Exhibit 10.1






 


Exhibit
10.1 


 


LEASE
AGREEMENT


 


THIS
LEASE AGREEMENT (“Agreement”) is made and entered into this 11th day of October, 2013, by and between Bakhshish
Gurm (hereinafter referred to as the “Landlord”) and Pan Asia Infratech, Corp. (hereinafter referred to as the
“Tenant”).


 


		1)	Landlord
                                                                                                                                                                                                                                                                            leases
                                                                                                                                                                                                                                                                            to
                                                                                                                                                                                                                                                                            Tenant
                                                                                                                                                                                                                                                                            and
                                                                                                                                                                                                                                                                            Tenant
                                                                                                                                                                                                                                                                            leases
                                                                                                                                                                                                                                                                            from
                                                                                                                                                                                                                                                                            Landlord,
                                                                                                                                                                                                                                                                            upon
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            terms
                                                                                                                                                                                                                                                                            and
                                                                                                                                                                                                                                                                            conditions
                                                                                                                                                                                                                                                                            contained
                                                                                                                                                                                                                                                                            herein,
                                                                                                                                                                                                                                                                            a
                                                                                                                                                                                                                                                                            certain
                                                                                                                                                                                                                                                                            5-acre
                                                                                                                                                                                                                                                                            parcel
                                                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                                                            land
                                                                                                                                                                                                                                                                            located
                                                                                                                                                                                                                                                                            at
                                                                                                                                                                                                                                                                            Village
                                                                                                                                                                                                                                                                            Mahal
                                                                                                                                                                                                                                                                            Khurd,
                                                                                                                                                                                                                                                                            District
                                                                                                                                                                                                                                                                            SBS
                                                                                                                                                                                                                                                                            Nagar,
                                                                                                                                                                                                                                                                            Punjab,
                                                                                                                                                                                                                                                                            India
                                                                                                                                                                                                                                                                            (Land
                                                                                                                                                                                                                                                                            Registration
                                                                                                                                                                                                                                                                            Numbers
                                                                                                                                                                                                                                                                            846-5/2,
                                                                                                                                                                                                                                                                            9,
                                                                                                                                                                                                                                                                            11/2,
                                                                                                                                                                                                                                                                            13/1,
                                                                                                                                                                                                                                                                            52/4,
                                                                                                                                                                                                                                                                            5/1)(the
                                                                                                                                                                                                                                                                            “Property”)
                                                                                                                                                                                                                                                                            for
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            period
                                                                                                                                                                                                                                                                            commencing
                                                                                                                                                                                                                                                                            on
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            15th
                                                                                                                                                                                                                                                                            day
                                                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                                                            October,
                                                                                                                                                                                                                                                                            2013,
                                                                                                                                                                                                                                                                            and
                                                                                                                                                                                                                                                                            thereafter
                                                                                                                                                                                                                                                                            until
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            14th
                                                                                                                                                                                                                                                                            day
                                                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                                                            October,
                                                                                                                                                                                                                                                                            2023.
                                                                                                                                                                                                                                                                            Tenant
                                                                                                                                                                                                                                                                            is
                                                                                                                                                                                                                                                                            barred
                                                                                                                                                                                                                                                                            from
                                                                                                                                                                                                                                                                            operating
                                                                                                                                                                                                                                                                            any
                                                                                                                                                                                                                                                                            business
                                                                                                                                                                                                                                                                            other
                                                                                                                                                                                                                                                                            than
                                                                                                                                                                                                                                                                            a
                                                                                                                                                                                                                                                                            greenhouse
                                                                                                                                                                                                                                                                            growing
                                                                                                                                                                                                                                                                            facility
                                                                                                                                                                                                                                                                            on
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            site
                                                                                                                                                                                                                                                                            under
                                                                                                                                                                                                                                                                            lease.



