Exhibit 10.18


 





 


Warehouse
and Plot Lease 



 


 


 


KIZAD
LOGISTICS PARK


 


Unit
no. LIU03 plus Plot KHIA4-14A


 


Signing
Date: [             ]


 


 


 


 


ABU
DHABI PORTS COMPANY PJSC


 


AND


 


NWTN
TECHNOLOGIES INDUSTRIES - SOLE PROPRIETORSHIP L.L.C. 


 






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Contents



 


	Clause	 	 	Page
	 	 	 	 
	Part
    I – The Particulars	 	4
	 	 	 	 
	Part
    II – Standard Terms	 	 
	 	 	 	 
	1.	Definitions
    and Interpretation	 	6
	2.	Grant
    of Lease	 	11
	3.	Rent	 	13
	4.	Payments
    Generally	 	13
	5.	Rent
    Indexation	 	13
	6.	Security
    Deposit and Additional Security	 	13
	7.	Outgoings,
    Utilities and Services	 	14
	8.	Late
    Payment Amount	 	15
	9.	Use
    of the Premises	 	16
	10.	Repairs,
    Decoration etc.	 	18
	11.	Yield
    Up	 	19
	12.	Fit-out
    Works	 	20
	13.	Performance
    of the Fit-out Works	 	21
	14.	Alterations	 	23
	15.	Quiet
    Enjoyment	 	24
	16.	ADPC’s
    Right of Inspection	 	24
	17.	Notification
    by the Tenant	 	24
	18.	Compliance
    with ADPC’s Notices	 	24
	19.	ADPC’s
    Costs	 	25
	20.	Applicable
    Law Requirements	 	25
	21.	Insurance	 	25
	22.	Use
    of Intellectual Property	 	29
	23.	ADPC
    Approvals	 	30
	24.	Limits
    on ADPC’s Right to Change Kizad Rules	 	30
	25.	Dealings	 	30
	26.	Services	 	31
	27.	Termination	 	31
	28.	Exclusion
    of ADPC’s Liability	 	33
	29.	Indemnity	 	33
	30.	Confidentiality	 	33
	31.	No
    Warranty as to Use	 	34
	32.	Translation
    and Registration of this Lease	 	34



 






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	33.	General	35
	34.	Notices	35
	35.	Governing
    Law and Jurisdiction	35
	36.	Waiver
    of Immunity	36
	37.	No
    Waiver and Severance	36
	38.	No
    Variation	36
	39.	Legal
    Costs	36
	40.	Counterparts	36
	Schedule
    1 Plans	37
	Premises
    Plan	37
	Schedule
    2 Rights Granted	38
	Schedule
    3 Exceptions and Reservations	39
	Schedule
    4 Services	41
	Schedule
    5 Specifications	42
	Part
    1 ADPC Specifications	42
	Part
    2 Tenant’s Specification Modifications	43
	Part
III – Amendments and Special	 



 


	Conditions	44
	Schedule
  6 Rent Escalation	45



 


THIS
LEASE (this “Lease”) consists of the following:


 


Part
I – Particulars;


 


Part
II – Standard Terms; and


 


Part
III – Amendments to Standard Terms and Special Conditions


 






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PART
I


 


		PARTICULARS	



 


 


	1.	Signing
    Date:	[               ]
	 	 	 
	2.	ADPC:	ABU
    DHABI PORTS COMPANY PJSC, of Abu Dhabi Ports Company Building, Mina Road, PO Box 54477, Abu Dhabi, UAE (ADPC)
	 	 	 
	 	 	Contact
    details:	 
	 	 	 	 
	 	 	Phone
    no.:	+971
    (2) 695 2929
	 	 	 	 
	 	 	Fax
    no.:	+971
    (2) 695 2177
	 	 	 	 
	 	 	Attention:	Mohamed
    Al Khadar Al Ahmed
	 	 	 	 
	3.	Tenant:	NWTN
    TECHNOLOGIES INDUSTRIES - SOLE PROPRIETORSHIP L.L.C. a company incorporated under the laws of Abu Dhabi with Commercial Registration
    Number of IN-2005090 and P.O. Box 6009, Silicon Oasis, Dubai, UAE (Tenant)
	 	 	 
	 	 	Contact
    details:	 
	 	 	 	 
	 	 	Phone
    No:	+971
    58 698 6286
	 	 	 	 
	 	 	Attention:	Mr.
    Nan Wu
	 	 	 	 
	4.	Guarantor	Not
    Applicable
	 	 	 
	5.	Premises:	Plot
    KHIA4-14A comprising approximately 25,638.92 m2, which includes the factory, warehouses and offices comprising a Built-Up
    Area of approximately 11,840.78 m2 as constructed on the Plot.  The Plot and buildings located thereon are shown for
    the purposes of identification and edged red on the Premises Plan and as more particularly described in Clause 1.1.34 of this Lease.
	 	 	 
	6.	KIZAD:	The
    industrial zone at Taweelah, Abu Dhabi, owned by ADPC, including any and all extensions to the Kizad from time to time.
	 	 	 
	7.	Rent:	AED
    2,368,156.00 per year plus any applicable Sales or Use Tax or VAT that may be applied pursuant to UAE Law.  The Rent amounts
    shall be subject to annual revision in accordance with Clause 5 of this Lease. 
	 	 	 
	8.	Rent
    Commencement 

    Date
	The
    date three (3) months from the Term Commencement Date 
	 	 	 
	9.	Not
    used	 
	 	 	 
	10.	Term
    Commencement Date	
    October 1, 2022
	 	 	 
	11.	Term:	Five
    (5) Years commencing on the Term Commencement Date.  



 






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	12.
    	Security
    Deposit:

      
	means
    the amount of AED 592,039.00 as has been agreed between ADPC and the Tenant in accordance with Clause 6 of Part II Standard Lease
    Terms of this Lease.
	 	 	 
	13.
    	Permitted
    Use:	The
    use of the Premises as:

     

    A     
    All actives specified in the industrial licence obtained by the company in the Emirates of Abu Dhabi which includes Industrial activities
    and related storage, distribution, and logistics activities; and

     

    B      
    ancillary Office Premises and

     

    in
    accordance with the Kizad Rules, the Use Restrictions and subject to the trade licence held by the Tenant. 



 






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PART
II


 


STANDARD
LEASE TERMS


 


THIS
LEASE (this Lease) is made on the date written in Item 1 of the Particulars.


 


BETWEEN:


 


		(1)	ABU
                                            DHABI PORTS COMPANY PJSC, incorporated by Emiri Decree no. 6 of 2006, having its registered
                                            office at Abu Dhabi Ports Company Building, Mina Road, PO Box 54477, Abu Dhabi, United Arab
                                            Emirates with commercial registration number 1004600 (ADPC); and



 


		(2)	The
                                            person named and described in Item 3 of the Particulars (Tenant).



 


IT
IS AGREED as follows:


 


		1.	Definitions
                                            and Interpretation



 


		1.1	Definitions



 


In
this Lease:


 


		1.1.1	Adjoining
                                            Property means all land and/or building adjoining or neighbouring the Premises.



 


		1.1.2	ADPC
                                            means the party defined as such in the Particulars and includes its permitted successors
                                            and assignees entitled to the reversion to the interest created by this Lease from time to
                                            time.



 


		1.1.3	ADPC
                                            Approvals means:



 


		(a)	in
                                            relation to the Fit-Out Works or any permitted alterations or works by the Tenant on the
                                            Premises, the approvals required by the Tenant from ADPC under this Lease, the Kizad Rules,
                                            and the Fit-Out Guide, as amended from time to time in accordance with this Lease; and



 


		(b)	in
                                            relation to matters other than the Fit-Out Works or any permitted alterations or works by
                                            the Tenant on the Premises, approvals required by the Tenant from ADPC under this Lease and
                                            the Kizad Rules as amended from time to time in accordance with this Lease,



 


and
ADPC Approval means any one of the ADPC Approvals.


 


		1.1.4	AED
                                            means UAE Dirhams, the lawful currency of the UAE.



 


		1.1.5	Affiliate
                                            means, in relation to a person (the first person), a person that directly or indirectly
                                            through one or more intermediaries controls, is controlled by, or is under common control
                                            with the first person (where control means the possession of the power to direct the
                                            management and policies of a person or the distribution of its profits).



 


		1.1.6	Amendments
                                            and Special Conditions means the provisions set out in Part III of this Lease.



 


		1.1.7	Applicable
                                            Law means the laws enacted or to be enacted either in the Emirate of Abu Dhabi or by
                                            the Federal legislature of the UAE, including Environmental Laws and laws concerning the
                                            registration of Relevant Interests and the regulation of the relationship between ADPC and
                                            the Tenant in the Emirate of Abu Dhabi and any other relevant laws, decrees and/or regulations
                                            that relate to or govern any of the matters referred to in this Lease.



 






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		1.1.8	Change
                                            of Control is defined in Sub-Clause 25.2.3 of Clause ‎25.2.



 


		1.1.9	Claim
                                            means any suit, action, legal or administrative proceedings, claim, demand, loss, damages,
                                            liability, fine, cost and expense of whatsoever kind or nature (including reasonable attorney’s
                                            fees and expenses), whether arising before or after the expiry or early termination of this
                                            Lease but excluding any indirect or consequential damages.



 


		1.1.10	Common
                                            Parts means areas which are provided for common use in Kizad including the pedestrian
                                            ways, Kizad roadways, vehicle routes, circulation areas, services areas, and landscaped areas.



 


		1.1.11	Conduits
                                            means all pipes used for the transport of fixed substances, liquids, and gases as well
                                            as cables (whether electric, fibre or any other type), pipe racks and conveyor belts, in
                                            each case located in or above the ground, and all ancillary or related installations.



 


		1.1.12	Environmental
                                            Laws means any Applicable Laws relating to the protection of the environment or harm
                                            to or the protection of human, animal or plant life, the air or any water body or system.



 


		1.1.13	Event
                                            of Default is defined in Clause ‎27.3.



 


		1.1.14	Fire
                                            System means the fire alarm system and sprinkler system situated at the Premises.



 


		1.1.15	Fit-Out
                                            Guide means the rules and regulations promulgated by ADPC, relating to tenants’ Fit-Out
                                            Works, as amended from time to time.



 


		1.1.16	Fit-Out
                                            Works means tenant’s Fit-Out works that include any of the following: fixtures, warehouse
                                            racking or storage solutions, air conditioning units for the warehouse cooling plant chillers,
                                            cold storage and ventilation, lighting or electrical works battery powered UPS, battery charging
                                            for M&E equipment, and any loading and unloading equipment attached the Premises (including
                                            but not limited to dock levellers, dock seals, canopies, and truck restraints).



 


		1.1.17	Full
                                            Reinstatement Cost means the full cost of reinstating the Premises, ancillary expenses
                                            and architects’, surveyors’ and other professional fees and expenses incidental thereto.



 


		1.1.18	Hazardous
                                            Substance means any solid, liquid, or gaseous substances having properties harmful to
                                            human health or adverse impact on the environment such as toxic substances, explosive, flammable,
                                            or ionizing radioactive substances or any other substance regulated by Environmental Laws.



 


		1.1.19	Insolvent
                                            means, in relation to a person, that the person ceases to be able to pay its debts as
                                            they fall due, or its assets are not sufficient to pay its debts. Any one or more of the
                                            following events is sufficient evidence for the purposes of this Lease of the inability of
                                            a person to pay its debts as they fall due:



 


		(a)	the
                                            relevant person commencing composition or similar proceedings or entering into any composition
                                            or arrangement with its creditors or any of them or announcing publicly its intention to
                                            do so;



 


		(b)	the
                                            relevant person commencing its own bankruptcy proceedings; or



 


		(c)	any
                                            creditor of the relevant person filing proceedings in any jurisdiction for its liquidation
                                            or administration.



 






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		1.1.20	Insured
                                            Risks means:



 


		(a)	theft,
                                            fire, storm, tempest, flood, earthquake, lightning, explosion, accidental physical damage,
                                            impact, aircraft (other than hostile aircraft) and other aerial devices and articles dropped
                                            from them, riot, civil commotion, terrorism, and malicious damage, bursting or overflowing
                                            of water tanks, apparatus, or pipes;



 


		(b)	third
                                            party or public liability covering personal injury and death of any person and damage to
                                            or loss of any property (including property of ADPC) arising in connection with this Lease
                                            or the use of the Premises by the Tenant, in an amount of not less than the amount stipulated
                                            by ADPC from time to time by notice to the Tenant and, in the absence of stipulation by ADPC,
                                            an amount that is consistent with international best practice;



 


		(c)	environmental
                                            risks, including gradual pollution by the Tenant or any Tenant Party; and



 


		(d)	any
                                            other risks that ADPC, acting reasonably, from time to time throughout the Term determines,
                                            subject to any exclusions, excesses, limitations, terms, and conditions contained in any
                                            policy taken out by the Tenant and that are usual in the international insurance markets.



