**Exhibit 10.38****LEASE AGREEMENT**THIS AGREEMENT made at Pune this 19th day of December, Two Thousand Six.**BETWEEN****KOLTE PATIL DEVELOPERS LIMITED, (PAN NO.AAACK7310G)**a Company incorporated under theCompanies Act 1956 and having its Office at “CITY POINT”, 17, Boat Club Road, Pune 411001, represented herein by its duly Authorised Director **MR**. **RAJESH A. PATIL/MILIND D.KOLTE,**Age Adult, hereinafter referred to as the **LESSOR,**which expression shall, unlessrepugnant to the context or meaning thereof, be deemed to mean and include itssubsidiaries, affiliates, successors and assigns, of the **ONE PART****AND****M/s SonicWALL Services Private Ltd,**a Company incorporated under the Companies Act, 1956,and having its registered Office at ___ Deloitte Haskins & Sells. 706, ‘B’ Wing7th Floor, ICC Trade Tower, International Convention Centre, Senapati BapatRoad, Pune-411016, India represented herein by its Director / Authorized Signatory,Mr.Douglas Brockett Vice President_, hereinafter called the **“LESSEE”**which expressionshall where the context so requires or admits mean and include its successors-in-title, ofthe **SECOND PART**.**WHEREAS** :1. By virtue of diverse deeds and documents the Lessor is well and sufficientlyentitled to and otherwise seized and possessed of as Developer of all those piecesand parcels of land or ground admeasuring 01Hectares 57 ares at Vadgaon-Sheri,District Pune bearing Survey No. 46/1 within the limits of the Pune MunicipalCorporation and within the jurisdiction of the Sub Registrar of Assurances-Pune andmore particularly described in **Schedule A**herein (hereinafter referred to as the“**Schedule A Property**”).2. The LESSOR has developed an I.T.Park comprising of multi-storeyed buildings, on theSchedule A Property under the name and style of **“e SPACE”**(hereinafter referred to asthe said **“IT Park”).**Further, the Lessor has obtained necessary
 

 
 2  approval to the said Scheme from the Directors of Industries wide their approvalNo.DIC/Pune/LOI-32 I.T.Park/2005/740 and Letter of Intent dated 10/03/2005.3. Pursuant to negotiations, the Lessor has agreed to grant Lease to the Lessee inrespect of the premises being part of the building A-3, 6th**Floor Premises**admeasuring about **18946 Sq.ft**. built-up area together with reserved car parking of **19Nos**. in the basement of **Building A-3,**on the Schedule A Property, hereinaftercollectively called as **‘the Leased Premises’**and more particularly described inSchedule B hereunder and marked/bounded in red colour in the plan annexed hereto, forusing / occupying the said Premises on ‘LEASE’ basis.4. The Lessor represents that the building in which the said Leased premises arelocated will have the furniture and fixtures described in the Annexure – I, attachedhereto.5. The Lessor, as per the request of the Lessee, hereby agree to provide variousfurniture, fixtures and fittings. The layout of the interiors to be provided in theLeased Premises are mentioned in the **Annexure-II**annexed here to.6. The Lessor represents that the use and occupation of the Leased Premises**,**is freefrom all encumbrances, charges, litigation, statutory proceedings,acquisition/requisition proceedings and claims of whatsoever nature.7. The Lessor represents that the Leased premises has been constructed with allapplicable laws, rules and regulations and is allowed under law to be occupied andused for commercial purposes as a “**IT Park.”**8. In this Agreement, unless the context otherwise implies the expressions definedhereunder shall have the respective meaning assigned to them: - a. the singular wherever used shall include plural and vice versa.  b. The masculine gender used herein shall include feminine genderwherever applicable and vice versa.9. The Lessor and the Lessee (together referred to as the “Parties”) are executing thisAgreement on the terms and conditions appearing hereunder.
 

