **Lease****Rentals**:The Lessee shall pay to the Lessor as lease rent for the use and occupation ofthe said Premises @ Rs. 50/- per sq. ft. per month in respect of 37,910 SquareFeet super built-up areas as specified in the First Schedule hereunder written,payable in advance by 5th day of every English calendar month afterdeducting Income Tax at source, as applicable

 

3.     **Escalation**: Subject to Clause 4below. Lease rentals shall escalate @ 3% cumulative every year, including onfurther renewals.  Therefore, the yearlylease rentals from 1st February, 2007 onwards shall be as mentionedin the Third Schedule hereunder written.

 

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

 

5.     **Delay****in****Payments**: Subject to the provisions ofClause 21 below, if the Lessee fails to pay the rentals as aforesaid, for acontinuous period of three months, it will have to immediately vacate the saidpremises. Provided that in the event of the Lessee failing to pay the rentalfor any month as agreed, the Lessee shall pay interest on the unpaid amount atthe rate of 15 % till payment without prejudice to the right of the Lessor toobtain the vacant possession of the premises in case of failure to pay the rentfor 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 tosigning of this Lease Deed and the Lessor has thereupon handed over the possession of the said Premises tothe 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 theLessor to the Lessee, upon the Lessee debonding the said Premises and theLessee shall hand over the keys to the said Premises simultaneously upon expiryof the period of this Lease Deed or sooner determination thereof or upon expiryof the period of renewal thereof.  If theLessee is interested to hand over the said Premises and the Lessor does notrefund the Security Deposit, the Lessee shall hold the said Premises asSecurity and will not be liable to pay the lease rent and other charges fromthat date till the date of the refund of the full Security Deposit withinterest to the Lessee.  In

 

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

 

8.               **Consumption****Charges**: The Lesseeshall pay electricity and telephone charges on the actual basis directly to theauthorities concerned as per the electricity and telephone bills received inrespect of the said premises**.**

 

9.               **Taxes****and****Statutory****Levies**: TheLessor shall alone bear and pay all existing and future rates, taxes, cesses,assessments and other statutory levies by whatever name called includingproperty tax and sewerage tax  andpayable in respect of   the saidPremises.  In the event of the Lessorfailing to pay any of the statutory levies aforesaid in time, the Lessee shallbe entitled (but not bound to do so) to pay and discharge the same and todeduct the amounts paid by it from the monies payable to the Lessor.

 

10.         **Lock****In****Period**: Exceptas provided herein, it has been expressly agreed by and between the partieshereto that neither party shall have the right to terminate the Lease herebygiven for the initial period of 36 (Thirty six) months i.e. up to January 31,2009 (“Lock In Period”).  In the eventthat 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, forthe unexpired portion of the Lock In Period and the Lessor shall refund to the Lesseethe balance security deposit after deducting from it the rent for the unexpiredlease term i.e. up to 31st January 2009. Provided that if thesecurity deposit is less than the amount of the lease rent payable by theLessee 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 fromthe 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 Lesseeshall be liable to pay as penal charges, an amount equal to twice the amount ofthe prevailing lease rent for the unexpired Lock-in-Period.

 

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11.         **Lease****Tenure**: This Lease Deed shall be initially valid for aperiod of 36 (Thirty six) months commencing from February 1, 2006 and renewableat 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 thecumulative escalation as mentioned in Clause No. 3 & 4 above and each leaseterm shall be terminable by the Lessee by giving a three months written noticeto the Lessor. It is agreed that each renewal option given to the Lessee shallbe subject to the same terms and conditions as herein contained except theincrease in rent as provided in Clauses 3 & 4 above and the subsequent LockIn 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 furtherterms of three years each, any further renewal shall be on mutually agreedterms.

 

12.         **Obstruction****or****Hindrance**: TheLessee 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 fromusing the common areas. The Lessee shall not commit any act, which may cause unreasonablenuisance to the other occupants. The Lessee shall ensure that no belonging ofthe Lessee shall be kept in the common areas. Lessor agrees that otheroccupants have agreed to the same provisions of this Clause 8. The Lessor shallensure that no obstruction or hindrance is caused by any of the otheroccupants, obstructing free access or enjoyment of the said Premises by theLessee.

 

13.         **Usage****of****Premises & Interiors**:

 

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

 

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

 

c.               Except for the Lessee’s responsibilities asprovided herein, the Lessor at its cost and expense shall keep the entirepremises wind and watertight at all times, for the proper use of the saidPremises and amenities including without limitation the building’s roof,foundation, structure, walls, external plumbing, drainage systems, seweragelines, air conditioning, electricals of the building etc., provided however, inthe event of the Lessor failing to 

 

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carry out any repairs, the Lessee shall be entitled to undertake andcomplete the required repairs and to deduct the costs thereof from the moniespayable by the Lessee to the Lessor.