 


		1.1.21	Kizad
                                            is defined in the Particulars.



 


		1.1.22	Kizad
                                            Rules means, as applicable ‘Khalifa Industrial Zone Rules’ governing the use of the Kizad
                                            promulgated by ADPC, as amended from time to time.



 


		1.1.23	Late
                                            Payment Amount is defined in Clause ‎8.1.



 


		1.1.24	Legal
                                            Requirements means insofar as they apply to the Premises, all Applicable Law and all
                                            regulations, orders, codes of practice or delegated or subordinate legislation made thereunder,
                                            building regulations, fire and safety regulations and the regulations, requirements and by-laws
                                            of any municipality, local authority, national or public utility company or other authority.



 


		1.1.25	Lettable
                                            Unit means any unit of accommodation in Kizad, which ADPC intends to be used for separate
                                            occupation;



 


		1.1.26	Liabilities
                                            means:



 


		(a)	any
                                            Claims, demands, damages, losses, costs, and expenses arising out of or incidental to (i)
                                            any breach by the Tenant of its covenants under this Lease, or (ii) the enforcement by ADPC
                                            of the obligations of the Tenant under this Lease; and



 


		(b)	any
                                            costs incurred by ADPC in connection with any application for consent required by or made
                                            pursuant to this Lease (such costs to include reasonable management and professional fees
                                            and monitoring fees and expenses in connection therewith),



 


whether
or not any amounts or matters are unascertained or unquantified at any relevant time and Liability has a corresponding meaning.


 


		1.1.27	Office
                                            Premises means the internal part of the Premises to be used as offices;



 


		1.1.28	Payment
                                            Obligations means all payments from time to time due from the Tenant to ADPC under this
                                            Lease including the Rent and all other monetary obligations of the Tenant pursuant to any
                                            of the indemnities given by the Tenant to ADPC, whether or not formally demanded.



 


		1.1.29	Permitted
                                            Use means the activity or activities that the Tenant is allowed to conduct or permit
                                            to be conducted in the Premises, as described in the Particulars.



 






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		1.1.30	Premises
                                            means the whole of the land and buildings described in the Particulars and shown in more
                                            detail on the Premises Plan.



 


		1.1.31	Premises
                                            Plan means the plans attached as ‎Part A (Premises Plan) of ‎Schedule
                                            1 (Plans).



 


		1.1.32	Prohibited
                                            Materials means any goods, materials, substances, or products not in accordance with
                                            Applicable Laws or Legal Requirements or otherwise generally known or suspected in the construction
                                            or engineering industries at the time of use or specification (as appropriate) to be deleterious
                                            to health in humans or safety.



 


		1.1.33	Quarter
                                            means a three-month period commencing on 1 January, 1 April, 1 July, or 1 October (each
                                            a Quarter Day) (or any other three-month period from time to time designated by ADPC),
                                            but the last Quarter ends on the date of termination of this Lease and Quarterly has
                                            a corresponding meaning.



 


		1.1.34	Relevant
                                            Authority means, as the context requires, the relevant and competent governmental and/or
                                            local authority and/or any service provider prescribed or approved by ADPC and having jurisdiction
                                            over the Kizad and/or the Kizad Freezone (as applicable) (including the relevant Utility
                                            authorities or providers) in each case having jurisdiction over the relevant matter including,
                                            (as applicable) the Department of Planning and Economy, the Land Registration Department
                                            of the Abu Dhabi Municipality, the Environmental Agency – Abu Dhabi, the Urban Planning
                                            Council of Abu Dhabi, the Critical National Infrastructure Authority or any other ministry,
                                            department, body, tribunal or local authority having jurisdiction over the Premises, and/or
                                            the Kizad and/or the Kizad Freezone (as applicable).



 


		1.1.35	Relevant
                                            Interest means any musataha, waqf, usufruct (intifa), lease, charge, or other interest
                                            or right of a similar nature and Relevant Interests means more than one Relevant Interest.



 


		1.1.36	Rent
                                            means the annual fee payable by the Tenant to ADPC, which for the first year of the Term
                                            is the amount mentioned in Item 7 of the Particulars and which shall then be escalated during
                                            the Term as detailed in Clause ‎5.



 


		1.1.37	Rent
                                            Commencement Date is defined in the Particulars.



 


		1.1.38	Retained
                                            Parts means any Service Media on or under the Premises and Kizad which do not exclusively
                                            serve the Premises and the Fire System and are not controlled or operated by a Relevant Authority.



 


		1.1.39	Sales
                                            or Use Tax means all taxes, excise taxes, sales added or value added taxes and use taxes
                                            (as defined in any relevant legislation in the relevant territory, as amended or re-enacted
                                            from time to time, and legislation supplemental to it) imposed or to be imposed upon any
                                            payment due to ADPC pursuant to this Lease Agreement, at the rate in force when the relevant
                                            supply is made and includes any tax or taxes of a similar nature substituted for, or levied
                                            in addition to, such tax or taxes.



 


		1.1.40	Security
                                            Deposit is defined in the Particulars.



 


		1.1.41	Service
                                            Media means those parts of Kizad and the Premises comprising common water supply waste
                                            and soil pipes drains sewers gutters down pipes gas and other fuel pipes electricity and
                                            telephone cables wires and all other common conducting media plant and apparatus for the
                                            provision supply control and monitoring of services to or from the Premises and other common
                                            equipment but excluding any Tenant’s service conduits installed beyond the service cut off
                                            points within the Plot or Premises.



 


		1.1.42	Services
                                            means the services described in Schedule 4



 






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		1.1.43	Tenant
                                            means the party defined as Tenant in the Particulars and includes its permitted successors
                                            and assignees.



 


		1.1.44	Tenant’s
                                            Plans means the plans of the Tenant submitted to ADPC pursuant to Clause ‎12.2.2.



 


		1.1.45	Tenant
                                            Parties means contractors, shareholders, directors, officers, employees, agents and representatives
                                            of the Tenant and Tenant Party means any one of them.



 


		1.1.46	Term
                                            is defined in the Particulars.



 


		1.1.47	Term
                                            Commencement Date is defined in the Particulars.



 


		1.1.48	Third
                                            Party Approvals means, in respect of any activity, all licences (including commercial
                                            trade licences), consents, approvals, no objection certificates, certificates and permits
                                            required from any Relevant Authority in respect of that activity in accordance with Applicable
                                            Law and Third-Party Approval means one of the Third-Party Approvals. If any Relevant
                                            Authority delegates to ADPC any right to grant any licence, consent, approval, no objection
                                            certificate, certificate or permit on its behalf, the relevant licence, consent, approval,
                                            or permit is considered a Third-Party Approval. If ADPC is granted any authority status under
                                            any legislation and, in that capacity, it is empowered to grant any licence, consent, approval,
                                            no objection certificate, certificate or permit, the relevant licence, consent, approval,
                                            no objection certificate, certificate or permit is considered a Third-Party Approval.



 


		1.1.49	UAE
                                            means the Federation of the United Arab Emirates.



 


		1.1.50	Use
                                            Restrictions means the use restrictions set out in Clause 9.3.



 


		1.1.51	Utilities
                                            means water, steam, air, gas, sewage, drainage of storm water or groundwater, electricity,
                                            radio, television, telegraphic, telephone, telecommunications, supply of landfill and other
                                            services and supplies of any nature.



 


		1.1.52	Warranties
                                            mean the warranties given in favour of ADPC in relation to the design and construction
                                            of the Premises.



 


		1.2	Interpretation



 


Unless
there is something in the subject or context that is inconsistent in this Lease:


 


		1.2.1	every
                                            covenant by a party comprising more than one (1) person is deemed to be made by the persons
                                            comprising that party jointly and by each of them severally;



 


		1.2.2	person
                                            means any natural person or any firm, company, corporation, or other entity, as the context
                                            requires;



 


		1.2.3	Party
                                            means a party to this Lease and Parties means the parties to this Lease collectively;



 


		1.2.4	any
                                            covenant by a Party to do any act or thing includes an obligation to procure that the act
                                            or thing is done;



 


		1.2.5	any
                                            covenant by a Party not to do any act or thing includes an obligation not to permit or suffer
                                            the act or thing to be done;



 


		1.2.6	any
                                            obligation on the Tenant is deemed to be an obligation on its Tenant Parties;



 


		1.2.7	words
                                            denoting any gender include each other gender;



 






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		1.2.8	words
                                            denoting the singular may denote the plural and vice versa if the context requires;



 


		1.2.9	references
                                            to Applicable Law, Legal Requirements, laws, regulations, or requirements include references
                                            to any modification, extension, or re-enactment thereof from time to time;



 


		1.2.10	any
                                            reference to the right of ADPC to have access to, or enter, the Premises (or any part thereof)
                                            extends to ADPC, any manager of the Premises and all persons authorised by any of them, including
                                            their respective agents, professional advisers, contractors, and workmen;



 


		1.2.11	the
                                            words preceding include and including must not be read as limited by the words that follow;



 


		1.2.12	if
                                            any provision in a definition of this Lease is a substantive provision conferring rights
                                            or imposing obligations then, notwithstanding that it is only in the interpretation Clause
                                            of this Lease, effect must be given to it as if it were a substantive provision;



 


		1.2.13	Particulars
                                            means the table headed as such at the beginning of this Lease, Clause means a
                                            Clause or sub-Clause of this Lease, Schedule means a Schedule attached to Part II
                                            of this Lease;



 


		1.2.14	Clause
                                            headings are inserted for convenience only and do not affect the interpretation of this Lease;



 


		1.2.15	reference
                                            to this Lease or any other agreement or document is a reference to this Lease or that agreement
                                            or document as amended, modified, or supplemented and in effect from time to time and includes
                                            a reference to any document that amends, modifies, or supplements it, or is entered into,
                                            made, or given pursuant to or in accordance with its terms;



 


		1.2.16	all
                                            periods of time shall be based on and computed according to the Gregorian calendar;



 


		1.2.17	a
                                            year is a period commencing from any day in a calendar year and ending on the day before
                                            the numerically corresponding day in the next calendar year;



 


		1.2.18	reference
                                            to the Premises (unless the context requires otherwise) is a reference to each and every
                                            part of the Premises; and



 


		1.2.19	any
                                            provision of this Lease requiring a Party to indemnify or reimburse the other Party must
                                            be read as an obligation to indemnify against or reimburse only the Party’s actual costs,
                                            excluding any costs of funding or any opportunity costs.



 


		1.3	Parts
                                            I, II and III comprise the Lease



 


The
Particulars (Part I), the Standard Terms and the accompanying Schedules (Part II) and the Amendments and Special Conditions (Part III)
each form part of this Lease and have effect as if set out in full in the body of this Lease and any reference to this Lease includes
the Particulars, the Standard Terms and the Amendments and Special Conditions and Part II of this Lease shall be read and construed having
regards to the provisions of Part III.


 


		2.	Grant
                                            of Lease



 


		2.1	Grant
                                            and Term



 


ADPC
(at the request of the Guarantor, if applicable) grants for the Term on the terms of this Lease and the Tenant accepts for the Term the
grant of a lease in respect of the Premises.


 


		2.2	Rights
                                            and easements



 


ADPC
grants to the Tenant the rights and/or easements set out in Schedule 3 (Rights Granted).


 



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		2.3	Exceptions
                                            and reservations



 


There
are excepted and reserved to ADPC out of this Lease the matters, exceptions, restrictions, rights of way, easements, reservations, and
rights (without any liabilities to pay compensation to the Tenant or otherwise) set out in ‎Schedule 3 (Exceptions and Reservations).


 


		2.4	Third
                                            party rights



 


This
Lease is granted subject to any rights, easements, reservations, privileges, covenants, restrictions, stipulations, encumbrances, and
other matters of whatever nature:


 


		2.4.1	affecting
                                            the Premises as at the Term Commencement Date;



 


		2.4.2	permitted
                                            by or referred to in this Lease; and



 


		2.4.3	permitted
                                            by or referred to in the Kizad Rules as at the Term Commencement Date.



 


		2.5	No
                                            implied easements



 


Nothing
in this Lease confers on, or grants to, the Tenant any right of way, easement, right or privilege other than any expressly granted by
this Lease.


 


		2.6	Encroachments
                                            and easements



 


The
Tenant shall not stop up or obstruct any of the windows or lights belonging to the Premises and shall not permit any new window, light,
opening, doorway, passage, Conduit or other encroachment or easement to be made or acquired into, on or over the Premises or any part
of them. If any person shall attempt to make or acquire any encroachment or easement whatsoever, the Tenant shall give written notice
of that fact to ADPC immediately it shall come to the notice of the Tenant and, at the request of ADPC but at the cost of the Tenant,
adopt such means as may be reasonably required by ADPC for preventing any encroachment or the acquisition of any easement.


