**Exhibit 10.13****LEASE DEED****by and between****VITP PRIVATE LIMITED****and****SPHERIS INDIA PRIVATE LIMITED**
 

 
TABLE OF CONTENTS       Section 1 Exhibits  1 Section 2 Demised Premises  2 Section 3 Term & Termination  2 Section 4 Rent  3 Section 5 Reimbursements  3 Section 6 Entire Agreement/Survival  4 Section 7 Order of precedence  4 Section 8 Applicable Laws  4 Section 9 Partial Invalidity  5 Section 10 Pronouns  5 Section 11 Captions and Section Numbers  5 
 

 
**LEASE DEED**This Lease Deed (“Lease”) is made as of the 5th day of July, 2007, by and between**VITP PRIVATE LIMITED**a Company within the meaning of the Companies’ Act 1956 and having itsregistered office at The V, Admin Block, Mariner, Plot No. 17, Software Units Layout, Madhapur,Hyderabad — 500081, represented by its authorized signatory Mr. M. Bharani, (hereinafter referredto as “LESSOR” which expression shall include its successors and assigns,) of the one part;And**SPHERIS INDIA PRIVATE LIMITED**a Company within the meaning of the Companies Act, 1956 and havingits registered office at One Spheris Plaza, Koramangala Block 8, Bangalore, Karnataka — 560095,represented by its authorized signatory Mr. Suresh Nair, CEO & Managing Director, (hereinafterreferred to as “LESSEE” which expression include its successors and assigns) of the other part;RECITALSLessor is the absolute owner of the property located at Plot No. 17, Software Units Layout,Madhapur, Serilingampally Municipality, RR District (the “Property”), free from all claims andencumbrances.Lessor and Lessee wish to enter into a lease arrangement for the “Demised Premises” as described inExhibit ‘D’ attached hereby with this Lease Deed for the term and subject to the conditions andagreements herein contained.Now therefore, in consideration of the mutual promises and agreements set forth in this Lease Deedtogether with the Exhibits and any Addenda attached hereto, Lessor and Lessee agree as follows:SECTION 1. EXHIBITSThis Lease together with the Exhibits annexed hereto and hereinafter described are by referenceincorporated herein and made a part hereof as though fully set forth in the text of this Lease. TheExhibits consist of the following:      Exhibit A — Definitions      Exhibit B — General Terms & Conditions (GTC)      Exhibit C — Special Terms & Conditions (STC)      Exhibit D — Demised Premises & Rent      Exhibit E — Operating Expenses
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      Exhibit F — Lessor Fixtures      Exhibit G — Lessee FixturesSECTION 2. DEMISED PREMISESLessor hereby demises and leases unto Lessee, and Lessee does lease and take from Lessor, theDemised Premises (as defined in Exhibit ‘D’) together with easements, rights and advantages ofLessee thereof, for setting up their office premises and together with the right of Lessee, itsemployees, agents, contractors and servants to the use of the DemisedPremises.SECTION 3. TERM & TERMINATIONa) This Lease and all of the parties’ respective rights, obligations and liabilities hereundershall commence on 1st June 2007 (the “Lease Commencement Date”).b) The term of this Lease shall be for a period of 9 (Nine) Years (the “Term”) commencing fromthe Lease Commencement Date. The Lease may be renewed for a further period on the Lessee’ssole option and subject to mutually agreed terms and conditions their upon by Lessor andLessee. Lessee shall inform the Lessor in writing of its intent to renew at least 6 monthsprior to the expiry of the Lease term.c) The Lock in period shall be for three (3) years from the Lease Commencement Date and theLessee shall not terminate the Lease during the Lock in period, subject to force majeure andbreach of any of the terms by the Lessor and subject to section 4(f), demised premisesdescribed in exhibit ‘D’.d) After the Lock in Period, either party may terminate the Lease anytime by giving a six (6)months notice in writing to the other party.e) The Lessor shall have the right to terminate this Lease in case of default by Lessee in theperformance and observance of the covenants and conditions as contained in GTC 30 on its Partto be observed and performed in accordance with the procedure specified in GTC 30f) The Lessee or Lessor shall be entitled to terminate the Lease in the event of any breach ordefault by the either of the parties in performance or observance of any or all of thecovenants and conditions as specified in this Lease deed and in the GTC. In the event of suchbreach or default by the Lessor or Lessee, (a), Lessee or Lessor shall give a written noticeof the nature of the default or breach; (b) Upon receipt of the notice of default, Lessor orLessee shall be entitled to remedy the default within a period of 30 days; (c) Upon the expiryof the cure period, Lessee or Lessor shall be entitled to terminate the Lease forthwithwithout any recourse.