 
 3**NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO ASFOLLOWS:-****1)** **LEASED PREMISES.**   The Lessor agrees to give on Lease the said **Premises**being part of the6th**Floor Premises**admeasuring about **18946 Sq.ft**. built-up area as alsothe reserved car parking of 19 Nos., in the **basement of Building A3,**on theSchedule A Property, with the furniture and fixtures described and designed in theAnnexure-II attached hereto. **2)** **TERM.**   The Lease is being granted by the Lessor to the Lessee for the period of **10**yearscommencing from 20th February 2007 (hereinafter referred to the“commencement date”) to 19th February 2017 for carrying out its **ITActivities**at the rental and terms and conditions provided herein. **3)** **LEASE RENT.**   The Lessee hereby agrees to pay to the Lessor the monthly rental @ Rs. 70(Rupees Seventy only) per sft, amounting to **Rs. 13,26,220 /- (RupeesThirteen Lacs twenty six thousand two hundred twenty rupees Only)**for the use andoccupation of the Leased Premises. a) It is expressly agreed by and between the parties hereto that therental shall be enhanced every 3 years by **15%**(Fifteen percent) over therental last paid.  b) The Rental shall be paid subject to deduction of income tax at source,as applicable, under the Income Tax Laws in force from time to time and ifapplicable. The Lessee agrees to pay the tax so deducted to the TaxAuthorities and issue T.D.S. Certificate/s in respect thereof to the Lessor indue course.  c) The Rental shall be paid in advance- by the Lessee to the Lessor on orbefore the **7****th** day of each respective month which it is due and incase of any default in payment of 2 consecutive months, the Lessor shall beentitled to terminate
 

 
 4   this Agreement and take back possession of the Premises. The Lessor shallgive valid receipts for the rental paid by the Lessee to the Lessor.  d) The Rental shall be inclusive of the common maintenance charges andexclusive of any payment towards power, telephones, water charges, runningcost and annual maintenance charges of the furniture, fixtures, AirConditioning Systems, Generator provided in the said Premises and electricitycharges and the same shall be borne and paid by the Lessee alone, during theperiod of this Lease. Any arrears in this regard, prior to occupation of thesaid Leased Premises by Lessee, will be borne by the Lessor. Any escalation inthe monthly maintenance shall be borne and paid by the Lessee only.**4)** **LESSOR’S RESPONSIBILITY**   The Lessor hereby agrees to hand over the possession of the said Leased premises,duly furnished as per the specification mentioned in the Annexure — II attachedhereto on or prior to 20th February 2007. **5)** **USE** a) The Lessee shall use the Leased Premises only for the purpose ofcarrying on its business activities.  b) The Lessee is entitled to keep all such equipment at the LeasedPremises as required to effectively carry out its business operations. TheLessee shall not store or keep or permit to store or keep any illegal goods,explosives or obnoxious, dangerous or inflammable material which may causedamage to the Leased Premises or be in violation of any local laws, rules andregulations.  c) The Lessor shall be deemed to be in judicial possession of the saidLeased premises and the Lessee shall use and be in occupation of the Leasedpremises as a mere Lessee it being the intention of the parties hereto thatthe exclusive possession of the Leased premises shall vest in the Lessoralone.**6)** **FACILITIES**
 

 
 5The Lessor shall provide the following facilities on the property mentioned inSchedule B: a) Power**:**The Lessor shall, during the entire period of the Lease and anyrenewals thereof, ensure that the Leased Premises has a sanctioned electricityand power load at least equivalent to 1.5 KVA per 100 Sq.ft. area and thatthere are requisite cable/lines so as to ensure regular supply of electricityand power in the Leased Premises and the electric points therein, at noadditional cost  b) Additional Power:— The Lessor shall also provide additional power, ifrequired, by the Lessee. Any such request for additional power shall be madein writing by Lessee. The costs, deposits, charges etc. that may be requiredfor procuring such additional power shall be borne and paid by the Lessee.  c) Generator :- The Lessor further undertakes to provide facilities for100% (one hundred percent) Generator backup for the Leased premises, at noextra cost (including, without limitation, the cost of maintenance and repairof such Generator backup) , throughout the term of the Lease period. TheLessee shall be responsible for day to day operating and maintaining the sameat its own cost, including the AMC of Generator and changeover. The actualdiesel consumption will be charged on hourly basis @ Rs 15 per KVA per hour.  d) The Lessee shall pay an Annual Maintenance Charge (AMC) of Rs 500 perKVA of power dedicated to the Lessee towards repair and maintenance charges ofthe DG sets used by the Lessee  e) Water connection: — The Lessor shall provide adequate water connectionat the Leased Premises for the purpose of drinking, for the use of the toiletsand for other purposes related to use of the Leased Premises by the Lessee inproportion to the ratio of the square footage of the Lease premises to thetotal amount of square footage.  f) Specifications: — To provide the Leased premises with thespecifications as detailed in Annexure I hereto.
 