 

14.         **Fit-outs****in****the****Premises**: The Lessee shall be entitled to:

 

a.               Do up the interior of the said Premises atthe discretion and as required by the Lessee and to install such fixtures,fittings and furniture as the Lessee deems fit;

 

b.              To make any additions or alterations to lightpoints, wiring, electrical fixtures and fittings;

 

c.               To erect partitions, to make cabins, installroom air-conditioners or central air-conditioning plant and related accessoriesincluding cooling towers subject to approval from the Lessor/TIDEL Park Ltd.;

 

**d.****              **To fix or install such other devices, gadgetsand equipments as the Lessee may deem fit from time to time for the purpose ofcarrying on its business in the said Premises other than the specified commonareas;

 

**e.****              **To remove, at its discretion, such additions,alterations, air-conditioners, internal partitions, cabins, devices, gadgets,carpets, electrical fittings, furniture and fixtures and other equipmentsinstalled by the Lessee and whether or not affixed to the earth or to thebuilding. However, the addition/deletion in furnishings, fittings and fixturesshall be informed to the Lessor as a matter of course in writing. Anyadditions/deletions/alterations/modifications shall conform to all the specificationsas prescribed by TIDEL Park Limited and already conveyed by the Lessor to theLessee in writing.

 

15.         **Tower****Space****in****Terrace**: The Lessor shall facilitate and help the Lessee toprovide access and permission to utilize area on the terrace of the TIDEL Park,which is subject to the approval and payment of charges if any to TIDEL ParkLtd for the purpose of installation of an antenna or other telecom device(s)needed for Business Purposes.

 

16.         **Insurance****by****Lessee**: TheLessee may insure and keep insured in such adequate amounts to coverreplacements or loss and with reputable insurance companies the following:

 

a.               Such fixtures and fittings for thereplacement of which the lessee is responsible

 

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b.              All liabilities of the lessee and itsauthorized agents, employees and/or representatives arising out of and inconnection with the lessee’s use and occupation of the said premises.

 

c.               Any other risk or matter in Lessee’s solediscretion.

 

17.         **Observe and Perform Actions based on Bye-Laws**: The Lessee shall observe and perform thebye-laws and other regulations, if any, of the TIDEL Park Limited as far as thesaid Premises are concerned, a copy of which existing bye-laws has been handedover to the Lessee and which bye-laws are uniformly applicable to all occupantsin the said building TIDEL Park.

 

18.         **Insurance****by****Lessor**: TheLessor shall take out necessary insurance with respect to the said Premises andcopies of the same shall be provided to Lessee. The Lessor shall maintain thealready existing comprehensive general liability and all peril insurancecovering the Building including the said premises and all machineries andequipments, installations and systems etc. Copies of the insurance policiesshall be furnished to the Lessee.  Theinsurance covers, inter alia, riots, floods, tempests, fire, earthquake and allkinds of natural calamities.

 

19.         **Sub**-**Lease****Option**: Exceptas provided herein, the Lessee shall not assign, transfer, sublet or part withpossession of the said premises and amenities or any portion thereof. Howeverit is provided that the Lessee may during the lease tenure, sublet the entireor a part of the said premises to any person, subject to obtaining priorapproval of the Lessor in writing in this regard which approval shall not beunreasonably withheld. Further it is expressly agreed that the Lessor shallcontinue to receive the prevailing lease rental from the Lessee notwithstandingthe fact that the Lessee receives a sub-lease rental below the prevailing leaserental under the sub-lease agreement entered into by it. The sub-leaseagreement entered into by the Lessee shall automatically stand terminated oncethe Lease Deed between the Lessor and the Lessee expires or is terminated orsooner determined, provided, however, and it is hereby expressly agreed thatthe Lessee shall be entitled to assign the Lease hereby granted in part or infull to any its parent/associate/affiliate companies in which the Lessee has amajority equity stake or which has a majority equity stake in the Lesseewithout any consent from or any additional payment to the Lessor but the Lesseeshall give prompt written notice and obtain confirmation from Lessor of anysuch assignment to the Lessor, and which confirmation shall not be unreasonablywithheld provided, further and it is hereby also agreed that the Lessee shallbe entitled without any consent from or any additional payment to the Lessor toallow the joint use of the said premises to any of its parent/associate/affiliatecompanies as aforesaid.

 

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20.         **Action against Law**: NeitherLessee nor Lessor shall commit any act, which is prohibited under the laws.

