**Exhibit 10.3****LEASE DEED**THIS DEED OF LEASE (hereinafter referred to as the “Lease Deed” or “Deed”) is made andexecuted on this the 18th Day of August, 2006, at Bangalore.BETWEEN**M/s. M.K.CHAKRAPANI & CO.**, a partnership firm, represented herein by its Partner and AuthorisedSignatory, Mr. Suresh Lakshmikanth, having its office at “ Suraj Ganga Arcade”, No.332/7,14th Cross, 2nd Block, Jayanagar, Bangalore 560 011, (hereinafter called the“LESSOR”, which expression shall, wherever the context so requires or admits, mean and include thesuccessors of the said firm and the legal heirs, executors, administrators and representatives ofeach of the partners from time to time) of the ONE PART.AND**AAROHI COMMUNICATIONS PVT. LTD.,**a wholly owned subsidiary of Emulex Communications Corporation,USA, represented by the Head-India Centre, Mrs. Shanti Subbaraman, having its registered office atNo. 41, 100 Ft Road, VI Block, Koramangala, Bangalore-560 095, (hereinafter referred to as the“LESSEE”, which expression shall, wherever the context so requires or admits, mean and includes itssubsidiaries, affiliates or group entities, successors-in-interest and assigns) of the OTHER PART.The LESSOR and the LESSEE are collectively referred to as the “Parties” and individually as a“Party”WHEREAS, the LESSOR is the owner of the immovable property named “Suraj Ganga Soft Park”,comprising of the site bearing No. 34, Opposite Mini Forest, 3rd Phase, 1stMain, J P Nagar, Bangalore -560078 including the land and the building built thereon (hereinafterthe “said Building”);AND WHEREAS, the LESSOR has agreed to lease the entire 1st Floor of the said Building,along with the fit-outs listed in the Annexure attached to this Lease Deed together with the 12(Twelve) car park spaces in the basement of the said Building and two wheeler parking spaces inthe land adjacent to the said Building. The LESSEE shall also be entitled to the
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common rights granted to all the tenants of the said Building in the common areas. The LESSEE shallbe entitled to use the cafeteria on the Terrace, of the said building. All the aforesaid areasbeing taken on lease by the LESSEE along with the rights pertaining thereto and the areas availablefor the use of the LESSEE are more fully described in the Schedule to this Deed of Lease and ishereinafter for the sake of brevity called the “Schedule Property”WHEREAS, the LESSEE is engaged in the business of software development and other related activitiesin Bangalore and has found the Schedule Property suitable for their business purposes and haveapproached the LESSOR to take on lease the same from the LESSOR.WHEREAS, the LESSOR being the owner of the Schedule Property with the right to lease the same tothe LESSEE on the terms herein provided has offered the same on lease to the LESSEE making thefollowing representations: a) That the LESSOR has the ownership of the Schedule Property and no one else, includingany present or erstwhile Partner of the LESSEE has any similar right, interest or sharetherein and the LESSSOR is entitled to lease the Schedule Property to the LESSEE asprovided herein.  b) That save for the mortgage on favour of Union Bank, Indore, the Schedule Property isfree from all encumbrances. The Lessor confirms that there are no attachments, acquisitionor court proceedings or charges of any kind in or over the Schedule Property.  c) That there is no impediment for letting out the Schedule Property to the LESSEE in themanner provided for herein and that the LESSEE shall have no obligation to make payments toany third party for use of the Schedule Property.AND WHEREAS, the LESSOR has represented to the LESSEE that, save for the mortgage on favour ofUnion Bank, Indore, the absolute title of the Schedule Property is vested with the LESSOR.AND WHEREAS, the LESSEE confirms and assures the LESSOR that there is no impediment of whatsoevernature for it under any law to take the Schedule Property from the LESSOR on lease for the purposesof its business.