 


		2)	Tenant
                                                                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                                                                            pay
                                                                                                                                                                                                                                                                            rent
                                                                                                                                                                                                                                                                            as
                                                                                                                                                                                                                                                                            follows:



 


		a)	the
                                                                                                                                                                                                                                                                                 sum
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 Seven
                                                                                                                                                                                                                                                                                 Thousand
                                                                                                                                                                                                                                                                                 Dollars
                                                                                                                                                                                                                                                                                 ($7,000
                                                                                                                                                                                                                                                                                 USD)
                                                                                                                                                                                                                                                                                 per
                                                                                                                                                                                                                                                                                 year,
                                                                                                                                                                                                                                                                                 payable
                                                                                                                                                                                                                                                                                 as



 


		i)	a
                                                                                                                                                                                                                                                                                prepayment
                                                                                                                                                                                                                                                                                of
                                                                                                                                                                                                                                                                                Fifty
                                                                                                                                                                                                                                                                                Thousand
                                                                                                                                                                                                                                                                                Dollars
                                                                                                                                                                                                                                                                                ($50,000
                                                                                                                                                                                                                                                                                USD)
                                                                                                                                                                                                                                                                                in
                                                                                                                                                                                                                                                                                Series
                                                                                                                                                                                                                                                                                D
                                                                                                                                                                                                                                                                                Preferred
                                                                                                                                                                                                                                                                                Shares
                                                                                                                                                                                                                                                                                (the
                                                                                                                                                                                                                                                                                (“Shares”)
                                                                                                                                                                                                                                                                                of
                                                                                                                                                                                                                                                                                Pan
                                                                                                                                                                                                                                                                                Global
                                                                                                                                                                                                                                                                                Corp.,
                                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                                100%
                                                                                                                                                                                                                                                                                owner
                                                                                                                                                                                                                                                                                of
                                                                                                                                                                                                                                                                                Pan
                                                                                                                                                                                                                                                                                Asia
                                                                                                                                                                                                                                                                                Infratech,
                                                                                                                                                                                                                                                                                Corp.,
                                                                                                                                                                                                                                                                                that
                                                                                                                                                                                                                                                                                shall
                                                                                                                                                                                                                                                                                be
                                                                                                                                                                                                                                                                                amortized
                                                                                                                                                                                                                                                                                in
                                                                                                                                                                                                                                                                                equal
                                                                                                                                                                                                                                                                                annual
                                                                                                                                                                                                                                                                                $5,000
                                                                                                                                                                                                                                                                                installments
                                                                                                                                                                                                                                                                                over
                                                                                                                                                                                                                                                                                the
                                                                                                                                                                                                                                                                                initial
                                                                                                                                                                                                                                                                                10
                                                                                                                                                                                                                                                                                year
                                                                                                                                                                                                                                                                                lease
                                                                                                                                                                                                                                                                                term,
                                                                                                                                                                                                                                                                                and



 


		ii)	Two
                                                                                                                                                                                                                                                                                 Thousand
                                                                                                                                                                                                                                                                                 Dollars
                                                                                                                                                                                                                                                                                 ($2,000
                                                                                                                                                                                                                                                                                 USD)
                                                                                                                                                                                                                                                                                 per
                                                                                                                                                                                                                                                                                 year
                                                                                                                                                                                                                                                                                 payable
                                                                                                                                                                                                                                                                                 in
                                                                                                                                                                                                                                                                                 cash
                                                                                                                                                                                                                                                                                 in
                                                                                                                                                                                                                                                                                 two
                                                                                                                                                                                                                                                                                 equal
                                                                                                                                                                                                                                                                                 semi-annual
                                                                                                                                                                                                                                                                                 payments
                                                                                                                                                                                                                                                                                 due
                                                                                                                                                                                                                                                                                 in
                                                                                                                                                                                                                                                                                 advance
                                                                                                                                                                                                                                                                                 within
                                                                                                                                                                                                                                                                                 30
                                                                                                                                                                                                                                                                                 days
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 each
                                                                                                                                                                                                                                                                                 6-month
                                                                                                                                                                                                                                                                                 anniversary
                                                                                                                                                                                                                                                                                 date;
                                                                                                                                                                                                                                                                                 PLUS