 


		2.7	Covenants
                                            relating to other property



 


Nothing
contained in, or implied by, this Lease shall give the Tenant the benefit of, or the right to enforce or prevent the release or modification
of, any covenant or agreement entered into by any tenant of ADPC in respect of any property not comprised in this Lease.


 


		2.8	Covenants
                                            by Tenant



 


The
Tenant shall enter into any covenants that ADPC reasonably requires regarding the manner of execution of any works to which ADPC consents
under this Lease and the reinstatement of the Premises at the end of the Term.


 


		2.9	Tenant’s
                                            obligation to comply with the Kizad Rules



 


		2.9.1	Subject
                                            to Clause 24, the Tenant:



 


		(a)	is
                                            bound by and must comply with the Kizad Rules; and



 


		(b)	throughout
                                            the Term and must ensure that its Tenant Parties comply with these rules,



 


throughout
the Term.


 






    12


     


    

 


		2.9.2	The
                                            Tenant acknowledges that it has received a copy of the edition of the Kizad Rules current
                                            at the Term Commencement Date.



 


		3.	Rent



 


Payment
of the Rent


 


Throughout
the Term, the Tenant must pay to ADPC the Rent by one (1) or four (4) equal instalments in advance on the first day of each Quarter,
except for the first instalment, which is payable on the Rent Commencement Date and, unless the Rent Commencement Date is a Quarter Day,
is for an amount equal to a proration of a Quarterly instalment for the period from and including the Rent Commencement Date to and including
the last day of the Quarter that is current on the Rent Commencement Date. If the date of expiry of the Term is not the last day of a
Quarter, the last instalment shall be a proration of a Quarterly instalment.


 


Continuing
application of provisions


 


This
Clause 3 continues to apply notwithstanding the expiration of the Term but only in respect of the period ending on the expiration of
the Term.


 


		4.	Payments
                                            Generally



 


		4.1	Payment
                                            of other amounts



 


Unless
otherwise provided in this Lease, the Tenant must pay any other amounts payable by it under this Lease within thirty (30) days of written
demand by ADPC. If this amount is not promptly made, ADPC has the right to require the Tenant to pay a Late Payment Amount.


 


		4.2	Method
                                            of payment



 


		4.2.1	The
                                            Tenant must pay the Rent by electronic transfer to any account specified by ADPC, from time
                                            to time.



 


		4.2.2	Subject
                                            to Clause ‎4.2.1, all amounts payable by the Tenant in accordance with this Lease must
                                            be paid in the manner required by ADPC and so that ADPC (in each case) receives full value
                                            in cleared funds on the date when payment is due.



 


		4.3	No
                                            right of set-off



 


Subject
to any contrary mandatory requirement of Applicable Law and except as expressly provided for in this Lease, the Tenant must not exercise
any right of set-off, deduction, abatement, or counterclaim to reduce its liability for the Rent or any other amount due under this Lease.


 


		5.	Rent
                                            ESCALATION



 


		5.1	Revision
                                            of Rent



 


		5.1.1	ADPC
                                            shall revise the Rent for year of the Term applicable from each anniversary of the Term Commencement
                                            Date in accordance with the table set out at Schedule 6.



 


		6.	Security
                                            Deposit



 


		6.1	Security
                                            Deposit



 


On
or before signing of this Lease Agreement, the Tenant shall pay to ADPC the Security Deposit as detailed in Particular 12.


 






    13


     


    

 


		6.2	Purpose
                                            of Security Deposit



 


The
Tenant agrees that ADPC holds the Security Deposit as security for the due performance and observance of the Tenant’s obligations under
this Lease including the Payment Obligations and for all Liabilities that ADPC incurs as a result of or in any way arising from any breach,
non-performance, or non-observance of any of the Tenant’s obligations under this Lease. A lien over the Security Deposit in favour of
ADPC automatically comes into effect on the occurrence of any event entitling ADPC to terminate this Lease.


 


		6.3	ADPC’s
                                            right to use Security Deposit



 


ADPC
may at any time and as often as necessary make a deduction from the Security Deposit of any amount sufficient to compensate ADPC for
any default by the Tenant in meeting any Payment Obligations and for all Liabilities ADPC incurs.


 


		6.4	Tenant’s
                                            obligation to ‘top up’ Security Deposit, if used by ADPC



 


If
ADPC makes a deduction from the Security Deposit in accordance with Clause 6.3, the Tenant must pay to ADPC on demand the amount required
to make up the Security Deposit to the amount of the Security Deposit before the deduction.


 


		6.5	Return
                                            of Security Deposit and Additional Security



 


On
the date three (3) months after the expiry of the Term ADPC must return the balance of the Security Deposit (if any) to the Tenant after
deducting all Payment Obligations and Liabilities owed by the Tenant to ADPC at that time but, if ADPC has any unquantified or unascertained
Liabilities at that time, then ADPC need not return the balance of the Security Deposit (if any) to the Tenant until one (1) month after
the amount of the Liabilities have been quantified or ascertained and settled by the Tenant. However, in the event of any unquantified
or unascertained Liabilities ADPC shall not retain the Security deposit for a period of more than six (6) months and determine any Liabilities
or repay the Security Deposit within this period.


 


		7.	Outgoings,
                                            Utilities and Services



 


		7.1	Outgoings



 


The
Tenant must pay, or indemnify ADPC against, all existing and future rates, taxes, duties, charges, assessments, impositions and other
outgoings whatsoever (whether government or municipality, local or of any other description and whether or not of a capital or non-recurring
nature or of a wholly novel character) which are now or at any time during the Term charged, levied, assessed or imposed upon, or payable
in respect of, the Premises or upon the owner or occupier of the Premises or the business carried out at the Premises by Applicable Law
or any Relevant Authority during the Term and, in the absence of a direct assessment on the Premises, the Tenant must pay to ADPC a fair
proportion (to be reasonably determined by or on behalf of ADPC) of any such outgoings.


 


		7.2	Costs
                                            of Utilities, etc.



 


Without
prejudice to the generality of Clause ‎7.1, the Tenant must:


 


		7.2.1	pay
                                            all costs in relation to Utilities (including any service or Utility provided by ADPC or
                                            any Affiliate of ADPC) and all charges for sewage and environmental services consumed or
                                            used at the Premises, including any hiring charges, deposits, meter rents and standing charges;
                                            and



 


		7.2.2	perform
                                            and observe all present and future regulations and requirements of the electricity, gas,
                                            water, telecommunications and other service supply companies or boards in respect of the
                                            supply and consumption of electricity, gas, water, telephone and any other such services
                                            on the Premises.



 






    14


     


    

 


		7.3	Utilities
                                            supply risk



 


		7.3.1	The
                                            Tenant is solely responsible for ensuring the availability of the Utilities it requires at
                                            the Premises in order to undertake the Fit-Out Works and in order to undertake operations
                                            at the Premises.



 


		7.3.2	The
                                            Tenant assumes the risk of any delay by any Utility provider in providing a Utility, any
                                            interruption of supply of any Utility for use at the Premises and any adverse change in the
                                            terms (including cost) on which any Utility provider supplies any Utility for use at the
                                            Premises.



 


		7.3.3	The
                                            Tenant shall be responsible for the supply and provision of Utilities meters at the Premises
                                            in accordance with the requirements of any Utility Provider or Relevant Authority and assumes
                                            the risk of any delay by any Utility provider, Relevant Authority, or its own failure to
                                            obtain such approval or supply.



 


		7.4	Payment
                                            of Sales or Use Tax and Invoicing



 


		7.4.1	An
                                            obligation to pay money includes an obligation to pay any Sales or Use Tax chargeable in
                                            respect of that payment.



 


		7.4.2	All
                                            sums payable by the Tenant under this Lease are exclusive of Sales or Use Tax.



 


		7.4.3	ADPC
                                            shall issue a VAT invoice (or other appropriate invoice) in respect of any Sales or Use Tax
                                            payable by the Tenant under this Lease containing the information prescribed by law and within
                                            such time as may be required by law.



 


		7.5	Other
                                            Taxes



 


Without
limitation to clause 7.4 (Payment of Sales or Use Tax and Invoicing) if any amount to be paid or reimbursed to ADPC under this
Lease is subject to any payment, deduction or withholding for any present or future taxes, levies, imposts, duties, fees, deductions,
charges or liabilities imposed by Applicable Law, other than corporate income tax payable by ADPC, (in this Clause 7.5 called an “Additional
Amount”), the Tenant must pursuant to Applicable Law pay the Additional Amount to the appropriate Government Authority or to
ADPC (who shall in turn account for the Additional Amount to the appropriate Government Authority). In the case of any payment made direct
to ADPC, it must be grossed-up by an amount required to leave ADPC in the same after-tax position as it would have been in if the Additional
Amount had not been required to be made by it.


 


		7.6	Reimbursement
                                            of Sales or Use Tax or other taxes



 


		7.6.1	Where
                                            the Tenant is required by the terms of this Lease to reimburse ADPC for any amount, cost
                                            or expense, the Tenant must reimburse ADPC for the full amount of that cost or expense, including
                                            any part thereof that represents Sales or Use Tax or other taxes, levies, imposts, duties,
                                            fees, deductions, charges, or liabilities imposed by any Applicable Law, other than corporate
                                            income tax payable by ADPC.



 


		7.6.2	The
                                            Tenant must provide to ADPC details of its applicable VAT or tax registration and other such
                                            information as may be required by Applicable Law or any tax regulations in force in connection
                                            with any tax reporting requirements for any supply under this Lease.



 


		8.	Late
                                            Payment Amount



 


		8.1	Late
                                            Payment Amount



 


If
the Tenant fails to pay any amount due under this Lease on the due date (Due Date), ADPC may increase that amount to include an
additional amount (Late Payment Amount) calculated in accordance with Clause ‎8.2 and for the purposes of Clause ‎8.2:


 





		8.1.1	Applicable
                                            Period means the period beginning on the Due Date and ending on the date on which the
                                            Unpaid Amount is paid in full;


 






    15


     


    

 


		8.1.2	EIBOR
                                            for any period and any amount means the rate per annum calculated by ADPC as the arithmetic
                                            mean (rounded upwards to four decimal places) of the EIBOR Screen Rate for that period, at
                                            or about 11.00 a.m. (Abu Dhabi time) on the quotation date for that period;



 


		8.1.3	EIBOR
                                            Screen Rate means the United Arab Emirates Interbank Offered Rate for AED displayed on
                                            the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases
                                            to be available, ADPC may specify another page or service displaying the appropriate rate;



 


		8.1.4	Margin
                                            means three percent (3%) per annum; and



 


		8.1.5	Unpaid
                                            Amount means any amount due by the Tenant under this Lease but unpaid.



 


		8.2	Calculation
                                            of Late Payment Amount



 


The
Late Payment Amount is an amount equal to the Unpaid Amount multiplied by the sum of (i) EIBOR for the Applicable Period expressed as
a percentage per annum; and (ii) and the Margin, with the product then multiplied by the number of days in the Applicable Period and
then divided by 365.


 


		8.3	Use
                                            of Late Payment Amount



 


Any
Late Payment Amount received by ADPC must be:


 


		8.3.1	used
                                            to pay any actual costs (not to include any opportunity cost or funding costs) incurred by
                                            ADPC as a result of the late payment of the Unpaid Amount; and



 


		8.3.2	the
                                            remaining amount (if any) must be donated, on behalf of the Tenant, to the Red Crescent or
                                            any other Islamic charity or charities chosen by ADPC.



 


		9.	Use
                                            of the Premises



 


		9.1	Permitted
                                            Use



 


The
Tenant must at all times not use the Premises except for the Permitted Use.


 


		9.2	Tenant’s
                                            obligation to comply with the Use Restrictions, etc.



 


Throughout
the Term, the Tenant is bound by and must comply with and ensure that its Tenant Parties comply with:


 


		9.2.1	the
                                            Use Restrictions; and



 


		9.2.2	the
                                            Kizad Rules; and



 


		9.2.3	all
                                            Applicable Law, all relevant Third-Party Approvals and any other regulations that are reasonably
                                            imposed by ADPC or any Relevant Authority relating to the Premises, the use of the Premises
                                            or any items on the Premises.



 






    16


     


    

 


		9.3	Use
                                            Restrictions



 


		9.3.1	Hazardous
                                            Substances



 


The
Tenant shall:


 


		(a)	not
                                            keep in the Premises any Hazardous Substance other than strictly in accordance with the manufacturers
                                            or suppliers requirements and recommendations for the safe keeping of such Hazardous Substance
                                            and in accordance with all Applicable Laws; and



 


		(b)	maintain
                                            a register of any Hazardous Substances kept on the Premises and allow ADPC upon request to
                                            inspect such register to ensure that the Tenant is in compliance with its covenants under
                                            this Lease.



