Exhibit 10.59


[RUPEE GRAPHIC]


 


LEASE
DEED


 


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


 


Between:


 


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


 


AND


 


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


 


1

















 


WHEREAS:


 


	
   

  	
  a.

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

  
	
   

  	
   

  	
   

  
	
   

  	
  b.

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

  
	
   

  	
   

  	
   

  
	
   

  	
  c.

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

  
	
   

  	
   

  	
   

  
	
  d.

  	
   

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

  



 


NOW
THIS LEASE DEED WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES
HERETO AS FOLLOWS:


 


	
   

  	
  1.

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

  



 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


13.         Usage of  Premises & Interiors:


 


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


 


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


 


c.               Except for the Lessee’s responsibilities as
provided herein, the Lessor at its cost and expense shall keep the entire
premises wind and watertight at all times, for the proper use of the said
Premises and amenities including without limitation the building’s roof,
foundation, structure, walls, external plumbing, drainage systems, sewerage
lines, air conditioning, electricals of the building etc., provided however, in
the event of the Lessor failing to 


 


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


 


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


 


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


 


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


 


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


 


d.               To fix or install such other devices, gadgets
and equipments as the Lessee may deem fit from time to time for the purpose of
carrying on its business in the said Premises other than the specified common
areas;


 


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


 


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


 


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


 


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


 


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b.              All liabilities of the lessee and its
authorized agents, employees and/or representatives arising out of and in
connection with the lessee’s use and occupation of the said premises.


 


c.               Any other risk or matter in Lessee’s sole
discretion.


 


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


 


18.         Insurance by  Lessor: The
Lessor shall take out necessary insurance with respect to the said Premises and
copies of the same shall be provided to Lessee. The Lessor shall maintain the
already existing comprehensive general liability and all peril insurance
covering the Building including the said premises and all machineries and
equipments, installations and systems etc. Copies of the insurance policies
shall be furnished to the Lessee.  The
insurance covers, inter alia, riots, floods, tempests, fire, earthquake and all
kinds of natural calamities.


 


19.         Sub-Lease  Option: Except
as provided herein, the Lessee shall not assign, transfer, sublet or part with
possession of the said premises and amenities or any portion thereof. However
it is provided that the Lessee may during the lease tenure, sublet the entire
or a part of the said premises to any person, subject to obtaining prior
approval of the Lessor in writing in this regard which approval shall not be
unreasonably withheld. Further it is expressly agreed that the Lessor shall
continue to receive the prevailing lease rental from the Lessee notwithstanding
the fact that the Lessee receives a sub-lease rental below the prevailing lease
rental under the sub-lease agreement entered into by it. The sub-lease
agreement entered into by the Lessee shall automatically stand terminated once
the Lease Deed between the Lessor and the Lessee expires or is terminated or
sooner determined, provided, however, and it is hereby expressly agreed that
the Lessee shall be entitled to assign the Lease hereby granted in part or in
full to any its parent/associate/affiliate companies in which the Lessee has a
majority equity stake or which has a majority equity stake in the Lessee
without any consent from or any additional payment to the Lessor but the Lessee
shall give prompt written notice and obtain confirmation from Lessor of any
such assignment to the Lessor, and which confirmation shall not be unreasonably
withheld provided, further and it is hereby also agreed that the Lessee shall
be entitled without any consent from or any additional payment to the Lessor to
allow the joint use of the said premises to any of its parent/associate/affiliate
companies as aforesaid.


 


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20.         Action against Law: Neither
Lessee nor Lessor shall commit any act, which is prohibited under the laws.


 


21.         Breach of  Contract: If a
party commits a material breach of the terms and conditions of this Deed, the
other party shall issue a notice upon the party in breach, requiring it to
remedy the breach within 30 (thirty) days from the date of receipt of the
notice. In the event the party in breach fails to remedy the breach within the
aforesaid 30 (thirty) days, the other party will be entitled to forthwith
terminate this Deed. In an event, the Lessee commits a material breach of the
terms and conditions of this Deed, it shall vacate the said Premises and hand
over vacant possession thereof to the Lessor if the Lessee fails to remedy the
breach within 30 (thirty) days from the receipt of the notice in that behalf
from the Lessor and the Lessor shall refund the Security Deposit immediately
after adjusting the unpaid lease rentals, if any / any other defaults on Lessee’s
part, as mentioned in clause 6.


 


22.         Return of Possession of Space: At the expiry of the Lease period or any extension thereof or on
earlier termination of the Lease in accordance with the provisions hereof, the
Lessee shall deliver to the Lessor vacant possession of the said Premises in
the same condition in which it had taken the same, subject to natural wear and
tear, damage by riot, strike, war, earth quake, tempest, flood or other act of
God and subject also to the repairs and renovations by the Lessee. At the
expiry of the Lease or sooner determination thereof, if the Lessee handsover
the said Premises to the Lessor in a damaged condition, the Lessor shall be
entitled to adjust the interest free Security Deposit towards the cost of
repair / or replacement of parts of the said Premises; such cost to be
certified by a reputed architect reasonably selected by the parties.


 


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


 


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


 


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


 


25.         Power: The Lessee
shall be provided with 350 KVA power from TIDEL Park Ltd. If the Lessee
requires additional power, it shall be entitled to apply for and obtain at its
own cost, power supply from TNEB or from any other source and the Lessor shall
extend all possible assistance and co-operation in this behalf without any
financial liability.