 
 6**7)** **TELEPHONE, FAX, INTERNET AND CABLE LINES**   The Lessee shall have the right to apply for, obtain and install as many telephone,fax, internet and / or cable lines in the Leased Premises as it may deem necessaryfor its business activities in its own name and at its own cost. The Lessee shallpay all the charges pertaining to such lines installed, directly to the appropriateagencies / authorities. The Lessee shall have a right to remove the telephone, fax,internet and/or cable lines so obtained by it on the expiry / termination of theLease. **8)** **TAXES**   The Lessor has paid and shall continue and be solely responsible to pay allpresent and future taxes, municipal and local levies, betterment charges, rates,cess, property taxes excluding Service tax, Lease tax etc and any other dues(“**Taxes**”) and any increases thereto levied by the Government of Maharashtra, theCentral Government and/or any other statutory authorities, in respect of the LeasedPremises, including property tax, cess, etc and shall not let them remain inarrears. In case if the Property Tax assessment is carried out in the name of theLessee, as per the Corporation Rules, the Lessee **may at their discretion may paysuch property taxes and recover the same from the Lessor against the monthly rentalpayment.** **9)** **FURNITURE, FIXTURES AND EQUIPMENTS :**The Lessor hereby agrees to provide various furniture and fixtures in the said Leasedpremises, as per the specifications described in the Annexure – II attached hereto.However, the Lessee shall, at its own cost, be entitled to bring in its own equipment atthe Leased premises. Upon the expiry or termination of the Lease, the Lessee shall beentitled to remove such equipment brought in by it to the Leased premises. The AnnualMaintenance Charges for the same, in the initial year of operation will be that of theLessor and thereafter the Lessee shall be responsible for the same.**10)** **LESSEE’S ADDITIONS, ALTERATIONS & IMPROVEMENTS:** **a.** The Lessee shall not make or permit to be made any alteration or additionto the Leased Premises, amounting to permanent change/s, which will damage or
 

 
 7   structurally alter or modify the premises. However, the Lessee shall be atliberty to make fix or install furniture’s, fixtures, machinery and equipments,cabin/s counters and other interior signage’s, electric, telephones and otherinstallations, and fixtures required for and incidental to carrying out theLessee’s business from the Leased Premises. It is agreed that all additions,alterations and improvements made by the Lessee shall at all times remain theproperty of the Lessee and may be removed by the Lessee upon vacating theLeased Premises. The Lessee shall, however, repair any damage caused to theLeased Premises arising from the removal and restore the same to a sound andreasonable condition.  **b.** Lessee shall not make any alterations in or addition to the external partor any part of the Leased Premises either by painting or exhibiting or affixingany signboards, neon signs, name-boards or advertisement or any permanent ortemporary attachment thereon or in any other manner whatsoever except ashereinafter provided.**11)** **MAINTAINENCE AND REPAIRS :**   The Lessor shall: a. At its own cost carry out structural and / or major repairs includingleakage of roof, external electricity wiring or bursting of water pipes ordefective sewerage system or other such defects in the Leased Premises, upon theLessee’s request and further the Lessor shall obtain all necessary approvals ofthe concerned authorities to carry out the repairs as may be required.  b. At all times during the term of this Lease, be responsible to keep thesewers, drains, water pipes, external electric cables, wires and supply lines,in relation to the Leased premises in good condition and repair.**12)** **COVENANTS OF THE LESSOR :** 12.1 The Lessor hereby covenant that they are the absolute owners of theSchedule B Property having free and clear title to the Leased Premises.Further, the Lessor covenant that the building wherein the Leased Premises andthe
 