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SECTION 4. RENTThe obligation of the Lessee to pay Rent shall commence on 1st October 2007 or the Lessor obtainingProvisional Occupation Certificate for the Demised Premises whichever is earlier. Lessee covenantsand agrees to pay to Lessor a monthly Rent as follows:a) Rs. 9,83,250/- (Rupees Nine Lakh Eighty Three Thousand and Two Hundred Fifty only) asconsideration for the lease of the Demised Premises (hereinafter “Base Rent”) inclusive ofcurrent property tax and based on the computations described in Exhibit ‘D’ and subject to theconditions described in GTC-13 of Exhibit ‘B’. The Base Rent shall be increased by 10% perannum at the end of 2 (Two) years from the Lease Commencement Date, and thereafter shall beincreased by 5% per annum at each anniversary of this Lease.b) The Lessee is entitled to a rent free fit out period of three (3) months starting from theLease Commencement Date and ending on 31st August 2007. All consumption during fit out periodshall be chargeable at actuals and on production of bills.c) Rs. 1,00,000/- (Rupees One Lakh Only) for the use of the cafeteria (hereinafter “CafeteriaUsage Charges”) based on the computation described in of Exhibit ‘D’ and subject to theconditions described in GTC-13 of Exhibit ‘B’. The Cafeteria Usage Charges shall be increasedby 10% per annum at the end of 2 (Two) years from the Lease Commencement Date and thereaftershall be increased by 5% per annum at each anniversary of this Lease.d) Rs. 58,000/- (Rupees Fifty Eight Thousand Only) towards Parking Charges, as computed indetail in Exhibit B and subject to the conditions described in GTC 9 of Exhibit B & Exhibit D.As a special arrangement Lessee is exempted from paying rental towards 5 (five) out of 25(Twenty Five) four Wheeler Parking and 15 out of 75 two wheeler for first five years of theLease. Thereafter rentals at the then prevailing campus rates would be applicable.e) Rs. 1,29,375/- (Rupees One Lakh Twenty Nine Thousand and Three Hundred Seventy five Only) forcommon area and equipment maintenance as described in GTC-3 (a) of Exhibit ‘B’ (hereinafter“Maintenance Charges”) based on the computations described in Exhibit ‘D’. The MaintenanceCharges shall be reviewed every financial year and shall be increased in accordance with theprovision of GTC-3 (c) of Exhibit ‘B’.f) Notwithstanding anything contained herein, if the Lessee terminates this Lease prematurelybefore completion of the Lock In Period (called the “Early Termination Date”), then Lesseeagrees at all times to pay an early termination compensation of an amount equivalent to theBase Rent, that would have been payable for the remaining period from date of termination othe end of Lock in Period.SECTION 5. REIMBURSEMENTSa) Lessee shall pay to Lessor, as Reimbursements hereunder, Lessee’s proportion of OperatingExpenses (as defined in Exhibit “E”), in the manner as set forth below. Lessor shall prepare areport summarizing the actual expenditures by the Lessor for Operating
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Expenses for the Demised Premises (such report, the “Operating Expenses Statement’). Lesseeshall pay the Reimbursements within Seven (7) days after Lessee’s receipt of the OperatingExpenses Statement.b) If the provisions of any law now or hereafter imposes any tax, assessment, levy or othercharge directly upon (i) Lessor with respect to this Lease (ii) Lessee’s use occupancy of theDemised Premises, or (iv) this transaction, except if and to the extent that such tax,assessment, levy or other charge is or may be included in the Operating Expenses, Lessor andLessee shall discuss and mutually agree upon the sharing of any additional amount. Lesseeshall pay the mutually agreed to amount thereof as Reimbursements to Lessor upon writtendemand.c) Lessee shall pay to Lessor, as Reimbursements hereunder, expenses and costs described inGTC-15, GTC-19, GTC-22, GTC-25 and GTC-30 of Exhibit ‘B’ or any other expenses and costsincurred by Lessor on behalf of Lessee due to Lessee’s negligence or misconduct.SECTION 6. ENTIRE AGREEMENT/SURVIVALThis Lease, together with the Exhibits and any Addenda attached hereto, contain and embody theentire agreement of the parties hereto, and no representations, inducements or agreements, oral orotherwise, between the parties not contained in this Lease and Exhibits and Addenda, shall be ofany force or effect This Lease Deed shall supercede all prior deeds, agreements, and communicationsboth written and oral between