 


		9.3.2	Machinery
                                            and Restrictions on Use



 


The
Tenant shall not keep or operate in the Premises any machinery which is unduly noisy or causes vibration, or which is likely to annoy
or disturb any owner or occupier of any Adjoining Property or for any purpose which may be or become or cause a nuisance or damage any
person or property.


 


		9.3.3	No
                                            overloading floors and services



 


The
Tenant shall not:


 


		(a)	overload
                                            the floors of the Premises beyond their design criteria without ensuring such floors have
                                            been adequately reinforced and / or supported with any such required modifications undertaken
                                            in accordance with Applicable Laws, Legal Requirements, Third Party Approvals, the requirements
                                            of any Relevant Authority or the requirements from time to time of any insurers and in accordance
                                            with Clause 14.



 


		(b)	nor
                                            suspend any excessive weight from any ceiling, roof, stanchion, structure, or wall of the
                                            Premises nor overload any Utility in or serving the Premises; or



 


		(c)	do
                                            anything which may subject the Premises to any strain beyond that which they are designed
                                            to bear (with due margin for safety).



 


		9.3.4	No
                                            discharges into Conduits



 


The
Tenant shall not discharge into any Conduit any oil or grease or any noxious or deleterious effluent or substance which may cause an
obstruction or might be or become a source of danger, or which might damage any Conduit or the drainage system of the Premises, the storm
water storage tank serving the Premises or any Adjoining Property.


 


		9.3.5	No
                                            disposal of refuse



 


The
Tenant shall:


 


		(a)	not
                                            accumulate or deposit on or in any part of the Premises or Kizad any refuse, rubbish, or
                                            trade empties of any kind other than other than in refuse areas specifically designated (if
                                            any) by ADPC (which for the avoidance of doubt shall not be used for the disposal of any
                                            trade waste), and shall not burn any refuse or rubbish on or in the Premises or Kizad; and



 


		(b)	subject
                                            to Clause 9.3.8 make arrangements for the collection, disposal, and treatment (if applicable)
                                            of any trade waste.



 






    17


     


    

 


		9.3.6	Recycling
                                            arrangements



 


The
Tenant shall comply with the requirements of ADPC’s waste strategy and that of the Urban Planning Council’s Estidama guidelines
promulgated from time to time including where requested to do so arranging for the separation of Tenant’s waste for recycling purposes.


 


		9.3.7	No
                                            importation of waste



 


The
Tenant shall not store or import waste on or in the Premises.


 


		10.	Repairs,
                                            Decoration etc.



 


		10.1	Repairs



 


		10.1.1	The
                                            Tenant has surveyed and investigated the Premises and accepts the state of repair of the
                                            Premises as it is at the Term Commencement Date and warrants and acknowledges that there
                                            are no defects that impair use of the Premises.



 


		10.1.2	The
                                            Tenant shall:



 


		(a)	repair
                                            and keep in good and substantial repair and condition the interior non-structural elements
                                            of the Premises (and all other parts of the Premises not falling specifically within the
                                            obligation of ADPC in Clause 10.1.3) and as often as may be necessary, reinstate or renew
                                            each part of them; and



 


		(b)	as
                                            and when necessary, replace any of ADPC’s fixtures and fittings which may be or become beyond
                                            repair with new ones which are similar in type and quality.



 


		10.1.3	ADPC
                                            shall repair and keep in good condition:



 


		(a)	all
                                            structural and load-bearing walls and columns within the buildings (other than their plasterwork
                                            and other than the doors and windows and their frames and fittings within such walls);



 


		(b)	the
                                            roofs and ceilings; and



 


		(c)	the
                                            offices and washroom facilities;



 


forming
part of the Premises.


 


		10.1.4	Clause
                                            ‎10.1 does not apply to any damage caused by the Insured Risks save to the extent that
                                            payment of the insurance monies must be withheld by reason of any act, neglect or default
                                            of the Tenant or any other person and not made good by the Tenant.



 


		10.1.5	In
                                            the event of any damage to the Premises, the Tenant shall not undertake, or permit to be
                                            undertaken, any repairs in relation to that damage unless required in an emergency and in
                                            any event shall inform ADPC of such repairs having used only the appropriate and approved
                                            contractors, materials and methodologies specifically requested in writing by ADPC to do
                                            so (acting reasonably).



 


		10.2	Decorations



 


The
Tenant must:


 


		10.2.1	not
                                            less than once in every five years and also in the last three months of the Term (whether
                                            determined by passage of time or otherwise), in a good and workmanlike manner prepare and
                                            decorate with at least two coats of good quality paint or otherwise treat, as appropriate,
                                            all internal parts of the Premises, such decorations and treatment in the last year of the
                                            Term to be executed in such colours and materials as ADPC may reasonably require; and



 








    18


     


    

 


		10.2.2	as
                                            often as may be reasonably necessary, wash down all tiles, glazed bricks, and similar washable
                                            surfaces,



 


provided
that the Tenant must not paint or otherwise treat surfaces within the Premises not previously painted or treated without ADPC’s prior
written consent, such consent not to be unreasonably withheld or delayed.


 


		10.3	Cleaning



 


The
Tenant shall:


 


		10.3.1	keep
                                            the Premises (including any external areas) in a clean and tidy condition and free from all
                                            waste and rubbish;



 


		10.3.2	as
                                            often as may be necessary properly clean the windows or window frames and all other glass
                                            in the Premises; and



 


		10.3.3	take
                                            all practical steps to keep the Premises clear of rats, mice, and other pests.



 


		11.	Yield
                                            Up



 


		11.1	Reinstatement
                                            of Premises



 


Immediately
prior to the expiration of the Term, the Tenant, at its own cost, must:


 


		11.1.1	replace
                                            any of ADPC’s fixtures and fittings which shall be missing, damaged or destroyed, with new
                                            ones of similar kind and quality or (at the option of ADPC) pay to ADPC an amount equal to
                                            the cost of replacing any of them;



 


		11.1.2	remove
                                            from the Premises any sign, writing or painting of the name or business of the Tenant or
                                            any occupier of them and all tenant’s fixtures, fittings, furniture, and effects and make
                                            good, to the reasonable satisfaction of ADPC, all damage caused by such removal; and



 


		11.1.3	if
                                            so required by ADPC, but not otherwise, remove and make good any alterations or additions
                                            made to the Premises during the Term (or any preceding period of occupation), and well and
                                            substantially reinstate the Premises in such manner as ADPC shall direct and to ADPC’s reasonable
                                            satisfaction.



 


		11.2	Yielding
                                            up in good repair



 


At
the expiration of the Term, the Tenant shall:


 


		11.2.1	instruct,
                                            at its cost, a surveyor to inspect the Premises and provide a written report addressed to
                                            ADPC stating that the matters referred to in Clause 11.1 have been dealt with. ADPC has the
                                            right to be present at the inspection and the Tenant shall promptly provide ADPC with a copy
                                            of the surveyor’s report; and



 


		11.2.2	quietly
                                            yield up the Premises to ADPC in good and substantial repair and condition and in accordance
                                            with the Tenant’s obligations under this Lease.



 






    19


     


    

 


		12.	Fit-out
                                            Works



 


		12.1	Fit-Out
                                            Works



 


If
the Tenant wishes to carry out any Fit-Out Works to the Premises, it must comply with this Clause ‎12, including obtaining ADPC’s
consent under Clause ‎12.5, and Clause ‎13.


 


		12.2	Tenant
                                            to prepare plans for the Fit-Out Works



 


		12.2.1	The
                                            Tenant must, at its own cost and expense, procure:



 


		(a)	architectural
                                            working drawings and specifications;



 


		(b)	engineering
                                            working drawings and specifications; and



 


		(c)	the
                                            appointment of a suitable qualified consultant under the Urban Planning Council’s Estidama
                                            guidelines



 


in
respect of the Fit-Out Works from duly qualified professionals appropriate to the subject matter of the drawings and specifications.


 


		12.2.2	The
                                            working drawings and specifications prepared pursuant to this Clause ‎12.2 constitute
                                            the Tenant’s Plans for the purposes of this Lease.



 


		12.3	Tenant’s
                                            Plans



 


		12.3.1	The
                                            Tenant’s Plans must:



 


		(a)	show
                                            works that are consistent and compatible with the Premises and the requirements of any Relevant
                                            Authority including those providing the Utilities;



 


		(b)	consist
                                            of scaled and dimensioned architectural and engineering working drawings and specifications
                                            of the Fit-Out Works;



 


		(c)	be
                                            transmittable in electronic format; and



 


		(d)	otherwise
                                            comply with the requirements of the Fit-Out Guide.



 


		12.3.2	The
                                            Tenant’s Plans must not:



 


		(a)	give
                                            rise to or require changes to the dimensions of the Premises;



 


		(b)	contain
                                            facilities, materials, or work that, if implemented, would:



 


		(i)	affect
                                            the exterior (including the appearance) of the Premises; or



 


		(ii)	adversely
                                            affect:



 


		(A)	the
                                            structure of the Premises;



 


		(B)	the
                                            mechanical or electrical systems and equipment (including all Conduits that do not exclusively
                                            serve the Premises) in the Premises; or



 


		(C)	the
                                            Fire System;



 






    20


     


    

 


		(iii)	violate
                                            or be inconsistent with any Applicable Laws, Legal Requirements, Third Party Approvals, the
                                            requirements of any Relevant Authority or the requirements from time to time of any insurers;



 


		(iv)	be
                                            such that any Third-Party Approvals or any insurance to be effected by ADPC is reasonably
                                            likely to be unobtainable or materially more expensive;



 


		(v)	incorporate
                                            Prohibited Materials; or



 


		(vi)	invalidate,
                                            or reduce the amount of any claim under, any of the Warranties or have a material adverse
                                            effect on the enforceability of any of the Warranties.



 


		12.4	Submission
                                            of the Tenant’s Plans



 


		12.4.1	The
                                            Tenant must submit one (1) reproducible copy of the Tenant’s Plans to ADPC.



 


		12.4.2	ADPC
                                            is entitled to:



 


		(a)	require
                                            further information in relation to any of the Tenant’s Plans submitted to it; and



 


		(b)	require
                                            the Tenant to submit supplemental Tenant’s Plans to provide further details of the proposed
                                            works.



 


		12.5	Consent
                                            for Additional Fit-Out Works



 


		12.5.1	The
                                            Tenant must submit, in accordance with Clause 12.4, its Tenant’s Plans and all amendments
                                            to them for ADPC’s approval.



 


		12.5.2	ADPC
                                            has the right to reject any Fit-Out Works if it (acting reasonably) considers that any aspect
                                            of the Tenant’s Plans do not satisfy the requirements of this Clause 12. ADPC shall, within
                                            fifteen (15) days of the date of receipt of the Tenant’s Plans, give notice in writing to
                                            the Tenant specifying the grounds for its disapproval. Within ten (10) days of receiving
                                            ADPC’s notice, the Tenant must return to ADPC appropriate corrections to the Tenant’s Plans.
                                            ADPC shall either approve or disapprove of the corrected Tenant’s Plans by notice to the
                                            Tenant within fifteen (15) days of receiving the corrections. If ADPC disapproves of the
                                            corrections, the procedures set out in this Clause 12.5.2 must be repeated.



 


		12.5.3	ADPC
                                            is entitled (acting reasonably) to approve the Fit-Out Works subject to conditions. The Tenant
                                            must comply with all conditions in relation to ADPC’s approval.



 


		12.5.4	Any
                                            approval given by ADPC under this Clause 12.5 is subject to the Tenant complying with Clause
                                            12.6.



 


		12.6	Third
                                            Party Approvals



 


		12.6.1	The
                                            Tenant must:



 


		(a)	obtain
                                            all relevant Third-Party Approvals relating to the Fit-Out Works; and



 


		(b)	pay
                                            all fees, charges, and costs in relation to those Third-Party Approvals.



 


		12.6.2	The
                                            Tenant must promptly provide copies of all Third-Party Approvals relating to the Fit-Out
                                            Works to ADPC.



 






    21


     


    

 


		13.	Performance
                                            of the Fit-out Works



 


		13.1	Execution
                                            of Fit-Out Works



 


		13.1.1	The
                                            Tenant must execute and complete the Fit-out Works in accordance with (in hierarchical order):



 


		(a)	all
                                            Applicable Laws and Legal Requirements;



 


		(b)	all
                                            relevant Third-Party Approvals;



 


		(c)	the
                                            requirements of all Relevant Authorities;



 


		(d)	in
                                            respect of any Fit-Out Works, the approved Tenant’s Plans and any conditions attached to
                                            ADPC’s approval of those plans; and



 


		(e)	the
                                            terms of this Lease and the Fit-Out Guide.



 


		13.1.2	The
                                            Tenant must ensure that the Fit-Out Works are carried out:



 


		(a)	in
                                            a good and workmanlike manner and in accordance with current codes of building practice;



 


		(b)	using
                                            materials of sound quality free from Prohibited Materials; and



 


		(c)	so
                                            as to minimise disruption to other works and occupiers in Kizad.