 
 8   common areas are located has heretofore been acquired, developed,constructed and maintained, and hereafter shall be maintained, all incompliance with all applicable laws, regulations and requirements whatsoeverincluding, without limitation, all zoning, building, fire, water, waste,environmental, electrical, health and safety codes, bye-laws, rules andrequirements whatsoever (all together herein, the “**Local Laws**”).  12.2 There are no restrictive covenants operating upon the Leased Premisesadversely affecting the Lease of the Leased premises. The Lessor furtherwarrants that there are no outstanding payments or taxes or betterment chargesrequired to be made to any body or authority or person and no proceedings,legal or otherwise are pending in connection with the ownership or otherwiseof the Leased Premises and further that all electricity, water and telephonecharges and such other payments have been made in full to the respectiveAuthority/Bodies/persons as at the date of this Lease Agreement.  12.3 That the Lessee, on paying Rental and other charges regularly andwithout committing any default as per this Agreement regularly and on dulyobserving the terms and conditions hereof, shall be entitled to quiet andpeaceful occupation of the Leased Premises during the subsistence of the termhereof, without any obstruction, interruption or disturbance by the Lessor,orany person or persons lawfully claiming through or under or in trust for theLessor,  12.4 The Lessor shall observe and perform all the terms, conditions,agreements, covenants and provisions on which the Lessor holds the LeasedPremises and shall also observe and perform the rules and regulations of themunicipal and / or other statutory authorities. The Lessor shall not commit orsuffer to be done any thing whereby the right to use the Leased Premises isaffected, forfeited or extinguished and shall keep indemnified the Lesseeagainst all actions, suits and proceedings and all costs, charges, expenses,loss or damages incurred, suffered, caused to or sustained by the Lessee byreason of any breach, non-observance, non-performance or non-payment by theLessor as aforesaid.
 

 
 9 12.5 The Lessor shall permit the Lessee, its officers, employees,subordinates, agents and servants to use and occupy the Leased Premisesunrestricted access to the Leased Premises at all times.  12.6 The Lessor shall allow the Lessee to use and enjoy the common areasand facilities provided by and in accordance with the rules and regulation ofthe Leased Premises, when framed.  12.7 The Lessor shall be entitled to create any charge, mortgage orencumbrances in respect of the Leased Premises to any bank, financialinstitution or person or party provided however that while doing so the rightof the Lessee on the Leased Premises during the said Term and the other rightsof the Lessee under this Lease, are not affected in any manner whatsoever.  12.8 The Lessor and the Lessor’s authorized representative shall have fullliberty to inspect the said premises at any reasonable hour with 48 hoursprior notice and the Lessor shall be entitled to enter upon the said premisesat any time thereafter and to check the premises and to effect any suchrepairs as the Lessor is required to do pursuant to its covenants in thatbehalf herein contained and the Lessee shall allow the same to be done withoutany objection.**13)** **COVENANTS OF THE LESSEE :** 13.1 The Lessee is registered with Software Technology Park of India underSTP Approval No.___ dated21st December 2006___ issued by___ Software Technology Parks of India Pune Branch and shall apply andobtain all required Leases/ permissions at its own cost.  13.2 The Lessee shall keep the interior of the Leased Premises and thefloor, walls, ceilings, doors, windows, electricity installments, water tapsand other fittings, thereof in good and workable condition, and shallmaintain, repair, make good or replace any damage or breakage caused by theLessee to the same or any part thereof. This provision shall not apply todamage or breakage to the interior of the Leased Premises to the extent causedby
 