the parties. This Lease Deed may not be modified or terminated byLessor or Lessee, other than by an agreement in writing signed by both parties hereto (“Addenda”).SECTION 7. ORDER OF PRECEDENCE.In the event of a conflict, contradiction or ambiguity between the terms and conditions of the bodyof this Lease Deed and the General Terms & Conditions in Exhibit ‘B’, the terms of the body of thisLease Deed shall prevail over the General Terms & Conditions in Exhibit ‘B’ and the relevant termsand conditions described in the General Terms & Conditions in Exhibit ‘B’ shall be consideredinoperative for such period and to the extent that the terms and conditions of the body of thisLease Deed conflict with or contradict the General Terms & Conditions in Exhibit ‘B’. In the eventof a conflict, contradiction or ambiguity between the conditions in the General Terms & Conditionsin Exhibit ‘B’ and the Special Terms & Conditions in Exhibit ‘C’, the Special Terms & Conditions inExhibit ‘C’ prevail over the Genera1 Terms & Conditions in Exhibit ‘B’ and the relevant terms andconditions described in the General Terms & Conditions m Exhibit ‘B’ shall be consideredinoperative for such period and to the extent that the terms and conditions described in theGeneral Terms & Conditions in Exhibit ‘B’ conflict with or contradict specified in the SpecialTerms & Conditions in Exhibit ‘C’, if applicable.SECTION 8. APPLICABLE LAWSThis Lease shall be governed by and construed in accordance with the laws of India.
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SECTION 9. PARTIAL INVALIDITYIf any provision of this Lease or the application thereof to any person or circumstances shall toany extent be held void, unenforceable or invalid, then the remainder of this Lease or theapplication of such provision to persons or circumstances other than those as to which it is heldvoid, unenforceable or invalid shall not be affected thereby, and each provision of this Leaseshall be valid and enforced to the full extent permitted by law.SECTION 10. PRONOUNSFeminine or neuter pronouns shall be substituted for those of the masculine form, and the pluralshall be substituted for the singular number,, in any place in which the context may require suchsubstitution.SECTION 11. CAPTIONS AND SECTION NUMBERSThe captions, section numbers and index appearing in this Lease and the attached exhibits are forconvenience of reference only, and shall not be deemed to define, limit, describe, explain, modifyor amplify the interpretation or construction of any provision of this Lease.IN WITNESS WHEREOF, Lessor and Lessee have read and understood this Lease along with the Exhibitsattached and have executed the same in duplicate under seal as of the day and year first abovewritten.       SPHERIS,INDIA PRIVATE LIMITED VITP PRIVATE LIMITED       By: /s/ Suresh Nair By: /s/ M. Bharani       Name: Suresh Nair Name: M. Bharani       Title: CEO and Managing Director Title: City Head              By: /s/ R. Krishnamoorthi By: /s/ Naveen Nachel       Name: R. Krishnamoorthi Name: Naveen Nachel       Title: Manager-Accounts Title: Legal-Ascendas              By: /s/ Mahesh Chandra By: /s/ Malathi       Name: Mahesh Chandra Name: Malathi       Title: Lawyer Title: Customer Services       
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**EXHIBIT “A”****LEASE DEED BETWEEN****VITP PRIVATE LIMITED (LESSOR)****AND****SPHERIS INDIA PRIVATE LIMITED (LESSEE)****DEFINITIONS**As used in the Lease Deed between **VITP PRIVATE LIMITED**as Lessor, and **SPHERIS INDIA PRIVATE LIMITED**as Lessee, the capitalized terms have the following meanings:“**Alterations**” shall have the meaning ascribed thereto in GTC-19(a) of Exhibit ‘B’.“**Another Lessee**” shall mean any person or entity leasing and/or occupying a portion of the Land orone or more of the Buildings or portions thereof“**Applicable Law**” shall mean all local, state, and federal statutes, acts, codes, ordinances, rules,regulations, or orders applicable to the Property or any portion thereof or the conduct of Lessee’sbusiness, as the case may be.“**Base Rent**” shall have the meaning ascribed thereto in Section 4(a) of the Lease Deed.“**Building**” shall have the meaning ascribed to it in Exhibit “D”.“**Campus**” shall have the same meaning as the Property.“**Common Area Maintenance**” shall mean the common area maintenance to be provided by Lessor withrespect to the areas of the Property that are not a part of the Demised Premises or in space forthe exclusive use and occupancy of Another Lessee.