 


26.         Payments to Lessor: All
payments to be made hereunder by the Lessee to the Lessor shall be made by
cheque/DD payable at Chennai.


 


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


 


28.         Force Majure: Notwithstanding
anything to the contrary, in case of any violence, civil  commotion, tempest, flood, earthquake, or any
inevitable accident or any act beyond the Lessor or the Lessee’s reasonable
control causing damage to the Premises or the Building housing the Premises, or
in the event of the Premises or the Building housing the Premises or any part
thereof is sealed or prohibited to be used by any municipal / governmental/
judicial/ quasi-judicial or local authority resulting in the Lessee, being
unable to use and enjoy the Premises for its business for a continuous
period  of 30 days and the same not being
rectified by the Lessor within 30 days of the same arising, the Lessee shall be
entitled to terminate this Lease, without penalty, by giving 30 days written
notice to the Lessor without assigning any reason thereof. The Lessor shall
thereupon refund in full the Security Deposit after deducting any unpaid Lease
Rentals / Default of Payments on Lessee’s part within 30 days thereafter. It is
agreed that the Lessee shall not be liable to pay any rent or other charges for
the period the Lessee is not in a position to use the said Premises.


 


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


 


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designated by each Party, who shall have an additional 15 (fifteen)
days to resolve the dispute or difference. If the dispute or difference is not
resolved within the thirty (30) days period then, unless the parties otherwise
agree in writing, either party may serve written notice on the other party
stating its intention to proceed to arbitration. The unresolved dispute or
difference shall be finally settled by arbitration under the Arbitration and
Conciliation Act 1996. Such arbitration shall be the sole and exclusive remedy
between the parties with respect to such dispute. In the event of a dispute or
difference being referred to arbitration, this contract will continue to be
enforced.


 


30.         Arbitration: The
arbitration shall take place in Chennai, Tamil Nadu.


 


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THE FIRST SCHEDULE ABOVE REFERRED TO :


 


(Details of the demised premises)


 


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


 


North
by MGR Film City,


East
by Canal Bank Road,


South
by ITTI Campus and


West
by CSIR Campus


 


The following modules of the above property:


 


Module
901 (A1) measuring 1731.26 Square meters (18,628 Square Feet)


Module
902 (A2) measuring 1731.74 Square meters (18,634 Square Feet)


Corridor
area admeasuring 648 Square Feet


Total (37,910 Square Feet)


 


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THE SECOND SCHEDULE ABOVE REFERRED TO :


 


Amenities


 


All
amenities will be Centralized and provided by TIDEL Park Ltd., the maintenance
management company


 


These
include the facilities on the lines of the below mentioned items (indicative)


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


100%
Power Back up


Centralized
Fire protection system


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


House
keeping of Common areas


Access
Control in all common lift lobbies


Other
General Integrated Building Management systems forming part of overall facilities
management


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


 


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THE THIRD SCHEDULE ABOVE REFERRED TO :


(Particulars of Increased Rentals)


I. Rental Scehdule


 


	
  Area to let out
  (in sft.)

  	
   

  	
  37,910

  	
   

  	
  37,910

  	
   

  	
  37,910

  	
   

  	
  37,910

  	
   

  	
  37,910

  	
   

  	
  37,910

  	
   

  



 


	
  Particulars

  	
   

  	
  Year 1

  	
   

  	
  Year 2

  	
   

  	
  Year 3

  	
   

  	
  Year 4

  	
   

  	
  Year 5

  	
   

  	
  Year 6

  	
   

  
	
  Rent agreed per
  month per sq. ft. (Rs.)

  	
   

  	
  50.00

  	
   

  	
  51.50

  	
   

  	
  53.05

  	
   

  	
  54.64

  	
   

  	
  56.28

  	
   

  	
  57.96

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rental amount
  per month (Rs.)

  	
   

  	
  1,895,500

  	
   

  	
  1,952,365

  	
   

  	
  2,010,936

  	
   

  	
  2,071,264

  	
   

  	
  2,133,402

  	
   

  	
  2,197,404

  	
   

  



 


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


 


	
  SIGNED
  SEALED AND DELIVERED

  
	
  by
  the within named LESSOR

  
	
  Transpacific Business Services Private Limited

  
	
  By
  the Hands of its Authorised Signatory

  
	
  /s/  C.S. ILANGOVAN

  
	
  Mr. C.S. ILANGOVAN

  
	
  Director

  
	
   

  
	
  Witness:

  
	
  1.  /s/ 
  J. SUNDAR RAJAN

  
	
  J. Sundar Rajan - CB
  Richard Ellis

  
	
  c/o R. Jagannathan, Plat 9
  Door No. 10

  
	
  L.H. Nagar, II Layout,
  Adambakkam

  
	
  Chennai 600088

  
	
   

  
	
  SIGNED SEALED AND
  DELIVERED

  
	
  by the within named LESSEE

  
	
  At Road
  Software India Private Limited

  
	
  by the Hands of its duly
  Authorised Signatory

  
	
  /s/ RAJAN S. AIYER

  
	
  Mr. Rajan S. Aiyer

  
	
   

  
	
  Witness:

  
	
  1. /s/  J. BELAJI

  
	
  J. Belaji

  
	
  c/o T. R. Jadaraman

  
	
  4th  Floor, Elnet Software City

  
	
  C.P.T. Road, Tasamani

  
	
  Chennai - 600113

  



 


 


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