 


		b)	10%
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 net
                                                                                                                                                                                                                                                                                 profits
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 greenhouse
                                                                                                                                                                                                                                                                                 growing
                                                                                                                                                                                                                                                                                 operations
                                                                                                                                                                                                                                                                                 undertaken
                                                                                                                                                                                                                                                                                 on
                                                                                                                                                                                                                                                                                 this
                                                                                                                                                                                                                                                                                 parcel,
                                                                                                                                                                                                                                                                                 calculated
                                                                                                                                                                                                                                                                                 according
                                                                                                                                                                                                                                                                                 to
                                                                                                                                                                                                                                                                                 GAAP
                                                                                                                                                                                                                                                                                 (generally
                                                                                                                                                                                                                                                                                 accepted
                                                                                                                                                                                                                                                                                 accounting
                                                                                                                                                                                                                                                                                 principles)
                                                                                                                                                                                                                                                                                 and
                                                                                                                                                                                                                                                                                 payable
                                                                                                                                                                                                                                                                                 within
                                                                                                                                                                                                                                                                                 90
                                                                                                                                                                                                                                                                                 days
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 end
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 each
                                                                                                                                                                                                                                                                                 fiscal
                                                                                                                                                                                                                                                                                 quarter.



 


		c)	The
                                                                                                                                                                                                                                                                                 Landlord
                                                                                                                                                                                                                                                                                 and
                                                                                                                                                                                                                                                                                 Tenant
                                                                                                                                                                                                                                                                                 agree
                                                                                                                                                                                                                                                                                 that
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 Shares
                                                                                                                                                                                                                                                                                 herein
                                                                                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                                                                                 be
                                                                                                                                                                                                                                                                                 issued
                                                                                                                                                                                                                                                                                 upon
                                                                                                                                                                                                                                                                                 execution
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 this
                                                                                                                                                                                                                                                                                 Agreement
                                                                                                                                                                                                                                                                                 and
                                                                                                                                                                                                                                                                                 upon
                                                                                                                                                                                                                                                                                 approval
                                                                                                                                                                                                                                                                                 by
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 Board
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 Directors
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 Pan
                                                                                                                                                                                                                                                                                 Global
                                                                                                                                                                                                                                                                                 Corp.,
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 100%
                                                                                                                                                                                                                                                                                 owner
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 Pan
                                                                                                                                                                                                                                                                                 Asia
                                                                                                                                                                                                                                                                                 Infratech,
                                                                                                                                                                                                                                                                                 Corp.



 


		d)	The
                                                                                                                                                                                                                                                                                 Landlord
                                                                                                                                                                                                                                                                                 and
                                                                                                                                                                                                                                                                                 Tenant
                                                                                                                                                                                                                                                                                 agree
                                                                                                                                                                                                                                                                                 that
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 1st
                                                                                                                                                                                                                                                                                 year
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 lease
                                                                                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                                                                                 be
                                                                                                                                                                                                                                                                                 paid
                                                                                                                                                                                                                                                                                 in
                                                                                                                                                                                                                                                                                 full
                                                                                                                                                                                                                                                                                 upon
                                                                                                                                                                                                                                                                                 execution
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 this
                                                                                                                                                                                                                                                                                 Agreement.



 


		3)	Renewal
                                                                                                                                                                                                                                                                            term:
                                                                                                                                                                                                                                                                            Tenant
                                                                                                                                                                                                                                                                            and
                                                                                                                                                                                                                                                                            Landlord
                                                                                                                                                                                                                                                                            may
                                                                                                                                                                                                                                                                            at
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            expiry
                                                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            initial
                                                                                                                                                                                                                                                                            term
                                                                                                                                                                                                                                                                            renew
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            lease
                                                                                                                                                                                                                                                                            by
                                                                                                                                                                                                                                                                            mutual
                                                                                                                                                                                                                                                                            written
                                                                                                                                                                                                                                                                            agreement
                                                                                                                                                                                                                                                                            for
                                                                                                                                                                                                                                                                            one
                                                                                                                                                                                                                                                                            5-year
                                                                                                                                                                                                                                                                            renewal
                                                                                                                                                                                                                                                                            term
                                                                                                                                                                                                                                                                            based
                                                                                                                                                                                                                                                                            on
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            following
                                                                                                                                                                                                                                                                            payment
                                                                                                                                                                                                                                                                            terms:



 


		a)	A
                                                                                                                                                                                                                                                                                 fixed
                                                                                                                                                                                                                                                                                 annual
                                                                                                                                                                                                                                                                                 rental
                                                                                                                                                                                                                                                                                 amount
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 Twenty-five
                                                                                                                                                                                                                                                                                 Thousand
                                                                                                                                                                                                                                                                                 Dollars
                                                                                                                                                                                                                                                                                 ($25,000)
                                                                                                                                                                                                                                                                                 payable
                                                                                                                                                                                                                                                                                 semi-annually
                                                                                                                                                                                                                                                                                 and



 


		b)	Payment
                                                                                                                                                                                                                                                                                 to
                                                                                                                                                                                                                                                                                 Landlord
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 20%
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 net
                                                                                                                                                                                                                                                                                 profits
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 greenhouse
                                                                                                                                                                                                                                                                                 growing
                                                                                                                                                                                                                                                                                 operation
                                                                                                                                                                                                                                                                                 undertaken
                                                                                                                                                                                                                                                                                 on
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 site,
                                                                                                                                                                                                                                                                                 calculated
                                                                                                                                                                                                                                                                                 according
                                                                                                                                                                                                                                                                                 to
                                                                                                                                                                                                                                                                                 GAAP.



 


			If
                                                                                 Landlord and Tenant undertake no renewal, Tenant
                                                                                 shall vacate the premises within 90 days and,
                                                                                 if instructed to do so by Landlord, remove any
                                                                                 fixed structures.



 


		4)	Tenant
                                                                                                                                                                                                                                                                            agrees
                                                                                                                                                                                                                                                                            not
                                                                                                                                                                                                                                                                            to
                                                                                                                                                                                                                                                                            assign
                                                                                                                                                                                                                                                                            this
                                                                                                                                                                                                                                                                            Lease
                                                                                                                                                                                                                                                                            to
                                                                                                                                                                                                                                                                            any
                                                                                                                                                                                                                                                                            other
                                                                                                                                                                                                                                                                            party
                                                                                                                                                                                                                                                                            without
                                                                                                                                                                                                                                                                            first
                                                                                                                                                                                                                                                                            obtaining
                                                                                                                                                                                                                                                                            written
                                                                                                                                                                                                                                                                            permission
                                                                                                                                                                                                                                                                            from
                                                                                                                                                                                                                                                                            Landlord.



 


		5)	Tenant
                                                                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                                                                            only
                                                                                                                                                                                                                                                                            use
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            Property
                                                                                                                                                                                                                                                                            for
                                                                                                                                                                                                                                                                            lawful
                                                                                                                                                                                                                                                                            purposes.



 






    	 



    	 



    

 





		6)	Tenant
                                                                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                                                                            have
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            right
                                                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                                                            quiet
                                                                                                                                                                                                                                                                            enjoyment
                                                                                                                                                                                                                                                                            and
                                                                                                                                                                                                                                                                            use
                                                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            Property
                                                                                                                                                                                                                                                                            without
                                                                                                                                                                                                                                                                            unlawful
                                                                                                                                                                                                                                                                            interference
                                                                                                                                                                                                                                                                            by
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            Landlord
                                                                                                                                                                                                                                                                            or
                                                                                                                                                                                                                                                                            any
                                                                                                                                                                                                                                                                            representative
                                                                                                                                                                                                                                                                            or
                                                                                                                                                                                                                                                                            agent
                                                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            Landlord.



 