“**Demised Premises**” shall have the meaning ascribed to in Exhibit “D”.“**Financial Year**” shall mean period of twelve (12) months commencing on the first day of April in acalendar year and ending on the thirty first day of March in the next calendar year.“**Hazardous Materials**” shall mean any hazardous or toxic substance, material or waste which is orbecomes regulated by any local governmental authority, the State of Andhra Pradesh, Municipality ofSerilingampally or the Government of India including without limitation, any material or substancewhich is (i) defined or listed as a “hazardous waste,” “extremely hazardous waste,” “restrictedhazardous waste,” “hazardous substance,” or “hazardous material” under any applicable federal,state or local law or administrative code promulgated thereunder, (ii) petroleum or any derivativethereof, (iii) asbestos, (iv) PCB’s, or (v) lead.“**Impositions**” shall mean and include: (i) taxes, excises and levies on all personal property ownedby Lessor and used in the maintenance and operation of the Property; (ii) real estate taxes
 

 
and assessments, general or special, imposed on the Property; (iii) any taxes, excises and leviesin addition thereto or in substitution thereof imposed by reason of the ownership, leasing,operation or occupancy of the Property, and incurred by Lessor, any tax against Lessor on rent fromthe Property (excluding (x) all federal, state, municipal or other local income and excess profitstaxes, and (y) all franchise, capital stock, estate and inheritance taxes), and license, inspectionand permit fees including costs and expenses incurred by Lessor in connection with any contest orappeal of the amount thereof; (iv) any water service assessments and/or sewer rents which may beassessed, levied confirmed, or imposed on or in respect of the Property; (v) service charges withrespect to police protection, fire protection, street and highway construction, maintenance andlighting, sanitation and water supply; (vi) any fines, penalties and other similar or likegovernmental charges applicable to the foregoing, together with any interest or costs with respectto the foregoing; and (vii) any other governmental levies, fees, rents, assessments, taxes andcharges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind andnature whatsoever, together with any fines and penalties and any interest or costs with respectthereto imposed upon the Property or relating to the operation and maintenance of the Property.“**Land**” shall mean the real properly described on Exhibit ‘D’ attached hereto.“**Lessor’s Work**” shall mean such modifications and alterations to the Demised Premises mutuallyagreed upon in writing by both parties.“**Lease Commencement Date**” shall have the meaning ascribed thereto in Section 3(a) of the LeaseDeed.“**Notice Period**” shall have the meaning ascribed thereto in Section 3(d).“**Office Space**” shall have the same meaning as the Demised Premises.“**Operating Expenses**” shall have the meaning ascribed thereto in Section 5(a).“**Operating Expense Statement**” shall have the meaning ascribed thereto in Section 5(a).“**Property**” shall mean the Land, Buildings, Site Improvements and all other structures, facilitiesand equipment thereon that is not the property of Lessee or Another Lessee.“**Reimbursements**” shall have the meaning ascribed thereto in GTC-13 of Exhibit ‘B’.“**Rent**” shall collectively refer to the components of the Rent set forth in Section 4(a), 4(c), 4(d)and 4(d) of the Lease.“**Rules and Regulations**” shall have the meaning ascribed thereto in Exhibit ‘B’ or any other Rulesand Regulations that is framed by Lessor from time to time.“**Security Services**” shall have the meaning ascribed thereto in GTC-3(a)(1) of Exhibit ‘B’.“**Site Improvements**” shall mean all future enhancements and improvements inside and/or outside theBuildings and on the Property appur Lessee to the Buildings.
 

 
“**Supplementary Air Conditioning System**” shall mean air conditioning system other than that providedby Lessor under GTC-1 and GTC-7 of Exhibit ‘B’.“**Lessee’s Proportion**” shall be calculated as follows:“Area of the Demised Premises as described in Exhibit ‘D’ (25875 square feet) / Total Area ofProperty (359,554) square feet)“**Term**” shall have the meaning ascribed thereto in Section 3(b).“**Working Days**” shall have the meaning as ascribed thereto in GTC-7(b) of Exhibit “B”.“**The V**” shall mean the name of the Park in which the Building forms the part and parcel of theProperty.