 
 10   damage to the exterior of the Leased Premises for which Lessor isresponsible. Lessor shall pay Lessee for any damage or breakage to theinterior of the Leased Premises to the extent caused by the damage orbreakage of the exterior of the Leased Premises.  13.3 The Lessee shall, at all times keep and maintain the Leased Premisesand the furniture and fixtures provided therein, in reasonable and soundrepairs and condition, and shall use the same with due care and caution andupon the expiration of the term of the Lease (unless extended by mutualconsent of the parties) or earlier determination thereof, the Lessee shallleave quite and vacate the same in a good condition and repair as the LeasedPremises were on the date hereof, reasonable wear and tear excepted, and shallmake compensation for any damage caused to the same.  13.4 The Lessee, upon formation of a Society/Condominium of all theowners/occupants of the said Software Park, shall observe and abide by Rules,Regulations and Bye-Laws pertaining to the Leased Premises/Software Park andrequired to be observed by the occupier thereof.  13.5 The Lessee shall not do or cause or permit to be done upon the LeasedPremises any act or thing which may be or may become a nuisance ordisturbance, excessive noise or harmful to or in any way interfere with thequiet possession of the Lessor or the tenants or occupiers of the otherportions/buildings of the Software Park, in which Leased Premises aresituated.  13.6 The Lessee shall be allowed to display its hoardings, neon signs,signboards only in the spaces provided for this purpose. Provided however,that the Lessee shall comply with the various statutory requirements, as maybe applicable, for display of signages.  13.7 The Lessee shall use the Leased Premises for the purposes of IT/ITESas per the IT/ITES Policy of Government of Maharashtra as applicable from timeto time and the use thereof shall be in a prudent manner and shall be inaccordance with these presents and shall not carry out any unlawful activity
 

 
 11or store any hazardous or combustible material which are prohibited underlaw and shall indemnify the Lessor for any breach thereof. 13.8 The Lessee shall bear and pay electricity charges, water charges,operating and maintenance charges of the Generator provided to them punctuallyand keep the Lessor indemnified against the same. (See Section 6.c)  13.9 The Lessee shall carry out all minor repair and maintenance of theLeased Premises to keep the same in sound condition.  13.10 The Lessee shall pay or contribute for the charges for operating andmaintaining the Generator provided to them, including the Annual MaintenanceContract. (See Section 6c.)That on expiry or earlier termination/expiry ofthe Lease (unless extended by mutual consent of the parties), the Lessee shallforthwith hand over possession of the Leased Premises to the Lessor in goodcondition, subject to normal wear and tear.  13.11 The Lessee shall not hold Lessor responsible for any damage to theLeased Premises caused due to acts of God, fire, lightening, earthquake,storm, tempest, floods, civil disturbances, riots, irresistible force and suchother causes beyond the reasonable control of Lessee.  13.12 To allow the Lessor/ Owner to utilize and consume any increase inFloor Space Index (FSI) on the said property without any further informationand undertakes not to dispute or raise any objection to the right of theLessor/ Owner.  13.13 That the Lessee shall not hold the Lessor responsible or liable forany loss or damage suffered by the Lessee on account of any theft, fire orother destruction caused to or in the Leased Premises or to any Property,articles or things brought by the Lessee in the Leased Premises and also toany kind of injury caused due to any reason whatsoever to its employees,staff, servants, agents customers and/or visitors visiting the Leased Premisesexcept to the extent that such loss or damage is caused by the fault ornegligence of Lessor.
 

 
 12 13.14 The Lessee shall abide by all the rules and regulations that may belaid down by the Pune Municipal Corporation (PMC) governing the LeasedPremises and shall also perform and observe strictly the provisions hereof andalso provisions of law of the nation for the time being and from time to timein force.**14)** **TENANCY :**Nothing herein contained shall be construed as creating any right, interest,tenancy or sub- tenancy (statutory or otherwise) whatsoever in favour ofthe Lessee in or over or upon the said premises or any part thereof or astransferring any interest therein in favour of the Lessee other than thepermissive right of use and occupation hereby granted. The Lessor is andshall be in exclusive possession and in full charge and control of the saidpremises at all times and the Lessee shall be merely in use thereof. It isthe express intention of the parties hereto that this Agreement shall be amere Lease and shall be governed by the Provisions of Section 24 and otherapplicable provisions of the Maharashtra Rent Control Act, 1999.**15)** **INDEMNITY** 15.1 The Lessor represents that it is competent to grant this Lease andhave clear, absolute, unrestricted and unfettered rights to the LeasedPremises and such common areas in the Schedule A Property in which the LeasedPremises are situated as are necessary to enable the Lessee to effectively usethe Leased Premises. In the event, the use and occupation of the LeasedPremises by the Lessee is interrupted or discontinued on account of any noticeissued/action taken by statutory/ local authorities (“Government Action”)alleging that the Schedule A Property or portion thereof has not beenconstructed in accordance with local laws, rules and regulations or that theLeased Premises cannot be used for the purposes as mentioned in thisAgreement, then the Lessor shall be liable and responsible to protect theLessee’s use and occupation of the Leased Premises, by such action includingbut not limited
 