 


		13.1.3	The
                                            Tenant must comply with all reasonable requirements of ADPC as to the method of carrying
                                            out the Fit-Out Works.



 


		13.2	Tenant
                                            to give notice of starting works



 


The
Tenant must give written notice to ADPC of the proposed date of commencement of the Fit-Out Works at least five days prior to commencing
any works at the Premises.


 


		13.3	Works
                                            to be confined to Premises



 


		13.3.1	The
                                            Tenant must ensure that the Fit-Out Works are confined to the Premises.



 


		13.3.2	If
                                            any materials or works are left outside the Premises without ADPC’s prior written consent
                                            (such consent not to be unreasonably delayed), ADPC is entitled, at its discretion, to require
                                            the Tenant to remove them. If the Tenant fails to remove the materials or works within a
                                            reasonable period, ADPC is entitled to remove them without being liable for any damage or
                                            loss and the Tenant must, on demand, reimburse ADPC with the cost of their removal.



 


		13.4	Indemnity
                                            by Tenant



 


The
Tenant must keep ADPC indemnified from and against any breach or non-performance of any conditions that may be imposed by any Applicable
Laws, Legal Requirements, Third Party Approvals or Relevant Authorities (including planning permission or building regulations) relating
to the Fit-Out Works and against any claim by an adjoining owner or occupier or member of the public or other person arising out of,
or incidental to, the execution of the Fit-Out Works and from any loss, damage or expense suffered by ADPC resulting from the carrying
out of the Fit-Out Works.


 


		13.5	Fit
                                            Out Works not to constitute improvements



 


The
Fit-Out Works shall not constitute or be deemed to be improvements in respect of which any claim for compensation shall at any time be
made by the Tenant.


 






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		13.6	As-built
                                            plans



 


		13.6.1	As
                                            soon as reasonably practicable and in any event within two months following the completion
                                            of the Fit-Out Works, the Tenant must supply to ADPC detailed as-built plans of the Fit-Out
                                            Works for the purposes of recording the works carried out by the Tenant.



 


		13.6.2	The
                                            as-built plans must comply with Clause 12.3 and must (if applicable) include scaled and dimensioned
                                            drawings and specifications showing all non-structural architectural details including floor
                                            and wall coverings, painted surfaces, finishes, cabinet work and any other special finish
                                            requirements of the Tenant.



 


		14.	Alterations



 


		14.1	No
                                            structural alterations



 


		14.1.1	Subject
                                            to Clause 14.1.2 the Tenant must not alter, cut into or remove any of the principal or load
                                            bearing walls, floors, beams or columns in or enclosing the Premises or carry out any other
                                            structural alterations other than minor structural alterations that do not affect the external
                                            appearance of the Premises or the efficiency of the mechanical or electrical services which
                                            may be carried out subject to the prior written consent of ADPC (such consent not to be unreasonably
                                            withheld or delayed) nor shall it carry out any alterations or additions incapable of being
                                            fully reinstated at the expiry or sooner determination of the Term.



 


		14.1.2	The
                                            Tenant shall be permitted to undertake structural alterations relating to the removal and
                                            / or replacement of non-load bearing walls as has been communicated and agreed with ADPC
                                            prior to the Effective Date provided that such alterations are undertaken in accordance with
                                            Applicable Laws, Legal Requirements, Third Party Approvals, the requirements of any Relevant
                                            Authority or the requirements from time to time of any insurers.



 


		14.2	No
                                            alterations to ADPC’s fixtures or non-exclusive Conduits



 


The
Tenant must not make any alteration or addition to any of the ADPC’s fixtures or to any centrally controlled systems in the Premises
or to any of the Conduits that do not exclusively serve the Premises.


 


		14.3	Non-structural
                                            alterations and exclusive Conduits



 


Except
as permitted by the Fit-Out Works, the Tenant shall not make any alteration or addition of a non-structural nature to the Premises nor
to any Conduits exclusively serving the Premises without the prior written consent of ADPC (such consent not to be unreasonably withheld
or delayed) provided that such consent shall not be required for purely decorative changes or changes to free standing racking
or storage systems provided further that the floor loading requirements set out in this Lease are not exceeded.


 


		14.4	Signs
                                            and advertisements



 


		14.4.1	The
                                            Tenant must not erect or display on the Premises so as to be seen from outside the Premises,
                                            any advertisement, poster, notice, pole, flag, aerial or other sign or thing whatsoever without
                                            the prior written approval of ADPC.



 


		14.4.2	The
                                            Tenant must display and maintain any advertisement, poster, notice, pole, flag, aerial or
                                            other sign or thing whatsoever (which have been approved by ADPC pursuant to Clause 14.4.1)
                                            in accordance with the Fit-Out Guide.



 






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		14.5	Appointment
                                            of agents



 


In
performing any of its obligations under this Clause ‎14, ADPC is entitled to employ any agents, contractors, or other persons it
thinks fit, and to delegate its duties and powers to them.


 


		15.	Quiet
                                            Enjoyment



 


ADPC
agrees with the Tenant that the Tenant, paying the Rent and satisfying all other Payment Obligations and performing and observing the
obligations on the part of the Tenant in this Lease, may peaceably access, use and enjoy the Premises subject to the terms of this Lease
during the Term without any interruption by ADPC or any person lawfully claiming through ADPC. ADPC is not liable to the Tenant for any
breach of its obligation under this Clause ‎‎15 unless and until the Tenant gives notice to ADPC specifying the particulars of
the breach and the steps required to rectify it and ADPC fails within a reasonable time of receipt of that notice to take the requisite
steps to rectify the breach.


 


		16.	ADPC’s
                                            Right of Inspection



 


		16.1	ADPC’s
                                            right of inspection



 


The
Tenant must permit ADPC and all others authorised by it (with all necessary materials and appliances) at all times, to:


 


		16.1.1	enter
                                            and view the state and condition of the Premises and/or the Adjoining Property (or any part
                                            thereof); and



 


		16.1.2	conduct
                                            random verification of any of the employee records related to working conditions and occupational
                                            health and safety at the place of work. The Tenant must provide unconditional access to all
                                            areas of the facility and provide unconditional access to, and copies of, related documents
                                            and records (wherever such documents or records are held). Further, to corroborate and validate
                                            the Tenant’s compliance with all Applicable Law and other requirements of this Lease,
                                            ADPC may discuss these issues with the Tenant and the Tenant must provide ADPC with opportunities
                                            for such discussions.



 


		16.2	Written
                                            report of visit



 


Upon
completion of a visit referred to in Clause ‎16.1, ADPC may provide the Tenant with a written report setting out issues identified
during a visit undertaken pursuant to Clause ‎16.1. The Tenant must respond in writing to any such report setting out the steps it
will implement to resolve the issues identified and must provide this response within the period specified by ADPC (such period to be
a reasonable time).


 


		17.	Notification
                                            by the Tenant



 


		17.1	Statutory
                                            and other notices



 


The
Tenant must give written notice to ADPC within seven days of receipt (or sooner if required having regard to the time limits stated therein)
of any notice order or proposal for a notice or order directly or indirectly affecting the Premises or the activities of the Tenant on
the Premises or any Adjoining Property (or, in each case, any part thereof) served on the Tenant or at the Premises and must provide
ADPC with a copy of it and, if so required by ADPC, join in making any objection or representation concerning those matters that ADPC
requires.


 


		17.2	Notice
                                            of fire, accident, or defect



 


The
Tenant must give immediate notice to ADPC in the case of any fire or accident or defect in the Premises (or any part).


 






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		18.	Compliance
                                            with ADPC’s Notices



 


		18.1	Tenant
                                            to remedy breaches of covenant



 


If
ADPC gives written notice to the Tenant of any defect, want of repair or other breach of the Tenant’s obligations under this Lease, the
Tenant must, as soon as reasonably possible following receipt of the notice, make good the defect or want of repair or remedy the breach
(as applicable) to the reasonable satisfaction of ADPC.


 


		18.2	Failure
                                            of Tenant to repair



 


If
the Tenant fails within 15 days of receipt of a notice referred to in Clause 18.1, or as soon as reasonably possible in the case of emergency,
to commence and then diligently and expeditiously continue to comply with the notice, ADPC may enter the Premises and carry out, or cause
to be carried out, any of the works referred to in the notice and the Tenant must promptly pay to ADPC all costs and expenses incurred
as a result.


 


		19.	ADPC’s
                                            Costs



 


Within
fifteen (15) days of written demand, the Tenant must pay, or indemnify ADPC, all reasonable costs, fees, charges, disbursements, and
expenses properly incurred by ADPC, including those payable to solicitors, counsel, surveyors, architects:


 


		19.1	in
                                            relation to, or in contemplation of, the preparation and service of all notices and Schedules
                                            relating to any wants of repair, whether served during or after the expiration of the Term
                                            (but relating in all cases only to those wants of repair which accrued not later than the
                                            expiration of the Term); 



 


		19.2	in
                                            relation to, or in contemplation of, the approval of any Fit-Out Works or other alterations
                                            for which ADPC’s consent is required under the terms of this Lease; and



 


		19.3	in
                                            connection with the recovery or attempted recovery of arrears of the Rent or other sums due
                                            from the Tenant or in procuring the remedying of the breach of any covenant by the Tenant.



 


		20.	Applicable
                                            Law Requirements



 


		20.1	Tenant
                                            to comply with Applicable Law requirements



 


The
Tenant shall, at its expense, comply in all respects with every statute now in force or which may, after the date of this Lease, be in
force and any other obligation imposed by law and all Applicable Law.


 


		20.2	Tenant
                                            to execute necessary works



 


The
Tenant must execute all works and provide and maintain all arrangements on or in respect of the Premises or their use which are required
by any statute now in force or which may after the date of this Lease be in force or by any government department, local, public or other
Relevant Authority or court of competent jurisdiction acting under or in pursuance of any Applicable Law, whether any of the same are
required to be carried out by the landlord, tenant or occupier, and must indemnify ADPC against all costs, charges, fees and expenses
of, or incidental to, the execution of any works or the provision or maintenance of any arrangements so required.


 


		20.3	Tenant
                                            to refrain from certain acts



 


The
Tenant shall not do, or omit to be done, in the Premises or over any areas which the Tenant is granted rights, any act or thing by reason
of which ADPC might, under any statute, incur or have imposed upon it, or become liable to pay, any damages, compensation, costs, charges,
expenses or penalty.


 






    25


     


    

 


		21.	Insurance



 


		21.1	Tenant
                                            to insure



 


The
Tenant must throughout the Term insure and keep insured with reputable insurers licensed to transact business in the UAE and through
any agency that the Tenant (with the approval of ADPC), from time to time, determines, subject to any exclusions, excesses, limitations,
terms and conditions required by the insurers against loss or damage by the Insured Risks (to the extent that Insured Risks are insurable
in the Abu Dhabi insurance market at reasonable cost and on reasonable terms and, except in relation to terrorism, which may be arranged
on a first loss basis) such insured risks to include damage by water causes by sprinkler leakage or malfunction:


 


		21.1.1	the
                                            Premises (other than any items in the nature of the tenant’s and trade fixtures and fittings
                                            or furniture) to the Full Reinstatement Cost; and



 


		21.1.2	Tenant’s
                                            contents insurance;



 


		21.1.3	Tenant’s
                                            civil liability insurance;



 


		21.1.4	to
                                            the extent available, Tenant’s business interruption insurance for a period of two years;
                                            and



 


		21.1.5	annual
                                            workers’ compensation, insurance and employer’s liability insurance covering the Tenant’s
                                            workers at the Premises,



 


(together
the Tenant Policies of Insurance, each a Tenant Policy of Insurance), and must punctually pay all premiums and all deductibles
payable in connection with all Tenant Policies of Insurance.


 


		21.2	Tenant
                                            providing evidence of insurance



 


The
Tenant must produce to ADPC within thirty (30) days of the Effective Date reasonable evidence from its insurers of the terms of any insurances
it is required to maintain under this Lease and the fact that the relevant policy is in effect.


 


		21.3	Compliance
                                            with insurers requirements



 


The
Tenant shall comply with the requirements of and recommendations of the insurers to the extent that those requirements have been notified
to the Tenant.


 


		21.4	Damage
                                            to the Premises



 


If
the Premises or any part of them are damaged or destroyed by any of the Insured Risks so as to render the Premises or any part of them
unfit for use and occupation or inaccessible, then ADPC has the right to:


 


		21.4.1	reinstate
                                            and rebuild the Premises in accordance with Clause 21.5; or



 


		21.4.2	terminate
                                            the Lease in accordance with Clause 21.6.