 

21.         **Breach****of****Contract**: If aparty commits a material breach of the terms and conditions of this Deed, theother party shall issue a notice upon the party in breach, requiring it toremedy the breach within 30 (thirty) days from the date of receipt of thenotice. In the event the party in breach fails to remedy the breach within theaforesaid 30 (thirty) days, the other party will be entitled to forthwithterminate this Deed. In an event, the Lessee commits a material breach of theterms and conditions of this Deed, it shall vacate the said Premises and handover vacant possession thereof to the Lessor if the Lessee fails to remedy thebreach within 30 (thirty) days from the receipt of the notice in that behalffrom the Lessor and the Lessor shall refund the Security Deposit immediatelyafter adjusting the unpaid lease rentals, if any / any other defaults on Lessee’spart, as mentioned in clause 6.

 

22.         **Return of Possession of Space**: At the expiry of the Lease period or any extension thereof or onearlier termination of the Lease in accordance with the provisions hereof, theLessee shall deliver to the Lessor vacant possession of the said Premises inthe same condition in which it had taken the same, subject to natural wear andtear, damage by riot, strike, war, earth quake, tempest, flood or other act ofGod and subject also to the repairs and renovations by the Lessee. At theexpiry of the Lease or sooner determination thereof, if the Lessee handsoverthe said Premises to the Lessor in a damaged condition, the Lessor shall beentitled to adjust the interest free Security Deposit towards the cost ofrepair / or replacement of parts of the said Premises; such cost to becertified by a reputed architect reasonably selected by the parties.

 

23.         **Inspection by Lessor**:The Lessor or its authorized representatives shall be entitled to inspect thesaid Premises, whenever necessary within reasonable hours in day time upongiving prior intimation of at least 1 business day (except in case ofemergency) to the Lessee.

 

24.         **Repairs in the Premises**:The Lessee shall not carry out any structural additions or alterations to thesaid Premises. The minor day to day repairs such as replacement of fuses,fixing of leaking water, taps, minor repairs shall be carried out by the Lesseeat its own cost, but all major repairs relating to bursting of sanitary pipes,changes in the electrical system, crack in construction etc. shall be theresponsibility of the Lessor and shall be repaired/replaced by the Lessor atits own cost upon the Lessee giving the Lessor 3(three) days to carry out suchworks.  In case the Lessor fails to takeany timely action, the Lessee shall be 

 

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entitled but not bound to do the same and deduct the costs from themonies payable to the Lessor.

 

25.         **Power**: The Lesseeshall be provided with 350 KVA power from TIDEL Park Ltd. If the Lesseerequires additional power, it shall be entitled to apply for and obtain at itsown cost, power supply from TNEB or from any other source and the Lessor shallextend all possible assistance and co-operation in this behalf without anyfinancial liability.

 

26.         **Payments to Lessor**: Allpayments to be made hereunder by the Lessee to the Lessor shall be made bycheque/DD payable at Chennai.

 

27.         **Stamp Duty & Registration of the Lease**: The Lessee shall pay for the Stamp Duty andRegistration Charges as applicable to the Concerned Authorities at the time ofLease Registration. However, for any subsequent Lease Registration due to Sale/ Transfer of Ownership of the subject premises, Lessor shall be responsible toget the New Owner to agree on the terms and conditions mentioned herein and forsuch fresh Lease Registration, Lessor shall bear all charges relating todocumentation and registration.

 

28.         **Force Majure**: Notwithstandinganything to the contrary, in case of any violence, civil  commotion, tempest, flood, earthquake, or anyinevitable accident or any act beyond the Lessor or the Lessee’s reasonablecontrol causing damage to the Premises or the Building housing the Premises, orin the event of the Premises or the Building housing the Premises or any partthereof is sealed or prohibited to be used by any municipal / governmental/judicial/ quasi-judicial or local authority resulting in the Lessee, beingunable to use and enjoy the Premises for its business for a continuousperiod  of 30 days and the same not beingrectified by the Lessor within 30 days of the same arising, the Lessee shall beentitled to terminate this Lease, without penalty, by giving 30 days writtennotice to the Lessor without assigning any reason thereof. The Lessor shallthereupon refund in full the Security Deposit after deducting any unpaid LeaseRentals / Default of Payments on Lessee’s part within 30 days thereafter. It isagreed that the Lessee shall not be liable to pay any rent or other charges forthe period the Lessee is not in a position to use the said Premises.

 

29.         **Dispute Resolution:**.In the event of any dispute arising under or by virtue of this Agreement or anydifference of opinion between the parties concerning their rights andobligations under the Agreement the parties shall use their best efforts toresolve such disputes or differences amicably by discussion and mutual accord.If the dispute cannot be resolved in this manner within fifteen (15) days, theparties shall arrange a meeting between appropriate representatives 

 

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designated by each Party, who shall have an additional 15 (fifteen)days to resolve the dispute or difference. If the dispute or difference is notresolved within the thirty (30) days period then, unless the parties otherwiseagree in writing, either party may serve written notice on the other partystating its intention to proceed to arbitration. The unresolved dispute ordifference shall be finally settled by arbitration under the Arbitration andConciliation Act 1996. Such arbitration shall be the sole and exclusive remedybetween the parties with respect to such dispute. In the event of a dispute ordifference being referred to arbitration, this contract will continue to beenforced.