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AND WHEREAS, the LESSEE, based on the aforesaid representations made by the LESSOR has agreed totake on lease the Schedule Property upon the terms and conditions hereinafter contained and agreedbetween the Parties.**NOW THEREFORE, THIS AGREEMENT TO LEASE WITNESSETH AS FOLLOWS:****1.** **UNDERSTANDING OF THE PARTIES:**   In consideration of the rent herein reserved and of the covenants on the part of the LESSEEto be performed and observed, the LESSOR does hereby grant and lease unto the LESSEE, andthe LESSEE does hereby take on lease from the LESSOR, the Schedule Property being the entireFirst Floor of the said Building comprising of a super-built up area measuring 13,592 sft.(Thirteen thousand five hundred and ninety two square feet only) located at No. 34, Opp MiniForest, 3rd Phase, 1st Main, J P Nagar, Bangalore–560078. The ScheduleProperty is furnished with the fit outs detailed in the Annexure attached to this Deed. TheLESSEE also has the sole and exclusive right to use the designated cafeteria area of 1000Sqft. (One thousand square feet) on the terrace, 12 (Twelve) covered car parking spaces inthe basement of the said Building, 45 two wheeler parking space in the land adjacent to thesaid Building, together with easements, rights and advantages appurtenant there to and rightof use and enjoyment of common areas of the said Building. All of the areas being taken onlease by the LESEE and the attendant rights of the LESSEE are more fully described in theSchedule of this Lease Deed. **2.** **LEASE DURATION** 2.1 The Parties have, in good faith, agreed that the lease commencement date shall be on orbefore 28th August 2006, by which date the LESSOR shall deliver possession of theSchedule Property with fixtures, fittings and workstations, as per the inventory attached. Thebrief particulars of the fixtures provided by the LESSOR are described in the Annexureattached to this Lease Deed. The date of commencement for lease shall hereinafter be called as“Commencement Date” and the lease shall be in force initially for a period of Five (5) years(“Initial Term”) from the said Commencement Date, out of which the minimum lock-in periodshall be thirty (30) months (hereinafter called “lock-in
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period”) including notice period of three (3) months. There shall be an escalation of FivePercent (5%) in the monthly rent every year as provided in clause 3.1 herein, with effectfrom the expiry of 12 months from the Commencement Date on the last paid rent till theexpiry of the Initial Term***.***The lease upon expiry of the Initial Term may be renewed at thesole option of the LESSEE, subject to LESSEE issuing three (3) months prior written noticeof its intention to renew the lease before expiry of the Lease Term, for a further period of3 (Three) years or such period as mutually agreed between the Parties. The Parties shall inrespect of each extension duly stamp and register a fresh lease deed for the purpose. The“Commencement Date” shall be the date the LESSOR actually hands over the possession of theScheduled Property to the LESSEE duly ready for Customs Bonding and after completing allpainting, cleaning, touch-up work, as approved by the LESSEE.2.2 All payments under this Lease Deed shall be made by crossed cheque payable inBangalore, or bank wire transfer acceptable to LESSOR in favour of the LESSOR and shall bedelivered to the LESSOR at its address mentioned above in person or by courier / registeredpost acknowledgement due. The obligation of the LESSEE is fully discharged by makingpayments to the LESSOR under this Lease Deed and as a confirmation of the same the LESSORshall issue receipts of such payment by the LESSEE. **3.** **RENTALS:** 3.1 The monthly lease rent payable by the LESSEE during the first year for lease of theSchedule Property shall be Rs. 59/- per Sqft. (Rupees Fifty Nine per square foot)aggregating to Rs. 8,01,928.00/- (Rupees Eight Lakhs One Thousand Nine Hundred and TwentyEight) per month for the total area of 13,592 sft. (Thirteen thousand five hundred andninety two square feet) Which shall be increased after the end of every year by 5% on thelast paid rent and the said escalated monthly rentals shall be paid by the LESSEE thereafter. 3.2 The lease rental for the sole and exclusive use of the Cafeteria on terrace of the saidBuilding shall be Rs 20,000 (Rupees twenty Thousand) per month calculated at Rs 20/- persq. ft (Rupees Twenty per square foot) for a covered area of 1,000 sft. (One thousandsquare feet) Including general maintenance of cafeteria and shall become
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payable from the Lease Commencement Date, subject to the LESSOR handing over possession ofthe Leased Premises to the LESSEE. 3.3 The lease rental for 12 (Twelve) car parking spaces in the basement of the ScheduleProperty shall be Rs.24,000 (Rupees Twenty Four thousand) per month calculated atRs.2,000/- (Rupees Two Thousand) per car park including maintenance of the basement andshall become payable from the Lease Commencement Date, subject to the LESSOR handing overpossession of the Leased Premises to the LESSEE.  3.4 The LESSEE shall pay a maintenance charge of Rs.2.50/-(Rupees Two and Fifty Paisa only)per square foot per month, aggregating to Rs. 33,980 (Rupees Thirty Three Thousand NineHundred & Eighty only) per month to the LESSOR by the 5th day of thesucceeding month inclusive of all applicable taxes and subject to TDS.In summary, rent shall be paid by the LESSEE to the LESSOR in following manner in single payment asfollows:             Rent  – 13592 x 59/-  =   8,01,928.00 Car parking  –      12 x 2000   =   24,000.00 Cafeteria  –     1000 x 20   =   20,000.00 Maintenance  –  3592 x 2.50   =   33,980.00                                                  8,79,908.00                           3.5 The LESSEE shall be entitled to deduct income tax at source as per the rates specifiedunder the Income Tax Act, 1961 and other applicable laws and shall issue the Tax Deductionat Source Certificate to the LESSOR within the period prescribed under the above Act.  3.6 The LESSEE shall pay the said monthly lease rentals to the LESSOR on or before5th day of each succeeding month for the preceding month.