 


		21.5	Reinstatement
                                            of the Premises



 


		21.5.1	Except
                                            to the extent that payment of the insurance monies is refused wholly or partly by reason
                                            of any act or default of the Tenant, any Tenant Party, or any of their respective agents,
                                            licensees, visitors or contractors or any person under the control of any of them and is
                                            not paid by the Tenant pursuant to and in accordance with Clause 21.7;



 


		21.5.2	subject
                                            to ADPC procuring all Third-Party Approvals and being able to obtain any necessary planning
                                            permission and all other necessary licences, approvals, and consents, which ADPC must use
                                            reasonable endeavours to obtain (but is not obliged to appeal against any refusal);



 






    26


     


    

 


		21.5.3	subject
                                            to any necessary labour and materials being and remaining available, which ADPC shall use
                                            reasonable endeavours to obtain as soon as practicable;



 


		21.5.4	subject
                                            to ADPC having received the insurance proceeds or obtained sufficient bank or other financing
                                            to commence such reinstatement or rebuilding, which ADPC must use best efforts to obtain
                                            as soon as practicable; and



 


		21.5.5	subject
                                            to procuring all necessary Third-Party Approvals (unless ADPC terminated this Lease under
                                            Clause 21.7) and only during the period while it is the landlord, and without liability in
                                            respect of any subsequent period,



 


ADPC
must procure that the net insurance proceeds received by ADPC are applied to reinstate and rebuild the part of the Premises so damaged
or destroyed:


 


		(a)	substantially
                                            as it was prior to any such damage or destruction (but not so as to provide identical accommodation
                                            identical in lay out if it would not be reasonably practical to do so);



 


		(b)	in
                                            accordance with:



 


		(i)	all
                                            necessary Third-Party Approvals;



 


		(ii)	the
                                            requirements of all Relevant Authorities; best industry standards internationally, good building
                                            practice and using highest quality materials; and



 


		(iii)	all
                                            Applicable Laws; and



 


		(c)	so
                                            that ADPC may make changes to take account of modern warehouse specifications at the relevant
                                            time and ADPC must make good any deficiencies in the insurance monies except the extent that
                                            the circumstances set out in Clause 21.5 apply.



 


		21.6	Option
                                            to terminate



 


If
the Premises are so damaged or destroyed by any of the Insured Risks as to render the Premises substantially unfit for use and occupation
or inaccessible, then ADPC may terminate this Lease by giving to the Tenant not less than three months’ written notice to be given at
any time within 12 months after the damage or destruction. Termination does not prejudice any Claim that ADPC has against the Tenant
(or any Guarantor (if applicable)) or that the Tenant has against ADPC, in either case, for any previous breach of covenant or for an
amount previously accrued due. If ADPC terminates this Lease, ADPC is not required to apply any of the insurance monies in reinstating
or rebuilding the Premises and the insurance monies belong solely to ADPC.


 


		21.7	Payment
                                            of insurance money refused



 


If
payment of any insurance money is refused as a result of an act or default of the Tenant, or occupier of any part of the Premises or
any of their Tenant Parties the Tenant shall pay an amount equal to the sum refused to ADPC and Clause 4.2 applies.


 


		21.8	Abatement
                                            of the Rent



 


		21.8.1	If
during the Term the Premises are damaged or destroyed by any of the Insured Risks so as to render the Premises unfit for use and occupation
or inaccessible, the Rent, or a fair proportion of it according to the nature and extent of the damage sustained, abates from the date
of the destruction or damage until the date on which:



 


		(a)	the
                                            Premises or the part damaged or destroyed is again fit for use and occupation and accessible;
                                            or



 


		(b)	the
                                            Lease is terminated pursuant to Clause 21.8.



 






    27


     


    

 


		21.8.2	Any
                                            dispute regarding the abatement of payment of the Rent must be referred to arbitration under
                                            the Rules in accordance with Clause 35.3. The amount of the Rent which ceases to be payable
                                            under this Lease must not exceed the amount received by ADPC in respect of the loss of rent
                                            insurance.



 


		21.9	Tenant’s
                                            waiver of right to terminate



 


On
the occurrence of any damage or destruction as referred to in Clause 21, the Tenant waives any rights to terminate this Lease that it
might have or acquire at law.


 


		21.10	Benefit
                                            of other insurances



 


If
the Tenant is entitled to the benefit of any insurance covering any part of the Premises, the Tenant must apply any money received from
that insurance in making good the loss or damage for which it is compensation.


 


		21.11	Insurance
                                            becoming void



 


To
the extent that the requirements of any policy of insurance referred to in this Clause 21 have been notified to the Party who is not
an insured under the policy, a Party must not do or omit to do:


 


		21.11.1	anything
                                            that could cause any policy of insurance covering the Premises or any insurance policy covering
                                            any Adjoining Property to become wholly or partly void or voidable or any sums payable under
                                            the relevant policy to be withheld in whole or in part; or



 


		21.11.2	anything
                                            whereby any abnormal or loaded premium might become payable in respect of the relevant policy,
                                            unless the relevant Party has previously notified the other Party and agreed to pay the increased
                                            premium



 


and,
in any event, the Tenant must pay to ADPC on written demand all expenses incurred by ADPC in renewing any such policy.


 


		21.12	Requirements
                                            of insurers



 


The
Tenant must, at all times, comply with any requirements of the insurers of the Premises.


 


		21.13	Notice
                                            by the Tenant



 


The
Tenant must give notice to ADPC immediately on the happening of any event or thing which might affect any insurance policy relating to
the Premises.


 


		21.14	Waiver
                                            of rights of subrogation



 


The
Tenant must ensure that the relevant insurer waives all rights of subrogation against ADPC and its employees in respect of the Tenant
Policies of Insurance.


 


		21.15	Approval,
                                            proof of insurance



 


		21.15.1	Not
                                            less than 30 days before any policy of insurance or any renewal thereof as referred to this
                                            Clause 21 coming into effect, the Tenant must deliver to ADPC a certified copy of each policy
                                            and all endorsements and any renewal certificate for approval by ADPC (acting reasonably).



 


		21.15.2	The
                                            Tenant must also deliver to ADPC proof of punctual payment of all premiums on all policies
                                            of insurance.



 






    28


     


    

 


		21.16	ADPC
                                            to be named as co-insured



 


Each
Tenant Policy of Insurance must (i) name ADPC as a co-insured, (ii) contain a cross liability Clause so that it applies to the Tenant
and ADPC (and any other co-insured parties) as separate insured parties and, (iii) in the case of public liability or third-party liability
insurance, include an endorsement to the effect that the policy provides primary cover to each of the insured parties.


 


		21.17	Cancellation
                                            or non-renewal notice



 


In
respect of any policy of insurance that can be cancelled by the insurer(s) before the expiry of its term or that is subject to renewal,
the Tenant must procure that the insurer(s) agree(s) to give ADPC not less than thirty (30) days’ notice in writing of any intention
to cancel or, where renewal is contemplated, any intention to refuse renewal.


 


		22.	Use
                                            of Intellectual Property



 


		22.1	Intellectual
                                            Property defined



 


In
this Clause 22, “Intellectual Property” means the logo of the Kizad and any other logos that ADPC develops from time
to time with respect to the Kizad or any of them, together with all trademarks, service marks, trade names, logos, designs, symbols,
emblems, insignia, slogans, copyrights, know-how, confidential information, drawings, plans and other identifying materials which relate
to them more generally, whether or not registered or capable of registration.


 


		22.2	Condition
                                            of Use



 


The
Tenant must not:


 


		22.2.1	use
                                            any Intellectual Property without the express written authorisation of ADPC;



 


		22.2.2	adopt
                                            or use any intellectual property that is confusingly similar or identical to or is a simulation
                                            or imitation of any of the Intellectual Property;



 


		22.2.3	at
                                            any time use or apply to register in its own name in any part of the world any of the Intellectual
                                            Property or any intellectual property so nearly resembling the Intellectual Property as to
                                            be likely to deceive or cause confusion;



 


		22.2.4	use
                                            the Intellectual Property or any intellectual property that is confusingly similar thereto
                                            in any part of the world as part of any corporate business or trading name or style or domain
                                            name or register in its own name as a trading name or domain name any of the Intellectual
                                            Property or any intellectual property so nearly resembling the Intellectual Property as to
                                            be likely to deceive or cause confusion; or



 


		22.2.5	do
                                            anything that might impair the value of the Intellectual Property or the reputation of ADPC.



 


		22.3	Consequences
                                            of Unauthorised Use



 


The
Tenant must indemnify ADPC against all claims, proceedings, costs, damages, expenses, and losses in respect of any claims arising from,
or otherwise in connection with, the use by the Tenant of the Intellectual Property or any portion thereof without permission from ADPC
or in breach of any conditions of any permission.


 


		22.4	Intellectual
                                            Property rights



 


The
Tenant acknowledges and agrees that the Intellectual Property is the sole and exclusive property of ADPC and that any goodwill therein,
whether arising directly or indirectly, as a result of the Tenant’s use of the Intellectual Property inures solely to the benefit of
and becomes the sole property of ADPC.


 






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		23.	ADPC
                                            Approvals



 


		23.1	ADPC
                                            Approvals for Fit-out Works



 


An
ADPC Approval given in connection with the start of any proposed works does not constitute any expression of opinion by ADPC as to the
technical merits of the proposed works or whether the proposed works comply with Applicable Law or the requirements of any Relevant Authority
or whether or not any Third-Party Approval is required.


 


		23.2	ADPC
                                            Approvals generally



 


The
granting of an ADPC Approval does not relieve the Tenant of any obligation to obtain any Third-Party Approval in relation to the subject
matter of the ADPC Approval nor does it relieve the Tenant of its obligation to comply with Applicable Law and the requirements of any
Relevant Authority.


 


		23.3	ADPC
                                            and Third-Party Approvals



 


If
any Relevant Authority delegates to ADPC any right to grant any licence, consent, approval or permit on its behalf, the relevant licence,
consent, approval, or permit is considered a Third-Party Approval. If ADPC is appointed as a sector regulatory authority or a relevant
authority under any legislation and, in that capacity, it is empowered to grant any licence, consent, approval or permit, the relevant
licence, consent, approval or permit is considered a Third-Party Approval.


 


		24.	Limits
                                            on ADPC’s Right to Change Kizad Rules



 


ADPC
may amend, supplement, or re-enact the Kizad Rules (in this Clause 24 an amendment, supplement or re-enactment is called a Rules Change)
at any time and from time to time during the Term, subject to the following:


 


		24.1	the
                                            rights granted by ADPC in Clause 2.1 are unaffected by any Rules Change;



 


		24.2	any
                                            ADPC Approval (as defined in the Kizad Rules) must be issued on the basis of the Kizad Rules
                                            as at the date on which the Tenant files its application with ADPC for the relevant ADPC
                                            Approval (in this Clause 24.2 called the filing
                                            date) disregarding any Rules Change made after the filing
                                            date, except to the extent that the Rules Change is made after the filing date in order to
                                            comply with any change of Applicable Law made after the filing date; and



 


		24.3	ADPC
                                            must deliver to the Tenant a copy of each Rules Change promptly after its publication (and
                                            for these purposes a Rules Change published on the Kizad website shall be deemed to have
                                            been delivered to the Tenant) and a Rules Change takes effect no earlier than the date on
                                            which the Tenant receives a copy of it (delivered in accordance with Clause 34 or the date
                                            of the updating of the Kizad website if applicable), except in the case of a Rules Change
                                            that is made in order to comply with a change of Applicable Law, which Rules Change takes
                                            effect immediately.



 


		25.	Dealings



 


		25.1	Dealings
                                            by ADPC



 


ADPC
is free to transfer, assign, mortgage, charge, novate or otherwise deal with the whole or any part of its interest in the Premises or
this Lease or (to the extent permitted by Applicable Law) grant any Relevant Interest in or to the Premises (or any part thereof) at
any time, but any dealing is subject to the terms of this Lease. The Tenant hereby consents to any such dealing by ADPC. ADPC must give
written notice to the Tenant of any such dealing and, upon request by ADPC, the Tenant must acknowledge any notice and, if required by
ADPC, confirm its consent to any such dealing in writing.


 






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		25.2	Dealings
                                            by the Tenant



 


		25.2.1	Except
                                            as expressly permitted pursuant to this Clause 25.2, the Tenant must not assign, novate,
                                            transfer or charge (or purport to assign, novate, transfer or charge), or otherwise dispose
                                            of or grant any Relevant Interest or grant any easement or right of way in, or otherwise
                                            part with, or deal in any way whatsoever with, its interest in the Premises (or any part
                                            or parts of the Premises thereof) or the benefit of this Lease (or any part thereof).



 


		25.2.2	Assignment/Transfer



 


The
Tenant may with the prior written consent of ADPC assign or transfer the whole of its interest in this Lease (but not part of it), which
consent may be given subject to such conditions as are deemed appropriate by ADPC.


 


		25.2.3	Change
                                            of Control is a deemed assignment



 


		(a)	Change
                                            of Control means any direct or indirect change in shareholding or, where applicable,
                                            partnership or other equity interests (whether effected by one or more steps or transactions)
                                            that results in a change of control of the Tenant where control means the possession
                                            of the power to direct the management and policies of the Tenant or the distribution of its
                                            profits.