		7)	Any
                                                                                                                                                                                                                                                                            material
                                                                                                                                                                                                                                                                            breach
                                                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                                                            this
                                                                                                                                                                                                                                                                            Agreement
                                                                                                                                                                                                                                                                            not
                                                                                                                                                                                                                                                                            cured
                                                                                                                                                                                                                                                                            upon
                                                                                                                                                                                                                                                                            One
                                                                                                                                                                                                                                                                            (1)
                                                                                                                                                                                                                                                                            months’
                                                                                                                                                                                                                                                                            notice
                                                                                                                                                                                                                                                                            given
                                                                                                                                                                                                                                                                            to
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            breaching
                                                                                                                                                                                                                                                                            party
                                                                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                                                                            give
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            non-breaching
                                                                                                                                                                                                                                                                            party
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            right
                                                                                                                                                                                                                                                                            to
                                                                                                                                                                                                                                                                            immediately
                                                                                                                                                                                                                                                                            terminate
                                                                                                                                                                                                                                                                            this
                                                                                                                                                                                                                                                                            Agreement
                                                                                                                                                                                                                                                                            without
                                                                                                                                                                                                                                                                            any
                                                                                                                                                                                                                                                                            other
                                                                                                                                                                                                                                                                            duty
                                                                                                                                                                                                                                                                            or
                                                                                                                                                                                                                                                                            obligation
                                                                                                                                                                                                                                                                            owing
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            breaching
                                                                                                                                                                                                                                                                            party.
                                                                                                                                                                                                                                                                            The
                                                                                                                                                                                                                                                                            breaching
                                                                                                                                                                                                                                                                            party
                                                                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                                                                            be
                                                                                                                                                                                                                                                                            responsible
                                                                                                                                                                                                                                                                            for
                                                                                                                                                                                                                                                                            liquidated
                                                                                                                                                                                                                                                                            damages
                                                                                                                                                                                                                                                                            and
                                                                                                                                                                                                                                                                            reasonable
                                                                                                                                                                                                                                                                            attorney
                                                                                                                                                                                                                                                                            fees
                                                                                                                                                                                                                                                                            incurred
                                                                                                                                                                                                                                                                            by
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            non-breaching
                                                                                                                                                                                                                                                                            party.



 


		8)	Landlord
                                                                                                                                                                                                                                                                            may
                                                                                                                                                                                                                                                                            terminate
                                                                                                                                                                                                                                                                            this
                                                                                                                                                                                                                                                                            agreement



 


		a)	immediately
                                                                                                                                                                                                                                                                                 in
                                                                                                                                                                                                                                                                                 case
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 nonpayment
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 rent
                                                                                                                                                                                                                                                                                 that
                                                                                                                                                                                                                                                                                 is
                                                                                                                                                                                                                                                                                 not
                                                                                                                                                                                                                                                                                 cured
                                                                                                                                                                                                                                                                                 within
                                                                                                                                                                                                                                                                                 One
                                                                                                                                                                                                                                                                                 (1)
                                                                                                                                                                                                                                                                                 month
                                                                                                                                                                                                                                                                                 following
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 date
                                                                                                                                                                                                                                                                                 on
                                                                                                                                                                                                                                                                                 which
                                                                                                                                                                                                                                                                                 such
                                                                                                                                                                                                                                                                                 payment
                                                                                                                                                                                                                                                                                 was
                                                                                                                                                                                                                                                                                 due;



 


		b)	upon
                                                                                                                                                                                                                                                                                 Three
                                                                                                                                                                                                                                                                                 (3)
                                                                                                                                                                                                                                                                                 months’
                                                                                                                                                                                                                                                                                 notice
                                                                                                                                                                                                                                                                                 with
                                                                                                                                                                                                                                                                                 respect
                                                                                                                                                                                                                                                                                 to
                                                                                                                                                                                                                                                                                 any
                                                                                                                                                                                                                                                                                 portion
                                                                                                                                                                                                                                                                                 of
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 land
                                                                                                                                                                                                                                                                                 parcel
                                                                                                                                                                                                                                                                                 which
                                                                                                                                                                                                                                                                                 has
                                                                                                                                                                                                                                                                                 no
                                                                                                                                                                                                                                                                                 greenhouse
                                                                                                                                                                                                                                                                                 growing
                                                                                                                                                                                                                                                                                 operations
                                                                                                                                                                                                                                                                                 evidenced
                                                                                                                                                                                                                                                                                 by
                                                                                                                                                                                                                                                                                 fixed
                                                                                                                                                                                                                                                                                 assets;
                                                                                                                                                                                                                                                                                 under
                                                                                                                                                                                                                                                                                 such
                                                                                                                                                                                                                                                                                 termination
                                                                                                                                                                                                                                                                                 the
                                                                                                                                                                                                                                                                                 rental
                                                                                                                                                                                                                                                                                 rate
                                                                                                                                                                                                                                                                                 shall
                                                                                                                                                                                                                                                                                 be
                                                                                                                                                                                                                                                                                 adjusted
                                                                                                                                                                                                                                                                                 proportionately;



 


		c)	upon
                                                                                          Six (6) months’ notice with respect
                                                                                          to any portion of the land parcel which
                                                                                          is sustaining greenhouse growing operations
                                                                                          evidenced by fixed assets, subject to
                                                                                          a buyout of said operations at a price
                                                                                          determined by Ernst & Young Chartered
                                                                                          Accountants, or an equivalent valuation
                                                                                          firm.