 
 13   to initiating legal proceedings in a Court of Competent jurisdictionentirely at the risk and cost of the Lessor.**16)** **TERMINATION** 16.1 Save as herein provided, neither party can terminate the Lease for aperiod of 3 years, provided the Lessee does not commit any default in makingpayment of monthly Rentals and observes terms and conditions of these presence  16.2 If the Lessee proposes to terminate this Agreement, during the lock inperiod, save and except under the above clause, the Lessee shall be liable topay to the Lessor the entire rental for the remaining lockin period, by way of“liquidated damages”.  16.3 After the lock-in period of 3 years either party can terminate thisAgreement by giving 3 months notice in writing to other or may mutually extendthe lock-in period on the terms and conditions then mutually agreed upon.  16.4 If during the tenure of this Agreement or any renewal thereof, theLessee commits any breach of the terms of these presents as also in case theLessee fails, to pay the monthly Rental payable by the Lease and the samehaving remained in arrears for two consecutive months, thereafter the Lessorshall give a notice in writing to the Lessee to remedy the breach within 15days and upon failure of the Lessee to remedy the same the Lessor shall be atliberty at its option to terminate this Agreement and the Lessee shallimmediately vacate the said Preemies and hand over possession to the Lessor.  16.5 On expiry of Lease or early determination, if the Lessee fails tovacate the Premises, then the Lessee shall be liable to pay twice of theamount of monthly Rentals, in addition to the aforesaid liquidated damages, tothe Lessor till the time the premises is handed over to the Lessor and thisterm is essence of this Agreement.
 

 
 14**17)** **SECURITY DEPOSIT** 17.1 During the Lease period, the Lessee continues to occupy the Leasedpremises, the Lessee shall deposit and keep deposited with the Lessor a sumequivalent to 12 months aggregate Rental amounting to **Rs.1,59,14,640 /- (Rupees One Crore Fifty Nine Lacs Fourteen ThousandSix Hundred Forty Only)**payable on or prior to the execution hereof**,**as and byway of interest free Security Deposit in respect of the Leased Premises whichshall be refunded, without any interest, to the Lessee on expiry/terminationof the Lease hereby created and at the time of handing over back possession ofthe Leased Premises after deduction of arrears, or Rental, and other amountsdue to be paid by the Lessee, as per these presents.  17.2 Upon the expiry of the Lease hereby created or sooner determinationthereof (unless extended by mutual consent of the parties), the Lessee shallforthwith vacate the premises together with their belongings and shall handover quiet, vacant and peaceful possession of the Leased Premises to theLessor on refund of the security deposit, and if Lessee continue to occupy theLeased Premises after the termination and/or the determination of the Lease,then the Lessee shall be bound and liable to pay to the Lessor a sumequivalent to double or twice the then Rentals, calculated per day, as and byway of agreed compensation damages for wrongful occupation of the LeasedPremises as provided in Clause 16.5  17.3 It is hereby agreed by and between the Parties hereto that, out of thesaid interest free Security Deposit the Lessor shall be entitled to retain anamount equivalent to one months power consumption derived out of the averageof last three bills for a period of 1 month in order to cover the outstandingpayment of electricity, water and telephone charges up to the date of handingover possession of the Leased Premises by the Lessee to the Lessor which wouldbe payable by the Lessee but have remained unpaid (due to time
 