 


		(b)	Any
                                            Change of Control is treated as an assignment of this Lease and requires the prior written
                                            consent of ADPC.



 


		(c)	ADPC
                                            agrees not to withhold or delay its consent to any Change of Control unless it considers,
                                            acting reasonably, that the Change of Control would be likely to impair the ability of the
                                            Tenant to continue to observe and perform punctually its obligations under this Lease.



 


		26.	Services



 


		26.1	ADPC
                                            shall provide the Services throughout the Term;



 


		26.2	ADPC
                                            shall not be liable for any interruption in any of the Services caused by prudent repair,
                                            replacement, renewal, maintenance or testing of any installation or by any mechanical breakdown
                                            or any other cause beyond ADPC’s control, provided ADPC takes reasonable steps to remedy
                                            the interruption within a reasonable time; and



 


		26.3	ADPC
                                            may withhold, extend, or vary any of the matters previously performed as Services if it reasonably
                                            considers it is in the interests of good estate management to do so.



 


		27.	Termination



 


		27.1	Expiry



 


Unless
terminated earlier in accordance with this Clause 27, this Lease shall terminate upon the expiry of the Term.


 


		27.2	Termination
                                            by ADPC upon an Event of Default



 


		27.2.1	Upon
                                            the occurrence of any Event of Default, ADPC may (without prejudice to any right or remedy
                                            available to it under this Lease or under Applicable Law) terminate this Lease immediately
                                            by notice to the Tenant.



 






    31


     


    

 


		27.2.2	In
                                            the event of early termination of this Lease for any reason, including due to an Event of
                                            Default, and notwithstanding any other rights or remedies under this Lease or under Applicable
                                            Law, ADPC and all others authorise by it may, at any time on or after the date of termination,
                                            retain the Security Deposit, re-enter the Premises, remove all persons and any property (including
                                            the Tenant’s machinery, plant and equipment) therefrom, whether or not by any available action
                                            or proceeding at law, and repossess and enjoy the Premises and any modifications made to
                                            it, and the Tenant must pay or reimburse ADPC all costs associated with the exercise by ADPC
                                            of its rights under this Clause 27.2.2.



 


		27.2.3	If
                                            ADPC exercises its rights under Clause 27.2.2 above, then ADPC must allow the Tenant access
                                            to the Premises for a reasonable period necessary for the purposes of removing the Tenant’s
                                            property and at the start of that period the Tenant must pay to ADPC an amount equivalent
                                            to all the Payment Obligations due but unpaid and all Liabilities arising out of any default
                                            of the Tenant before the date of termination and, for that period, the Tenant must pay to
                                            ADPC an amount equivalent to the Rent payable before the date of termination, on a pro-rata
                                            basis. Any of the Tenant’s property (including machinery, plant and equipment) left in the
                                            Premises is deemed to be abandoned and ADPC may dispose of it as agent for the Tenant and
                                            apply any proceeds in remedying any default by the Tenant in the performance or observance
                                            of its obligations under this Lease and to the extent that the proceeds are not sufficient
                                            to compensate ADPC in respect of any Liabilities it incurs in connection with the removal
                                            of the Tenant’s property, the Tenant must pay the difference to ADPC.



 


		27.3	Event
                                            of Default



 


The
following are each an event of default (Event of Default):


 


		27.3.1	the
                                            Rent or any part of them being unpaid for 30 days after becoming payable (whether formally
                                            demanded or not);



 


		27.3.2	a
                                            material breach by the Tenant of any of its obligations under this Lease that is not remedied
                                            within 15 days after notice from ADPC to the Tenant stating that a breach has occurred;



 


		27.3.3	persistent
                                            failure by the Tenant or any Tenant Party to comply with the Kizad Rules or the (persistent
                                            failure to comply with the Kizad Rules is presumed in the case of more than three breaches
                                            of the Kizad Rules, other than minor infractions, in any period of 30 days) and, after receiving
                                            notice from ADPC of persistent failure to comply with the Kizad Rules, the Tenant and/or
                                            any Tenant Party continues to breach the Kizad Rules persistently during the period of six
                                            months following receipt of ADPC’s notice;



 


		27.3.4	the
                                            Tenant or any Guarantor of it becomes Insolvent and remains Insolvent for 60 days or more.



 


		27.4	Termination
                                            by the Tenant



 


		27.4.1	The
                                            Tenant may terminate this Lease by serving six (6) months’ written notice (Break
                                            Notice) in the event that the Tenant has entered into an agreement with ADPC for alternative
                                            premises on land vested in ADPC for a rent equal to or higher than the then current Rent
                                            subject to:



 


		(a)	the
                                            Tenant paying the Rent and all other amounts due and payable under this Lease and in accordance
                                            with Applicable Law up to the date of vacation possession and handing-over of the Premises
                                            to ADPC; and



 






    32


     


    

 


		(b)	the
                                            Tenant having observed, performed and is not in breach of its covenant and obligations in
                                            this Lease as at the date of vacant possession and handing-over of the Premises to ADPC,



 


then
on the date specified in the Break Notice and compliance with the above provisions (whichever is the later), this Lease shall cease and
terminate without prejudice to the rights of ADPC against the Tenant in respect of any antecedent breaches of this Lease.


 


		27.5	Consequences
                                            of termination by ADPC or the Tenant



 


		27.5.1	In
                                            the event of a termination of this Lease for any reason whatsoever (other than by the Tenant
                                            pursuant to Clause 27.4), the Tenant shall forthwith pay all Rent to the Landlord which would
                                            have been due up to the expiry of the Term (taking into account all increases to the Rent
                                            pursuant to Clause 5.1 which would have applied had this Lease not been terminated).



 


		27.5.2	The
                                            exercise by ADPC of any right or remedy under any other agreement does not preclude ADPC
                                            from exercising any right or remedy it has under this Lease or under Applicable Law.



 


		27.5.3	Early
                                            termination of this Lease is without prejudice to rights and liabilities of the Parties which
                                            have accrued up to the date of termination, including ADPC’s right to claim damages from
                                            the Tenant in respect of the Tenant’s failure to comply with any of its obligations under
                                            this Lease.



 


		27.5.4	The
                                            provisions of this Clause 27 and any others that are necessary for the exercise of accrued
                                            rights or remedies survive expiry of the Term or termination of this Lease.



 


		28.	Exclusion
                                            of ADPC’s Liability



 


		28.1	ADPC
                                            is not liable for any loss, damage, inconvenience or injury to any person or property on
                                            the Premises.



 


		28.2	The
                                            Tenant waives all of its rights (if any) against ADPC in respect of claims for loss of profit,
                                            loss of rent, loss of use, loss of production, loss of contracts, loss of business or financial
                                            loss of a like nature or any indirect or any consequential losses of any kind arising during
                                            or as a result of the performance or non-performance of ADPC’s obligations contained in this
                                            Lease.



 


		29.	Indemnity



 


The
Tenant shall indemnify ADPC (and its contractors, shareholders, directors, officers, employees, agents, or representatives (in this Clause
29 collectively called the ADPC Parties)) from and against all Claims made against or suffered by ADPC or any of the ADPC Parties
in relation to:


 


		(a)	any
                                            loss of or damage to property or injury or death to persons resulting from any negligent
                                            act or omission of the Tenant or a Tenant Party or that arises out of or is in any manner
                                            connected with the performance of this Lease or compliance with the Kizad Rules, except to
                                            the extent that such loss, damage, injury, or death is attributable to the negligence or
                                            misconduct of, or breach of this Lease by, ADPC or any ADPC Party;



 


		(b)	the
                                            violation of any Applicable Law by the Tenant or any Tenant Party occurring at the Premises;
                                            and



 


		(c)	the
                                            breach by the Tenant of any one or more of the provisions of this Lease.



 






    33


     


    

 


		30.	Confidentiality



 


		30.1	Basic
                                            rule



 


Subject
to Clause 30.2, each Party must keep confidential this Lease and all matters relating to this Lease and must not make any disclosure
and must use all reasonable endeavours to prevent its employees, agents and servants from making any disclosure to any person of any
information, data, documents, secrets, dealings, transactions or affairs of or relating to this Lease.


 


		30.2	Exceptions



 


The
confidentiality obligations of a Party do not apply to the following:


 


		30.2.1	any
                                            matter which that Party can demonstrate is already generally available and in the public
                                            domain other than as a result of a breach by it of Clause 30.1;



 


		30.2.2	any
                                            disclosure which is reasonably required for the performance of that Party’s obligations,
                                            or the exercising or enforcement of its rights, under this Lease;



 


		30.2.3	any
                                            disclosure which is required by any law (including any order of a court of competent jurisdiction)
                                            or in order to comply with the rules of any stock exchange or governmental or regulatory
                                            authority whether or not having the force of law;



 


		30.2.4	the
                                            disclosure of any information which is already lawfully in the possession of that Party before
                                            its disclosure by the other Party; and



 


		30.2.5	the
                                            provision of information to any financiers or to other funders (or potential financiers or
                                            funders) of that Party or to the professional advisers of any financiers or other funders.



 


		30.3	Confidentiality
                                            chain



 


When
disclosure is permitted under Clause 30.2.5, the recipient of the information is subject to a similar obligation of confidentiality as
that contained in this Lease.


 


		31.	No
                                            Warranty as to Use



 


ADPC
does not warrant the use of the Premises for the Permitted Use or that the Premises are fit for any specific purpose.


 


		32.	Translation
                                            and Registration of this Lease



 


		32.1	The
                                            Parties acknowledge that the English version of this Lease (save for the translation of the
                                            Standard Terms in this Part II) shall be the only version executed by the Parties.



 


		32.2	If
                                            required by Applicable Law or for registration of this Lease the Tenant shall be responsible
                                            for Translation of this Lease. ADPC may upon written request by the Tenant procure a full
                                            and accurate Arabic translation of this Lease for the Tenant. 



 


		32.3	If
                                            ADPC procures the translation, then the Tenant shall reimburse ADPC for the costs of the
                                            translation referred to in Clause 32.2 upon demand.



 


		32.4	If
                                            any ambiguity or discrepancy arises between the English and Arabic texts of this Lease, the
                                            English text shall prevail save to the extent that the Applicable Law requires otherwise.



 


		32.5	The
                                            Parties acknowledge that this Lease was originally drafted, and negotiations thereof were
                                            conducted, in the English language. If Applicable Law requires that the Arabic text of this
                                            Lease shall prevail, the Parties shall refer to the English text of this Lease to resolve
                                            any ambiguity or discrepancy within the Arabic text of this Lease.



 


		32.6	To
                                            the extent required by Applicable Law the Tenant shall register this Lease in the Land Register
                                            maintained at the Abu Dhabi Municipality or at any other public register or governmental
                                            authorities require. The Occupier must pay all costs, expenses, and fees in connection with
                                            the registration of this Lease.



 






    34


     


    

 


		33.	General



 


		33.1	This
                                            Lease and, where applicable, the Kizad Rules and the Fit-Out guide constitute the entire
                                            agreement between the Parties relating to the subject matter of this Lease and supersede
                                            all previous verbal or written agreements and negotiations between the Parties save in respect
                                            of any outstanding rights and obligations (if any) the Parties may have pursuant to the Reservation
                                            Agreement.



 


		33.2	The
                                            Parties acknowledge and confirm that: 



 


		33.2.1	the
                                            relevant internal procedures applicable to it entering into this Lease have been satisfied
                                            and the Parties have the capacity and power to enter into this Lease; and



 


		33.2.2	there
                                            has been no bad faith, fraud, coercion, duress, or undue influence on the part of any of
                                            the Parties, their respective directors, employees, agents, and advisers in entering into
                                            this Lease.



 


		33.3	Nothing
                                            in this Lease may be construed so as to contradict any mandatory provision of any Applicable
                                            Law.



 


		34.	Notices



 


		34.1	Any
                                            notice given or made by or to ADPC or the Tenant under this Lease must be in writing and
                                            served by delivering it personally or by sending it by courier or by fax, to the recipient
                                            at its address or fax number shown in the Particulars (or any other address or fax number
                                            subsequently advised to the other Party in writing from time to time). A notice is deemed
                                            to be received:



 


		34.1.1	if
                                            delivered personally, at the time of delivery;



 


		34.1.2	if
                                            delivered by a courier, on the date of delivery as evidenced by the records of the courier;
                                            and



 


		34.1.3	if
                                            sent as a fax, at the time of transmission receipt of the fax,



 


		34.1.4	provided,
                                            in each case, that the deemed day of receipt is not a statutory public holiday or a day on
                                            which banks in Abu Dhabi are closed for the conduct of non-automated business (if it is,
                                            delivery of the notice is deemed to be received on the next day that is not a statutory public
                                            holiday and on which banks in Abu Dhabi are open for the conduct of non-automated business).