 


		d)	upon
                                                                                                                                                                                                                Three
                                                                                                                                                                                                                (3)
                                                                                                                                                                                                                months’
                                                                                                                                                                                                                notice
                                                                                                                                                                                                                if
                                                                                                                                                                                                                there
                                                                                                                                                                                                                is
                                                                                                                                                                                                                a
                                                                                                                                                                                                                change
                                                                                                                                                                                                                in
                                                                                                                                                                                                                control
                                                                                                                                                                                                                of
                                                                                                                                                                                                                Pan
                                                                                                                                                                                                                Asia
                                                                                                                                                                                                                Infratech
                                                                                                                                                                                                                Corp.
                                                                                                                                                                                                                or
                                                                                                                                                                                                                Pan
                                                                                                                                                                                                                Global
                                                                                                                                                                                                                Corp.



 


		9)	Disputes
                                                                                                                                                                                                                                                                            between
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            parties
                                                                                                                                                                                                                                                                            which
                                                                                                                                                                                                                                                                            cannot
                                                                                                                                                                                                                                                                            be
                                                                                                                                                                                                                                                                            settled
                                                                                                                                                                                                                                                                            between
                                                                                                                                                                                                                                                                            the
                                                                                                                                                                                                                                                                            principals
                                                                                                                                                                                                                                                                            shall
                                                                                                                                                                                                                                                                            be
                                                                                                                                                                                                                                                                            settled
                                                                                                                                                                                                                                                                            under
                                                                                                                                                                                                                                                                            international
                                                                                                                                                                                                                                                                            rules
                                                                                                                                                                                                                                                                            of
                                                                                                                                                                                                                                                                            arbitration.



 


		10)	Should
                                                                                                                                                                                                                                                                             any
                                                                                                                                                                                                                                                                             provision
                                                                                                                                                                                                                                                                             of
                                                                                                                                                                                                                                                                             this
                                                                                                                                                                                                                                                                             Lease
                                                                                                                                                                                                                                                                             be
                                                                                                                                                                                                                                                                             found
                                                                                                                                                                                                                                                                             to
                                                                                                                                                                                                                                                                             be
                                                                                                                                                                                                                                                                             invalid
                                                                                                                                                                                                                                                                             or
                                                                                                                                                                                                                                                                             unenforceable,
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             remainder
                                                                                                                                                                                                                                                                             of
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             Lease
                                                                                                                                                                                                                                                                             shall
                                                                                                                                                                                                                                                                             not
                                                                                                                                                                                                                                                                             be
                                                                                                                                                                                                                                                                             affected
                                                                                                                                                                                                                                                                             thereby
                                                                                                                                                                                                                                                                             and
                                                                                                                                                                                                                                                                             each
                                                                                                                                                                                                                                                                             term
                                                                                                                                                                                                                                                                             and
                                                                                                                                                                                                                                                                             provision
                                                                                                                                                                                                                                                                             herein
                                                                                                                                                                                                                                                                             shall
                                                                                                                                                                                                                                                                             be
                                                                                                                                                                                                                                                                             valid
                                                                                                                                                                                                                                                                             and
                                                                                                                                                                                                                                                                             enforceable
                                                                                                                                                                                                                                                                             to
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             fullest
                                                                                                                                                                                                                                                                             extent
                                                                                                                                                                                                                                                                             permitted
                                                                                                                                                                                                                                                                             by
                                                                                                                                                                                                                                                                             law.