 
 15   difference in the billing cycle of such bills and/or amounts vis-à-vis theterm of this Lease and/or its earlier determination) and shall be paid bythe Lessor on behalf of the Lessee. After the expiry of the said period ofthree months, the Lessor shall after adjusting the amounts for any of theitems mentioned hereinabove, refund the Lessee the balance amount if any,without interest. The deductions of the aforesaid charges shall be made onlyon the basis of original bills handed over to the Lessee by the Lessor.However if the aforesaid outstanding bills exceeds over and above theretained amount then the Lessee shall immediately pay the shortfall/ deficitin the amount to the Lessor on the Lessor intimating in writing enclosingtherewith certified true copies thereof with a right to inspect the originalbills for the same in relation to the items mentioned in this clause, to theLessee in that behalf.  17.4 In the event of expiry or early determination, the Lessor fails torefund the entire Security Deposit as stated above, then the Lessee shallhave the right to pursue legal remedies to recover the Security Deposit, andalso have the right to retain possession of the whole or portion of LeasedPremises till the time Lessee receives its security deposit amount. Duringsuch period, the Lessee shall not be obliged to pay any Rental or othercharges for such period till the entire Security Deposit is refunded to theLessee and the Lessor will be deemed to have given its consent for the same.Further, the Lessee shall also be entitled to claim interest at the rate of15% per annum on the entire Security Deposit or such portion of it as remainsunpaid, as the case may be from the date it becomes refundable tillthe date of actual payment in full by Lessor to the Lessee.  17.5 If the Lessor at any time during the term of the Lease sells, assignsand/or otherwise transfers their rights in the Leased Premises as a whole orin part to any third person or more than one person, including the assignmentof their rights in this Agreement, then in that event the Lessee shall beattorned as the Lessee of such new transferee or transferees on the same termsand conditions as contained herein. A letter shall be issued by the Lessor tothe Lessee
 

 
 16   attested by the new owner/owners confirming that the terms herein agreed toshall be binding on the new owner and the Lessor will also pay and/ortransfer the full Security Deposit, to the new owner (who shall thereafterbe liable to the Lessee for the refund or set off thereof as the case maybe, as per the terms, of this Agreement).**18)** **SHARING / SUB-LETTING:**   It is further agreed by and between the parties hereto that the LESSEE shall beentitled to share in whole or in parts, of the Leased Premises to any subsidiary/sister Companies only, after obtaining prior consent in writing from the LESSOR,which consent shall not be withheld or delayed. Notwithstanding the foregoing,Lessor hereby consents to the sharing of the Leased Premises to the followingrelated Companies: SonicWALL, Inc, a California corporation and SonicWALL, B.V., aNetherlands corporation. Provided they are IT/ITES companies and fulfill theguidelines of STPI requirements **19)** **ATTORNMENT :-**   It is also agreed that the Lessor may at any time during the subsistence of thisAgreement shall have absolute right to sell / transfer / mortgage/ assign theirrights in the Leased Premises or portion thereof as also the rights in thisAgreement, without affecting the rights and interest of the Lessee and subject tothe terms and conditions of these presents being binding on such intendingpurchaser/ mortgagee. **20)** **NOTICES**   Notices required to be served by either of the parties hereto upon the other shallbe deemed to have been duly and effectually sent if addressed by Registered PostAcknowledgement Due / Courier at the addresses of both parties, the lessee addressbeing **SonicWALL Inc, 1143 Borregas Avennue, Sunnyvale, California USA**
 

 
 17**9489 and the lessors address being that listed on page 2 of this agreement,**firsthereinabove written and such service shall be deemed to have been effected on thedate the Registered Post Acknowledgement Due notice / courier delivery note isreceived by the addressee**21)** **RELAXATION**   Any relaxation or indulgence or concession given by the Lessor or lessee shall notbe deemed as waiver of Lessor’s or lessees rights. **22)** **STAMP DUTY, REGISTRATION CHARGES ,ETC**   The Lessee shall alone bear and pay the Stamp Duty and Registration Fees/ Chargespayable on this Lease Agreement. Each Party shall bear and pay the ProfessionalFees of their respective legal Advisors and Architects. This Lease Agreement hasbeen executed in Duplicate. The Lessor shall keep the Original and the Lessee theDuplicate. The Parties hereto shall lodge and register this Lease Agreement withthe Sub Registrar of Assurances at Pune within the time prescribed underRegistration Act 1908.**SCHEDULE A PROPERTY**All that piece or parcel of land or ground situated at Mouze Wadgaon Sheri, within theRegistration Division and District Pune, Sub-division and Taluka Haveli Sub RegistrarHaveli – 7 bearing Survey No. 46/1, admeasuring 1Hectors, 57 Ares and bounded as follows:On or towards the EAST :     S.No. 46/2