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**4.** **SECURITY DEPOSIT**In consideration of the LESSOR granting to the LESSEE, on lease the Schedule Property, theLESSEE in assurance of its due performance of obligations, shall pay the LESSOR an interest freerefundable security deposit being an amount of Rs. 88,21,000 /- (Rupees Eighty Eight LakhsTwenty One Thousand only) in the following manner: a) The initial deposit of Rs. 16,00,000/- (Sixteen Lakhs only) has been paid at the timeof signing the LOI vide Chq. No. 735563 dated 26th July, 2006 drawn on SBI,IFB, Bangalore, in favour of M/s. M. K. CHAKRAPANI & CO.  b) An amount of Rs. Rs. 40,00,000/-(Forty Lakhs only) is being paid at the time ofsigning this Lease Deed vide Chq. No. 735565 dated 17th August, 2006 drawn onSBI, IFB, Bangalore, in favour of M/s. M. K. CHAKRAPANI & CO.  c) Balance amount of Rs. 32,21,000/-(Rupees Thirty Two Lakh Twenty One Thousand only)shall be paid vide Chq, No. 735566 at the time of taking possession of the premises.The LESSOR shall issue valid Receipts for accepting the Security Deposit.4.1 The security deposit shall be held by the LESSOR during the period of the lease and shall bereturned 100%, without any interest, upon the expiry or earlier termination of the lease asthe case may be, subject to legitimate deductions, if any, under this lease and towardsnon-performance of the LESSEE such as non-payment of monthly rentals, outstanding electricity,maintenance charges. 5 In the event, the LESSOR fails to refund the Security Deposit upon expiry or earliertermination of the lease, the LESSOR shall be liable to refund the Security Deposit amounttogether with penal interest @1% per month to be calculated from the date the amount becomesdue till the date of actual refund and the LESSEE will be entitled to continue to use andoccupy the Schedule Property without being liable to pay any rent thereof until the saidSecurity Deposit is refunded along with interest.
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**5.** **COVENANTS OF THE LESSEE** **5.1** **Electricity Charges** a) The LESSEE shall be responsible for payment of all the electricity charges supplied byBESCOM and for the power generated and supplied by the LESSOR for LESSEE’s use and theLESSEE agrees to pay the monthly consumption at actual as per the BESCOM and at Rs.25/-per unit for the DG power with a standard demand charges of Rs.10,000/- per month for DGfrom the Commencement Date of this lease in respect of the actual usage as per theconsumption as recorded in the 2 (two) sub meters provided by the LESSOR and invoiceraised.**5.2** **Water Charges**The LESSEE shall pay the electricity charges for usage of water pump at actual. The LESSORshall be responsible for the installations and maintenance of all necessary waterconnections such as bore-well, pumps, storage tanks, pipes, faucets and fittings includingin the common bathrooms etc., in the Schedule Property at no cost to the LESSEE and shallwhenever necessary replace such fittings, pumps, pipes, faucets etc.**5.3** **Signage:**The LESSOR assures the LESSEE and confirms that the LESSEE may erect and display its name,sign-board, logo or other signage of appropriate size and as directed by the building rulesand regulations, at a prominent space to be designated by the LESSOR, at the entrance of thesaid Building and near the lobby of the entrance of the said Building and at the entrancedoor of the respective Units, for which the LESSEE may use its corporate colors andlettering.**5.4** **Electrical and Telecommunication Wiring and Piping:**The LESSEE, in addition to the fixtures, fittings, and amenities provided by the LESSORwithin the Schedule Property, shall be entitled to install electronic and
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electrical equipments, burglar alarms, security systems, computers, servers,air-conditioners, power generator sets, telecommunication, UPS, data and / or videocommunication lines etc., for undertaking its activities in the Scheduled Property.**5.5** **Alterations:** a) The LESSOR shall provide fully furnished plug and play type facility to the LESSEE. TheLESSOR shall handover final Inventory list to the LESSEE at the time of signing theagreement along with Layout Plan, Interiors Diagram, Electrical and Networking Drawing etc.The LESSOR shall take a video recording of the entire premise and its interiors and give acopy to the LESSEE.  