 


		11)	All
                                                                                                                                                                                                                                                                             rights
                                                                                                                                                                                                                                                                             given
                                                                                                                                                                                                                                                                             to
                                                                                                                                                                                                                                                                             Landlord
                                                                                                                                                                                                                                                                             by
                                                                                                                                                                                                                                                                             this
                                                                                                                                                                                                                                                                             Lease
                                                                                                                                                                                                                                                                             shall
                                                                                                                                                                                                                                                                             be
                                                                                                                                                                                                                                                                             cumulative
                                                                                                                                                                                                                                                                             to
                                                                                                                                                                                                                                                                             any
                                                                                                                                                                                                                                                                             other
                                                                                                                                                                                                                                                                             laws
                                                                                                                                                                                                                                                                             which
                                                                                                                                                                                                                                                                             might
                                                                                                                                                                                                                                                                             exist
                                                                                                                                                                                                                                                                             or
                                                                                                                                                                                                                                                                             come
                                                                                                                                                                                                                                                                             into
                                                                                                                                                                                                                                                                             being.
                                                                                                                                                                                                                                                                             Any
                                                                                                                                                                                                                                                                             exercise
                                                                                                                                                                                                                                                                             or
                                                                                                                                                                                                                                                                             failure
                                                                                                                                                                                                                                                                             to
                                                                                                                                                                                                                                                                             exercise
                                                                                                                                                                                                                                                                             by
                                                                                                                                                                                                                                                                             Landlord
                                                                                                                                                                                                                                                                             of
                                                                                                                                                                                                                                                                             any
                                                                                                                                                                                                                                                                             right
                                                                                                                                                                                                                                                                             shall
                                                                                                                                                                                                                                                                             not
                                                                                                                                                                                                                                                                             act
                                                                                                                                                                                                                                                                             as
                                                                                                                                                                                                                                                                             a
                                                                                                                                                                                                                                                                             waiver
                                                                                                                                                                                                                                                                             of
                                                                                                                                                                                                                                                                             any
                                                                                                                                                                                                                                                                             other
                                                                                                                                                                                                                                                                             rights.



 


		12)	Tenant
                                                                                                                                                                                                                                                                             will
                                                                                                                                                                                                                                                                             be
                                                                                                                                                                                                                                                                             responsible
                                                                                                                                                                                                                                                                             for
                                                                                                                                                                                                                                                                             payment
                                                                                                                                                                                                                                                                             of
                                                                                                                                                                                                                                                                             all
                                                                                                                                                                                                                                                                             utilities,
                                                                                                                                                                                                                                                                             garbage,
                                                                                                                                                                                                                                                                             water
                                                                                                                                                                                                                                                                             and
                                                                                                                                                                                                                                                                             sewer
                                                                                                                                                                                                                                                                             charges,
                                                                                                                                                                                                                                                                             telephone,
                                                                                                                                                                                                                                                                             gas,
                                                                                                                                                                                                                                                                             association
                                                                                                                                                                                                                                                                             fees
                                                                                                                                                                                                                                                                             or
                                                                                                                                                                                                                                                                             other
                                                                                                                                                                                                                                                                             bills
                                                                                                                                                                                                                                                                             incurred
                                                                                                                                                                                                                                                                             during
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             term
                                                                                                                                                                                                                                                                             of
                                                                                                                                                                                                                                                                             this
                                                                                                                                                                                                                                                                             Lease.



 