 


		35.	Governing
                                            Law and Jurisdiction



 


		35.1	This
                                            Lease and the rights of the Parties under this Lease are governed by the laws of Abu Dhabi
                                            and the applicable federal laws of the UAE. Nothing in this Lease is intended to contradict
                                            any mandatory provision of any Applicable Law.



 


		35.2	Unless
                                            any court or other statutory body has exclusive jurisdiction to resolve disputes in relation
                                            to this Lease, if any dispute, claim, difference or controversy arises between the Parties
                                            out of or relating to this Lease (including any dispute as to its existence, validity, interpretation,
                                            performance, breach or termination or the consequences of its nullity and any dispute relating
                                            to any non-contractual obligations arising out of or in connection with it) (Dispute),
                                            the Parties must try to settle the Dispute by consulting and negotiating with each other,
                                            in good faith and understanding of their mutual interests, to reach a just and equitable
                                            solution satisfactory to both Parties.



 






    35


     


    

 


		35.3	If
                                            the Parties do not reach a solution as provided for in Clause 35.2, the Dispute must be referred
                                            to and finally resolved by arbitration under the rules of the International Chamber of Commerce
                                            (Rules),
                                            which Rules (as amended from time to time) are incorporated by reference into this Clause
                                            36. For these purposes:



 


		35.3.1	the
                                            place of arbitration is to be Abu Dhabi;



 


		35.3.2	there
                                            are to be three arbitrators, each of whom must be disinterested in the arbitration and must
                                            have no connection with a Party; and



 


		35.3.3	the
                                            language of the arbitration is to be English.



 


		36.	Waiver
                                            of Immunity



 


Each
Party hereby waives any right or claim it may have against the other Party for sovereign or diplomatic immunity or exemption from liability
so far as it relates to the enforcement of its obligations pursuant to this Lease.


 


		37.	No
                                            Waiver and Severance



 


		37.1	No
                                            Waiver



 


Failure
by either Party on any occasion to insist upon observance or performance by the other Party of any obligation in this Lease does not
amount to a waiver of any breach or acceptance of any variation by that Party. No waiver by either Party of any breach of any obligation
or provision in this Lease express or implied operates as a waiver of another breach of the same or of any other obligation or provision
of this Lease, whether express or implied. The rights and remedies under this Lease may be exercised as often as necessary and are cumulative
and not exclusive of any rights or remedies provided by Applicable Law.


 


		37.2	Severance



 


If
a provision of this Lease is or becomes illegal, invalid, or unenforceable in any jurisdiction, it does not affect:


 


		37.2.1	the
                                            validity or enforceability in that jurisdiction of any other provision of this Lease; or



 


		37.2.2	the
                                            validity or enforceability in other jurisdictions of that or any other provision of this
                                            Lease.



 


		38.	No
                                            Variation



 


No
amendment to this Lease is valid unless it is made in writing and executed by each Party’s authorised representative.


 


		39.	Legal
                                            Costs



 


Each
Party must pay its own legal and other costs in relation to the negotiation, preparation, and performance of this Lease.


 


		40.	Counterparts



 


This
Lease may be executed in any number of counterparts, all of which when taken together constitute one and the same instrument.


 




    36


     


    

 


Schedule
1

Plans


 


 


 


Part
A

Premises Plan


 




    37


     


    

 


Schedule
2

Rights Granted


 





		1.	Subject
                                            to the Kizad Rules, and to any temporary interruption for repairs, alterations or replacements,
                                            the right for the Tenant for the Term (in common with ADPC and all persons having a similar
                                            right) to use the common parts of Kizad designated by ADPC from time to time for all proper
                                            purposes in connection with the use and enjoyment of the Premises.



 


		2.	Subject
                                            to any temporary interruption for repairs, alterations or replacements, the right for the
                                            Term to the passage of any of the Utilities to and from the Premises through any relevant
                                            Conduits which are now or may be in, under, or over any other part of the Premises, in each
                                            case so far as any of the same are necessary for the reasonable use and enjoyment of the
                                            Premises.



 


		3.	The
                                            right in common with others to use the areas so designated by ADPC for the deposit of all
                                            rubbish and refuse in proper receptacles for collection.



 


		4.	The
                                            right or rights (if any) described in Part III of this Lease (which is (are) deemed to be
                                            incorporated into this Schedule 2 (Rights Granted) by reference).



 




    38


     


    

 


Schedule
3

Exceptions and Reservations


 


The
following rights and easements are excepted and reserved out of the Premises to ADPC and all other persons authorised by it or having
the like rights and easements:


 


		1.	ENTRY



 


		1.1	The
                                            right at all reasonable times upon reasonable prior notice (except in cases of emergency)
                                            to enter the Premises (with all necessary materials, equipment, appliances, and workmen)
                                            and/or carry out works in order to:



 


		1.1.1	inspect,
                                            cleanse, maintain, repair, connect to, remove, lay, renew, relay, replace, alter, or execute
                                            any works to or in connection with any pipes, valves, conduits, lines, works, facilities,
                                            equipment, devices, or services in or accessible from (or that ADPC wishes to lay, build,
                                            or undertake in or near to) the Premises;



 


		1.1.2	execute
                                            repairs, decorations, alterations, or any other works, and to make installations to, any
                                            Adjoining Property;



 


		1.1.3	affix
                                            and retain on the Premises notices for the sale or reletting of the Premises;



 


		1.1.4	perform
                                            and/or exercise any of ADPC’s rights and obligations under this Lease;



 


		1.1.5	carry
                                            out any other activities connected with the interest of ADPC in relation to the Premises
                                            and Kizad including valuing or disposing of ADPC’s interest in it; and



 


		1.1.6	satisfy
                                            any Legal Requirements to which the Premises or any Adjoining Property (or, in each case,
                                            any part thereof) is subject.



 


		1.2	The
                                            right to erect scaffolding for the purpose of repairing any building now, or after the date
                                            of this Lease, erected on any Adjoining Property, or in connection with the exercise of any
                                            of the rights mentioned in this Schedule 3 (Exceptions and Reservations) even though
                                            the scaffolding may temporarily restrict the access to, or enjoyment or use of, the Premises.



 


		1.3	In
                                            exercising the rights specified in paragraphs 1.1 and 1.2 above, ADPC or the person exercising
                                            the right must:



 


		1.3.1	give
                                            the Tenant reasonable prior notice that the right is to be exercised and must only exercise
                                            it at reasonable times (except in an emergency, when no notice need be given and when it
                                            can be exercised at any time);



 


		1.3.2	make
                                            good, as soon as practicable and to the reasonable satisfaction of the Tenant, any damage
                                            caused to the Premises;



 


		1.3.3	comply
                                            with the Tenant’s posted security and safety procedures and follow the Tenant’s reasonable
                                            directions;



 


		1.3.4	remove
                                            all debris and other excess material from the affected portion of the Premises within a reasonable
                                            period of time after the completion of any works; and



 


		1.3.5	reimburse
                                            the Tenant for any reasonable and direct costs incurred by the Tenant in connection with
                                            the exercise of those rights.



 






    39


     


    

 


		2.	LIGHT
                                            AND AIR ETC.



 


Any
rights of light, air, support, protection and shelter or other easements and rights now, or after the date of this Lease, belonging to,
or enjoyed by, any Adjoining Property (or any part).


 


		3.	BUILDING
                                            ON ADJOINING PROPERTY



 


		3.1	The
                                            right, without paying compensation to the Tenant, at any time to build on, re-develop or
                                            execute any works to any Adjoining Property or any buildings thereon in such manner as the
                                            person exercising the right shall think fit notwithstanding the fact that the same may obstruct
                                            affect or interfere with the amenity of the Premises (or any part) or the passage of light
                                            and air to the Premises (or any part).



 


		3.2	ADPC
                                            is not responsible for any construction or development that takes place in any Adjoining
                                            Property.



 


		4.	SUBJECTIONS



 


This
Lease is and takes effect subject to:


 


		4.1	all
                                            matters affecting the Premises (or any part) existing as at the date of this Lease and/or
                                            referred to in or permitted by this Lease; and



 


		4.2	all
                                            rights of way, easements, restrictions, matters, or provisions contained in, referred to
                                            or permitted by the Kizad Rules (including the ‘Development Control Regulations’, as defined,
                                            and set out in the Kizad Rules, which constitute an easement over the Premises in favour
                                            of the Adjoining Property) or this Lease or imposed by any Relevant Authority,



 


and
the Tenant is deemed to have full knowledge of the matters referred to above and must not raise any objection or requisition in respect
thereof.


 


		5.	OTHER
                                            RESERVATIONS



 


The
reservation or reservations (if any) described in Part III of this Lease (which is (are) deemed to be incorporated into this Schedule
3 (Exceptions and Reservations) by reference).


 




    40


     


    

 


Schedule
4

Services


 


		1.	Inspecting,
                                            maintaining, and repairing, altering, rebuilding, and renewing and, where appropriate, treating,
                                            washing down, painting, and decorating all parts of Kizad not comprised in any Lettable Unit
                                            including the Common Parts and the Retained Parts.



 


		2.	Inspecting,
                                            maintaining, repairing, cleansing, emptying, altering, and renewing all Service Media.



 


		3.	Keeping
                                            the Common Parts properly cleansed, treated, maintained, repaired and adequately lit.



 


		4.	Providing
                                            and maintaining any architectural or ornamental features or murals and any plants, shrubs,
                                            trees, or garden area in the Common Parts.



 


		5.	Supplying,
                                            whether by purchase or hire, and maintaining, renewing replacing, repairing, and servicing
                                            all fixtures and receptacles, appliances, materials, equipment, plant, and other things reasonably
                                            necessary for the maintenance, upkeep, or cleanliness of Kizad or otherwise in connection
                                            with the provision of the Services.



 


		6.	Providing
                                            a security service to the Common Parts.



 


		7.	Implementing
                                            any infestation control in the Common Parts.



 


		8.	Any
                                            other services relating to Kizad provided by ADPC from time to time which shall be:



 


		(a)	reasonably
                                            capable of being enjoyed by the occupier of the Premises; or



 


		(b)	reasonably
                                            calculated to be beneficial and relevant to the overall interests of Kizad, its occupiers
                                            and their customers; or



 


		(c)	appropriate
                                            for the maintenance, upkeep, or cleanliness of Kizad; or



 


		(d)	otherwise
                                            in keeping with the principles of good estate management,



 


and
any reference in this Schedule to renewal includes renewal, in accordance with the principles of good estate management, of the relevant
part of Kizad which is beyond its natural life even though it is not malfunctioning.


 




    41


     


    

 


SCHEDULE
5


 


PART
1


 


ADPC
SPECIFICATION


 


 


Not
Applicable


 




    42


     


    

 


PART
2


 


TENANT’S
SPECIFICATION MODIFICATIONS


 


 


Not
Applicable


 




    43


     


    

 


PART
III


AMENDMENTS
AND SPECIAL CONDITIONS


 


		1.	Amendments
to Standard Terms (Part II)



 


		1.1	The
                                            provisions of Part II of this Lease shall be amended as set out below (if any).



 


		1.2	Save
                                            as provided below the remaining provisions of Part II of this Lease shall remain in full
                                            force and effect.



 


		2.	Special
Conditions



 


		1.1	The
                                            following special conditions shall form part of this Lease.



 


		1.2	Save
                                            as provided above in paragraph 1 of this Part III the remaining provisions of Part II of
                                            this Lease shall remain in full force and effect.



 





	Special
    Condition Number	 	Relevant
    provision
	2.1	 	Additional
                                            Rights Granted to the Tenant under Schedule 2 of Part II:

	2.2	 	Additional
                                            Exceptions and Reservations to ADPC under Schedule 3 of Part II: 

    None.



 



    44


     


    

 


SCHEDULE
6


 


RENT
ESCALATION


 





	Year
    of the Term	 	Rental
    Rate (AED per m2)	 	Annual
    Rent
	1	 	200.00	 	2,368,156.00
	2	 	257.50	 	3,049,000.85
	3	 	309.00	 	3,658,801.02
	4	 	360.50	 	4,268,601.19
	5	 	412.00	 	4,878,401.36


 




    45


     


    

 


Signed
by the duly authorised representatives of the Parties on the date of this Lease as follows:


 


 


	 	 
	Mohamed
    Al Khadar Al Ahmed	 
	Chief
    Executive Officer - KIZAD Group	 
	Duly
    authorised representative	 
	for
    and on behalf of ABU DHABI PORTS COMPANY PJSC	 



 


	 	 	 
	Signed
  by:	Mr.
  Nan Wu	 	Witness	 
	 	 	 	 	 
	Duly
  authorised representative	Name	 



 


for
and on behalf of the NWTN TECHNOLOGIES INDUSTRIES - SOLE PROPRIETORSHIP L.L.C.


 


 


46