b) The LESSEE shall be entitled to carry out non structural alterations of the ScheduleProperty if required. The LESSEE shall take due care not to damage the main structure ofthe said building as well as fixtures, fittings and amenities provided by the LESSOR, whileerecting or dismantling such partition and/or construction. In the event any such damageoccurs, not being damage arising out of normal wear and tear, the LESSEE shall pay to theLESSOR all reasonable cost for the repair of the damage or repair the damage, at its cost.The LESSEE shall not be required to pay any additional amount by way of rentals or anyother amounts in connection with the installation of the generators, air-conditioners orother auxiliary equipment in the Schedule Property.  c) The LESSEE shall have the right to co-locate additional ACs and UPS over and above theAC and UPS provided by the LESSOR at its cost and the same shall continue to be theproperty of LESSEE.**5.6.** **MAINTENANCE** a) The LESSOR by itself or through a service provider shall maintain and keep the saidBuilding and Schedule Property in good condition. The Building and the Schedule Propertyincluding all amenities and infrastructure provided will be maintained to a level thatsupports the business operations of the LESSEE 24 hours a day and during the entire tenureof this Deed.
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 b) The LESSOR shall ensure that any service provider engaged by it carries out allnecessary maintenance and repairs to the said Building and the Schedule Property  c) The LESSOR shall ensure that maintenance is carried out promptly and that the LESSEEshall be entitled to carry out any non completed obligation of the service provider anddeduct the cost for the same from the maintenance charges payable to the LESSOR, providedthe service provider is first called upon to carry out its obligation and fails to do thesame within a period of 24 hours from receipt of notice.  d) The maintenance charges is for the general maintenance of the premise like: **•** Common area Maintenance  **•** Building General Security  **•** Common area lighting  **•** Elevators  **•** Electricity for common area lighting & Water pumping  **•** Transformer and Lift maintenance and related compliance  **•** Landscaping e) The LESSEE shall use the said facilities with normal care and caution and replace allbroken fittings and fixtures with same quality materials, however, subject to normal wearand tear.**5.7.** **USE OF THE SCHEDULE PROPERTY** a) The LESSEE shall use the Scheduled Property for official and lawful business purposesonly and shall not use for residential purpose or permit the use of the Schedule Propertyfor any unlawful purpose of any thing likely to endanger the building. The LESSEE alsoagrees that in the course of usage of the Schedule Property, the LESSEE, its agents,servants etc. shall not act in a manner which may cause any nuisance, annoyance orobstructions to the other users of facilities such as lifts, common passages, staircases,basement, terrace area etc. in the building. The LESSOR confirms that the Schedule Propertycan be legally used for the business of
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the LESSEE which is software development, services and other information technology relatedactivities and that there is no law that prevents such use by the LESSEE. b) In the event the LESSEE wishes to set-up a Software Technology Park / Export OrientedUnit and is required to custom bond the Scheduled Property, the LESSOR undertakes to givethe necessary No Objection Certificate and / or authorization and / or permission to theLESSEE to have the Scheduled Property bonded under Customs Act. The LESSEE agrees andundertakes to de-bond the Schedule Property on expiry or earlier termination of the leaseperiod. There are no claims on the Schedule Property on account of any prior lease orlicense  c) The LESSEE shall, during the lease period and any extension thereof, have every rightto use the premises for the business of its own, or its subsidiaries, sister concerns,business associates and shall have the right to sublease during the tenancy period forlawful business purposes under written intimation to the LESSOR.  d) In the event of sub letting or under letting as above, the LESSEE affirms that allobligations agreed to be performed by the LESSEE under this lease shall always remain thatof the LESSEE.  e) The LESSOR shall during warranty period transfer the warranties obtained frommanufacturers for the equipments / machinery installed within the Scheduled Property forexclusive use of the LESSEE.**6.** **COVENANTS OF THE LESSOR** 6.1 **Electricity Supply:**The LESSOR agrees and undertakes to provide 125 (One hundred and twenty five) KVA power loadwith 100% DG back-up power and 44 KVA UPS Power to the Schedule Property and shall ensureregular supply of electricity, UPS and DG Power to the Scheduled Property 24 hours and 365days.6.2 **Water Supply:**The LESSOR shall provide adequate supply of bore-well water to the Schedule Propertyfor the consumption of the LESSEE.