 

30.         **Arbitration**: Thearbitration shall take place in Chennai, Tamil Nadu.

 

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THE FIRST SCHEDULE ABOVE REFERRED TO :

 

(Details of the demised premises)

 

TIDELPark, 9th Floor, No.4, Canal Bank Road, Taramani, Chennai 600 113situated in  Kanagam Village, Mambalam -Guindy Taluk, Chennai District on .Land admeasuring an extent of 8.01 Acres,comprised in T.S. No.4/2 in Block 6 and T/S No. 4/3 in Block No. 7 in Kanagam Village,Mambalam Guindy Circle, Chennai dist., comprised in T.S. No. 2/1 in Block No. 6& T.S. No. 4/2 in Block No. 6 in Mylapore Triplicane Village, ThiruvanmiyurDist and situated within the Sub-Registration District of Saidapet andRegistration District of Chennai bounded on the

 

Northby MGR Film City,

Eastby Canal Bank Road,

Southby ITTI Campus and

Westby CSIR Campus

 

**The following modules of the above property:**

 

Module901 (A1) measuring 1731.26 Square meters (18,628 Square Feet)

Module902 (A2) measuring 1731.74 Square meters (18,634 Square Feet)

Corridorarea admeasuring 648 Square Feet

**Total (37,910 Square Feet)**

 

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THE SECOND SCHEDULE ABOVE REFERRED TO :

 

Amenities

 

Allamenities will be Centralized and provided by TIDEL Park Ltd., the maintenancemanagement company

 

Theseinclude the facilities on the lines of the below mentioned items (indicative)

CentralizedAir-conditioning (I.e. up to the AHU’s)

100%Power Back up

CentralizedFire protection system

Data& Voice connectivity enabled (However Lessee has to install his own systemto tap this)

Housekeeping of Common areas

AccessControl in all common lift lobbies

OtherGeneral Integrated Building Management systems forming part of overall facilitiesmanagement

Moredetails about the above are also available on their website - www.tidelpark.com

 

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THE THIRD SCHEDULE ABOVE REFERRED TO :

(Particulars of Increased Rentals)

**I. Rental Scehdule**

 
| Area to let out  (in sft.) |   | 37,910 |   | 37,910 |   | 37,910 |   | 37,910 |   | 37,910 |   | 37,910 |   |
|----------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|

 
| **Particulars**                          | ** ** | **Year 1** | ** ** | **Year 2** | ** ** | **Year 3** | ** ** | **Year 4** | ** ** | **Year 5** | ** ** | **Year 6** | ** ** |
|------------------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| Rent agreed per  month per sq. ft. (Rs.) |       | 50.00      |       | 51.50      |       | 53.05      |       | 54.64      |       | 56.28      |       | 57.96      |       |
|                                     |       |       |       |       |       |       |       |       |       |       |       |       |       |
| Rental amount  per month (Rs.)           |       | 1,895,500  |       | 1,952,365  |       | 2,010,936  |       | 2,071,264  |       | 2,133,402  |       | 2,197,404  |       |

 

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INWITNESS WHEREOF the parties hereto have signed this Deed (in Duplicate) at theplace, day, month and year first hereinabove mentioned.

 
| SIGNED  SEALED AND DELIVERED                       |
|----------------------------------------------------|
| by  the within named LESSOR                        |
| **Transpacific Business Services Private Limited** |
| By  the Hands of its Authorised Signatory          |
| /s/  C.S. ILANGOVAN                           |
| Mr. C.S. ILANGOVAN                                 |
| Director                                           |
|                                               |
| Witness:                                           |
| 1.  /s/   J. SUNDAR RAJAN                |
| J. Sundar Rajan - CB  Richard Ellis                |
| c/o R. Jagannathan, Plat 9  Door No. 10            |
| L.H. Nagar, II Layout,  Adambakkam                 |
| Chennai 600088                                     |
|                                               |
| SIGNED SEALED AND  DELIVERED                       |
| by the within named LESSEE                         |
| **At Road  Software India Private Limited**        |
| by the Hands of its duly  Authorised Signatory     |
| /s/ RAJAN S. AIYER                                 |
| Mr. Rajan S. Aiyer                                 |
|                                               |
| Witness:                                           |
| 1. /s/  J. BELAJI                             |
| J. Belaji                                          |
| c/o T. R. Jadaraman                                |
| 4th  Floor, Elnet Software City               |
| C.P.T. Road, Tasamani                              |
| Chennai - 600113                                   |

 

 

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