		13)	Landlord
                                                                                                                                                                                                                                                                             has
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             right
                                                                                                                                                                                                                                                                             of
                                                                                                                                                                                                                                                                             emergency
                                                                                                                                                                                                                                                                             access
                                                                                                                                                                                                                                                                             to
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             Property
                                                                                                                                                                                                                                                                             at
                                                                                                                                                                                                                                                                             any
                                                                                                                                                                                                                                                                             time
                                                                                                                                                                                                                                                                             and
                                                                                                                                                                                                                                                                             access
                                                                                                                                                                                                                                                                             during
                                                                                                                                                                                                                                                                             reasonable
                                                                                                                                                                                                                                                                             hours
                                                                                                                                                                                                                                                                             to
                                                                                                                                                                                                                                                                             inspect
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             property
                                                                                                                                                                                                                                                                             or
                                                                                                                                                                                                                                                                             to
                                                                                                                                                                                                                                                                             show
                                                                                                                                                                                                                                                                             property
                                                                                                                                                                                                                                                                             to
                                                                                                                                                                                                                                                                             a
                                                                                                                                                                                                                                                                             prospective
                                                                                                                                                                                                                                                                             tenant
                                                                                                                                                                                                                                                                             or
                                                                                                                                                                                                                                                                             buyer.
                                                                                                                                                                                                                                                                             In
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             event
                                                                                                                                                                                                                                                                             that
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             property
                                                                                                                                                                                                                                                                             is
                                                                                                                                                                                                                                                                             sold,
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             lease/rental
                                                                                                                                                                                                                                                                             agreement
                                                                                                                                                                                                                                                                             between
                                                                                                                                                                                                                                                                             Landlord
                                                                                                                                                                                                                                                                             and
                                                                                                                                                                                                                                                                             Tenant
                                                                                                                                                                                                                                                                             is
                                                                                                                                                                                                                                                                             canceled
                                                                                                                                                                                                                                                                             on
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             date
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             new
                                                                                                                                                                                                                                                                             owner
                                                                                                                                                                                                                                                                             takes
                                                                                                                                                                                                                                                                             possession
                                                                                                                                                                                                                                                                             of
                                                                                                                                                                                                                                                                             property.
                                                                                                                                                                                                                                                                             Tenant
                                                                                                                                                                                                                                                                             has
                                                                                                                                                                                                                                                                             thirty
                                                                                                                                                                                                                                                                             days
                                                                                                                                                                                                                                                                             to
                                                                                                                                                                                                                                                                             vacate
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             property
                                                                                                                                                                                                                                                                             or
                                                                                                                                                                                                                                                                             sign
                                                                                                                                                                                                                                                                             new
                                                                                                                                                                                                                                                                             lease
                                                                                                                                                                                                                                                                             with
                                                                                                                                                                                                                                                                             new
                                                                                                                                                                                                                                                                             owner
                                                                                                                                                                                                                                                                             at
                                                                                                                                                                                                                                                                             new
                                                                                                                                                                                                                                                                             owner’s
                                                                                                                                                                                                                                                                             option.



 


		14)	Landlord
                                                                                                                                                                                                                                                                             has
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             right
                                                                                                                                                                                                                                                                             to
                                                                                                                                                                                                                                                                             farm
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             land
                                                                                                                                                                                                                                                                             until
                                                                                                                                                                                                                                                                             tenant
                                                                                                                                                                                                                                                                             occupies
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             land
                                                                                                                                                                                                                                                                             as
                                                                                                                                                                                                                                                                             evidenced
                                                                                                                                                                                                                                                                             by
                                                                                                                                                                                                                                                                             start
                                                                                                                                                                                                                                                                             of
                                                                                                                                                                                                                                                                             construction.



 


		15)	Tenant
                                                                                                                                                                                                                                                                             can
                                                                                                                                                                                                                                                                             only
                                                                                                                                                                                                                                                                             start
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             construction
                                                                                                                                                                                                                                                                             on
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             land
                                                                                                                                                                                                                                                                             after
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             crop
                                                                                                                                                                                                                                                                             on
                                                                                                                                                                                                                                                                             the
                                                                                                                                                                                                                                                                             land
                                                                                                                                                                                                                                                                             is
                                                                                                                                                                                                                                                                             harvested.



 






    	 



    	 



    







 


YOU
SHOULD READ AND UNDERSTAND THIS LEASE, IT IS A LEGAL AND BINDING CONTRACT.


 


ACCEPTED
THIS 11th DAY OF OCTOBER 2013, at Village Mahal Khurd, District SBS Nagar, Punjab, India.


 


	 	 	TENANT:
    
	 	 	 
	 	 	/s/
    BAKHSHISH GURM
	 	 	Authorized
    Signatory: Bakhshish Gurm
	 	 	 
	 	 	LANDLORD:
	 	 	 
	 	 	PAN
    ASIA INFRATECH, CORP. 
	 	 	 
	 	By:	/s/
    BHARAT VASANDANI 
	 	 	Authorized
    Signatory: Bharat Vasandani
	 	 	Chief
    Executive Officer