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6.3 **Delivery of Possession**   The LESSOR agrees to deliver possession of the Scheduled Property to the LESSEE on or before28th August, 2006 after completion of modifications and alteration works at itscost as desired by LESSEE. The Parties agree and confirm that the LESSEE will only be liableto pay rent, car parking charges, maintenance charges, electricity charges, and otheroutgoings to the LESSOR from the day the possession of the Scheduled Property is handed overto the LESSEE duly complete in all respects. **6.2** **Peaceful Possession**   On the LESSEE paying the rents hereby agreed to be paid and the LESSEE observing andperforming the several covenants and conditions agreed upon, the LESSEE shall peacefullyhold and occupy the Schedule Property, from the date of delivery of possession till theexpiry of the lease term or any extended period thereof or earlier termination as providedherein without any let, hindrance, interruption or disturbance by the LESSOR or any personclaiming under, through or in trust for the LESSOR. The LESSOR represents and warrants thatthe LESSOR is in possession of the Scheduled Property and no one else has any ownership,rights, interest in the Schedule Property that will prevent the LESSOR from granting a leaseof the Schedule Property in the manner provided for herein. Further, the LESSOR representsthat save for the mortgage in favour of the Union Bank, Indore, there are no charges,claims, negative covenants, attachments, encumbrances, acquisition proceedings, anythreatened proceedings or similar nature or obligations in respect of the Scheduled Propertyor anything which may be an impediment or bar affecting the free and vacant possession anduse of the Schedule Property by the LESSEE.   The LESSOR also represents that no agreements or interest has been created in respect of theSchedule Property in favour of the third parties other than executing this Lease Deed. TheLESSOR acknowledges that the LESSEE has entered into this Lease Deed relying solely on theaforesaid representations and the LESSOR shall indemnify and keep indemnified the LESSEEfrom and against any claims that arise out of any breach of the LESSOR of its obligationsherein or any claims that arise out of misrepresentation by the LESSOR.
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**6.3** **Payment of Tax and other outgoings**   The LESSOR confirms that all taxes in respect of the Schedule Property have been paid infull until the date hereof. Further, the LESSOR shall pay all the current and futuremunicipal taxes and any other outgoings, charges, cesses, dues or impositions that may belevied in respect of the Schedule Property by the Bangalore Mahanagar Palike including, byway of a fresh assessment, the Government of Karnataka or the Central Government or anyother Public Body or Local Authorities. Any increase in the rate of property tax or otheroutgoings during the period of lease shall be borne by the LESSOR. In particular the LESSORconfirms that it owes no dues to any statutory authorities such as the Department of Customsand Central Excise, Sales Tax and Income Tax and no charges exist on the Schedule Propertyon account of any non payment of dues. **6.4** **Insurance**   The LESSOR shall at all times during the period of lease insure and keep insured the saidBuilding and more particularly the Schedule Property against structural damage, damage byfire, earthquake, riots and other risks at their own cost. The LESSEE shall obtain separateinsurance cover for all the equipment, temporary constructions, fittings and fixtures andother property owned by the LESSEE within the Schedule Property during the tenure of thelease. **6.5** **Repairs and Maintenance**   The LESSOR shall complete all the external and internal civil repair works if any, andmaintenance works like touch-ups, painting, cleaning of the entire premises includingcarpets, pantry, rest-room areas, Data and Voice Network and Electrical systems testing etcand bring the Schedule Property to usable condition, before handing over possession thereofto the LESSEE, not later than28th August, 2006. After the handingover of Schedule Property, internal maintenance including fit-outs like, repair of chairs,AC, UPS, Networking, EPABX, other fit-outs and Cafeteria shall be borne by the LESSEE.
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 a) The LESSOR shall, up on receipt of notice from the LESSEE, carry out all major repairsincluding damage to water pipes, electrical wiring, building collapse, etc to and at theScheduled Property. In the event the LESSOR fails to do so, notwithstanding any law for thetime being in force, the LESSEE shall be at liberty to carry out such repairs and all suchcosts incurred therefore shall be to the account of the LESSOR and shall be deducted fromthe rent. The LESSEE shall be responsible for the day-to-day maintenance of the ScheduledProperty including all amenities installed by the LESSEE therein.  b) The LESSOR shall ensure that the building, basement and areas surrounding the ScheduleProperty including common passage, staircase, terrace, lifts etc. are maintained at itscost in a state of good repair.  c) All minor repairs to the Schedule Property (those which relate to tenant improvementsand which the LESSEE has installed at its own cost and expense and not including anythinginstalled, erected or constructed by the LESSOR) shall be carried out by the LESSEE at itsown cost and expense.  d) In case of UPS and ACs, the LESSEE shall at its cost, take annual maintenance orotherwise, carry out the periodical maintenance and if, incase, the UPS Battery expires dueto its technical life, the LESSOR shall replace the battery.**6.6** **Unlimited Access**   After commencement of the lease, the LESSOR shall provide to the LESSEE or to any employee orrepresentative of the LESSEE full, free and unhindered access to the Schedule Premises withall utilities and all riser ducts and common raceways throughout the said Building all the 24hours of the day, 365 days of the year. **6.7** **Sale or Disposal of Premises**   The LESSOR undertakes that in the event the Schedule Property or any part thereof is sold,transferred, mortgaged or conveyed to any third party by the LESSOR, the LESSOR shallstipulate with such third party purchaser that the transfer will be fully
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subject to this Lease Deed between the LESSOR and the LESSEE. The LESSOR further agree toensure that the transfer deed executed by them carries a covenant obligating the third partypurchaser to acknowledge and accept the LESSEE as his own LESSEE on the same terms andconditions of this Lease Deed. The LESSOR shall ensure that the rights of the LESSEE underthis Deed of Lease are not affected or curtailed by virtue of such transfer and shall ensurethat the security deposit paid hereunder is returned to the LESSEE upon expiry or earliertermination of the Lease Deed.6.8 The LESSOR will do all such further acts, deeds or things or execute such further documentsand assurances and get such further documents, consents and approvals from any authorities, asmay be called upon by the LESSEE or as may be necessary, to perfect and clear the unencumberedand absolute leasehold rights and interest of the LESSEE in the Schedule Property and itscontinued possession and use by the LESSEE for its business purposes; 6.9 The LESSOR has not, in the use and occupation of the Schedule Property or the constructionof the said Building in which the Schedule Property is situated, or otherwise, contravenedany law, rule, regulation or other legal requirements whatsoever; 6.10 The LESSOR has provided the Schedule Property with water and sewage connections in accordancewith applicable laws; and 6.11 The LESSOR agrees to indemnify and shall keep indemnified the LESSEE, from and against all orany claims, damages, costs, expenses and consequences whatsoever arising from or in any mannerrelated to any non-performance or breach by the LESSOR of the provisions of this Deed or ofany law, including in respect of the construction, use and/or occupation of the ScheduleProperty or the said Building;
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**7.** **OTHER MUTUAL COVENANTS:** **7.1** **Inspection of the Schedule Property**   The LESSOR shall, subject to the security requirements of the LESSEE, have the right toenter the Schedule Property for the purpose of inspecting the condition of the same orcarrying out any repair after giving the LESSEE a written notice of 24 (Twenty Four) hoursby hand delivery, as well as verbal notice of its intention of doing so provided howeverthat the intended time of inspection is within the working hours of the LESSEE except incases of emergency when no notice shall be required. **7.2** **Developments to the building and occupation of the same by other occupants/LESSEE**   The LESSEE shall not in any way obstruct the LESSOR from undertaking any future developmentproposed to be made in the building as also developments to the premises of the otheroccupants / LESSEEs in the building provided such development does not interfere with orobstruct the peaceful enjoyment of the Schedule Property or other common areas in thebuilding by the LESSEE and provided that such development is in accordance with law. **7.3** **Disputes**   The parties agree that they intend to discharge their obligations in utmost good faith.They, therefore, agree that they will, at all times, act in good faith, and make allattempts to resolve all differences howsoever arising out of or in connection with this Deedby discussion. If within fifteen (15) days of the commencement of the discussions thedispute is not resolved the dispute shall be referred to arbitration, provided that (i)Arbitration shall be conducted in accordance with the provisions of the Indian Arbitrationand Conciliation Act, 1996 (ii) There shall be one arbitrator nominated jointly by theparties, failing which. there shall be three (3) arbitrators, one each nominated by theLESSOR and the LESSEE and the other chosen by the two (2) arbitrators so nominated (whoshall be persons of professional repute and who are not directly or indirectly connectedwith the parties concerned) whose appointment shall be agreed
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between the parties within seven (7) days of the service of an arbitration notice, and (iii)The Parties agree that until the arbitration proceedings are complete, they shall not taketheir disputes to the court of law. All hearings shall be held in Bangalore and the languageof the arbitration shall be English.**8** **SUSPENSION:**   If the Schedule Property is destroyed or damaged by fire, flood or in any other mannerbecomes unfit for occupation or use, and upon receipt of notice from the LESSEE to thiseffect, the rent or a part thereof according to the nature and extent of the damage, shallbe suspended till such time as the Schedule Property is once again rendered fit foroccupation and use. No rent as provided in clauses 3.1; 3.2; 3.3 and 3.4 herein shall be duefor such time of suspension If the Schedule Property or any significant portion thereof, isrendered unfit for use and the same is not made fit for use within (30) days by the LESSOR,parties after mutual negotiation, may arrive at the decision to have the lease terminatedand accordingly, LESSEE shall have the right to terminate this lease not withstanding noticeclause and lock in clause 10.2 herein and without obligation to make further payments. **9** **FORCE MAJEURE:**   If the performance by either Party, of any of its obligations hereunder is prevented,restricted or interfered with by reason of fire, or other casualties or accident, strike(being a national, regional or city wide strike) or labour dispute, war or other violence,any law or regulation of any government (excluding those relating to any violation or noncompliance with the rules and regulations governing construction and occupation ofbuildings), or any act or condition whatsoever beyond the reasonable control of such party(each such event shall be called a “Force Majeure” event), then such party shall be excusedfrom such performance to the extent of prevention, restriction or any interference,provided, that such Party shall give prompt notice within a period of 30 days to the otherParty of such Force Majeure in such notice, including a description, in reasonablespecificity, of the cause of the Force Majeure. Such parties shall use reasonable efforts toavoid or remove such cause of non-performance and shall continue performance hereunderwhenever such causes are removed. Any dispute
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arising in relation thereto shall be a dispute within the meaning of clause 7.3 hereinbefore contained.**10.** **TERMINATION** 10.1 Neither Party shall be entitled to terminate this lease during lock-in period except forreasons provided for in Clauses 10.1 (i), (ii) and (iii) below. i. By mutual consent of Parties duly recorded in writing such terms as may beagreed upon.  ii. By either Party if the other Party hereto defaults in the performance of any ofits obligations under this Lease Deed and such default is not cured within 30 days fromthe date of receipt of written notice of default issued by the non-defaulting Party inthis regard. By either Party, where any clause of this Lease Deed specifically providesfor termination.  iii. If by operation of law and for the breach of the provisions contained in thisLease by the LESSOR, the LESSEE is prevented from continuing the Lease.10.2 If in case, the LESSEE wish to terminate the Lease during lock in period, the LESSEE wouldbe liable to pay the balance rentals for the remaining part of lock-in period or till a newtenant comes in, which ever is earlier. 10.3 The LESSEE may terminate this lease by giving to the LESSOR at lease (3) three months priorwritten notice, and if terminated in this fashion, LESSEE shall owe no further amounts exceptfor amounts owed for use of the Schedule Property by LESSEE prior to termination. The LESSORmay only terminate in the event of the LESSEE not paying rent for a period of three monthsdespite having notice of the same. 10.4 In the event of termination of the lease in any manner aforesaid, the LESSEE shall handoverpossession of the Schedule Property to the LESSOR along with Amenities, fixtures and fittingsinstalled by the LESSOR, excepting normal wear and tear subject to the LESSOR not owing anymoney / amount to the LESSEE on any account whatsoever,
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unless the LESSEE is prevented from such handover by reasons of destruction / demolition ofthe Scheduled Property. Upon termination for any reason other than pursuant to LESSEE’sbreach, LESSEE shall owe no further amounts except for amounts owed for use of the ScheduledProperty by LESSEE prior to termination under these presents. Simultaneous with the LESSEEhanding over possession of the Schedule Property, the LESSOR shall hand over to the LESSEE theentire security Deposit paid by the LESSOR to the LESSEE**11.** **NOTICES**   Notices to be provided under this Lease Deed shall be in writing and delivered to theaddress of the LESSOR as mentioned hereinabove and to the LESSEE at the Schedule Propertyand shall be sent by hand delivery with acknowledgement obtained or through a recognizedcourier. Notice shall be deemed to have been received, in the case of hand delivery on theday after such delivery and in the case of courier, on the expiry of two days after the dateon which such courier is sent. **12.** **HANDING OVER POSSESSION ON EXPIRY**   On the expiry of the lease period or on earlier termination of the lease, the LESSEE shallhand over possession of the Scheduled Property to the LESSOR or its agent in the samecondition under which the same has been let-out and as it has received it, normal wear andtear excepted, subject to simultaneous refund of Security Deposit by the LESSOR to theLESSEE. Notwithstanding any thing to the contrary contained or implied herein, allimprovements made by the LESSEE to the Schedule Property and fixtures installed at theScheduled Property shall always remain the property of the LESSEE and the LESSEE shall, atits discretion, be entitled to remove the fixtures and other improvements at the time ofhanding over vacant possession of the Schedule Property to the LESSOR but shall have noobligation to remove such fixtures and other improvements, and in particular withoutlimitation shall have no obligation to remove network cabling installed in the ScheduledProperty.
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**13.** **COSTS**   The parties to this Deed of Lease shall each bear their respective legal, consultant orother costs incurred in respect of the drafting, negotiation, execution and registration ofthis Lease Deed. **14.** **WAIVER**   No forbearance, relaxation or inaction by any Party at any time to require the performanceof any provision of this Deed of Lease shall in any way affect, diminish or prejudice theright of such Party to require the performance of that or any other provision of this Deedof Lease or be considered to be a waiver of any right, unless specifically agreed inwriting. **15.** **SEVERABILITY**   In the event of any provision of this Lease Deed being held or becoming invalid,unenforceable or illegal for any reason, this Lease Deed shall remain otherwise in fullforce apart from the said provision, which will be deemed deleted. The parties shall howeverattempt to replace the deleted provision with a legally valid provision that reflects thesame purpose of the deleted provision to the greatest extent possible with out having anyimpact of financial loss to the parties. 16. **CHANGE OF NAME**   Change in name of the LESSEE, during the term of this lease or on its extension, shall notaffect this lease Deed **17.** **INDEMNITY**   The LESSOR shall keep the LESSEE fully indemnified against any loss direct or indirect whatso ever arising out of breach of any of the above terms of this Lease Deed.
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  The LESSEE shall keep the LESSOR fully indemnified against any loss direct or indirect whatso ever arising out of breach of any of the above terms of this Lease Deed. The LESSEE shallhowever not be liable for any consequential loss or damage (including for loss of businessor profit) even if advised the possibility of the same. **18.** **GOVERNING LAW / JURISDICTION**   Any disputes under this Lease Deed shall be resolved in all respects by the laws of Indiasubject to clause 7.3, within the jurisdiction of the High Court of Karnataka. **19.** **COUNTERPARTS**   This Deed of Lease may be executed in more than one counterpart, all of which shall beconsidered one and the same agreement and each of which shall be deemed as original. Theoriginal stamped and registered (if LESSEE so chooses) lease deed shall be retained by theLESSEE.**SCHEDULE PROPERTY**  All that piece and parcel of immovable property comprising of a super built-up furnished areaof 13,592 sqft. (Thirteen thousand five hundred and ninety two square feet) being the1st Floor of the building known as Suraj Ganga Soft Park, located at No. 34.Opp : MiniForest, 3rd Phase, 1st Main, J P Nagar, Bangalore –560078 together with12 (Twelve) covered car parking spaces in the basement of the said Building specifically allottedto the LESSEE, and 45 (Forty Five) Two Wheeler Parking spaces in the land adjacent to the saidBuilding and 1,000 Sqft (One thousand square feet) designated Terrace for Cafeteria and othercommon amenities and facilities provided therein and the fit outs more fully described inAnnexure-1 and the site on which the Schedule Property stands bounded as follows:
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East By : Site No.25.