 

 
**GENERAL TERMS & CONDITIONS****TABLE OF CONTENTS**     **FACILITIES & AMENITIES**  **1** **GTC-1: FACILITIES & AMENITIES TO BE PROVIDED BY LESSOR**  **1** **GTC-2: FACILITIES, AMENITIES, EQUIPMENT AND FIXTURESTO BE PROVIDED BY LESSEE**  **2** **GTC-3: MAINTENANCE**  **2** **GTC-4: ELECTRICITY**  **3** **GTC-5: WATER**  **4** **GTC-6: DIESEL GENERATOR SET**  **4** **GTC-7: AIR CONDITIONING**  **5** **GTC-8: CAFETERIA**  **5** **GTC-9: PARKING**  **5** **GTC-10: SUSPENSION OF FACILITIES**  **6**      **RENTS, REIMBURSEMENTS, TERM & TERMINATION**  **6** **GTC-11: TERM & TERMINATION**  **6** **GTC-12: HOLDING OVER**  **7** **GTC-13: RENT & REIMBURSEMENT**  **7** **GTC-14: SURRENDER OF DEMISED PREMISES**  **8**      **RULES & REGULATION FOR USE OF PREMISES**  **9** **GTC-15: USE OF PREMISES**  **9** **GTC-16: RULES & REGULATIONS**  **10** **GTC-17: ASSIGNMENT AND SUBLETTING**  **11** **GTC-18: IMPROVEMENTS**  **11** **GTC-19: ALTERATIONS**  **11** **GTC-20: CONDITION OF DEMISED PREMISES**  **13** **GTC-21: FURNITURE AND EQUIPMENT**  **13** **GTC-22: REPAIRS AND INSPECTION**  **13** **GTC-23: LESSEE’S INSURANCE**  **14** **GTC-24: CHANGES TO BUILDING SYSTEMS/ LESSEE EQUIPMENT**  **14** **GTC-25: DAMAGE TO PROPERTY**  **14** **GTC-26: DAMAGE TO PERSONAL PROPERTY AND PERSON**  **14** **GTC-27: FIRE AND OTHER CASUALTY DAMAGE TODEMISED PREMISES**  **15**      **MISCELLANEOUS**  **15** **GTC-28: LESSOR’S COVENANTS**  **15** **GTC-29: WAIVER OF SUBROGATION; INDEMNITY**  **17** **GTC-30: DEFAULT OF LESSEE**  **18** **GTC-31: WAIVER**  **20** **GTC-32: CONDEMNATION**  **20** **GTC-33: RIGHT OF LESSOR TO CURE LESSEE’S DEFAULT; LATEPAYMENTS**  **21** **GTC-34: NO REPRESENTATION BY LESSOR**  **21** 
 

 
     **GTC-35: BROKERS**  **21** **GTC-36: NOTICES**  **21** **GTC-37: FINANCING REQUIREMENTS**  **22** **GTC-38: PEACEFUL ENJOYMENT OF DEMISED PREMISES**  **22** **GTC-39: SUCCESSORS AND ASSIGNS**  **22** **GTC-40: NAME OF PROPERTY**  **22** **GTC-41: SIGNS**  **22** **GTC-42: EXONERATION**  **23** **GTC-43: ARBITRATION**  **23** **GTC-44: TIME OF THE ESSENCE**  **23** **GTC-45: STAMP DUTY, REGISTRATION CHARGES ANDOTHER EXPENSES**  **23** **GTC-46: NO PARTNERSHIP**  **23** **GTC-48: AUTHORITY**  **24** 
 

 
**EXHIBIT “B”****TO LEASE DEED BETWEEN****VITP PRIVATE LIMITED (LESSOR)****AND****SPHERIS INDIA PRIVATE LIMITED (LESSEE)****GENERAL TERMS & CONDITIONS****FACILITIES & AMENITIES****GTC-1: FACILITIES & AMENITIES TO BE PROVIDED BY LESSOR**The Lessor agrees to provide the following amenities and facilities apart from the super built-upareas described in Exhibit ‘D’ for which sums mentioned in Section 4(a), Section 4(b) and Section4(c) of the Lease Deed shall be payable by the Lessee.(a) Demised Premises withCentral Air-conditioning system from 5 x 280 TR Air-cooled screw chillers with ducting isdone in the Demised Premises upto and for plenum. (Subject to the conditions described inGTC-7 of Exhibit ‘B’).Raw power supply upto the floor distribution boards of the Demised Premises.Functional ToiletsBuilding Management System (Air conditioning controls, Fire alarm control)Fire escape staircases (external)6 nos. 16-passengers Elevators & 1 Service Lift(b) Other Utilities and amenities33 KV Electrical Sub-station with 5 MVA connected load100% power back-up with 4 x 1500 KVA synchronized Diesel Generating SetsSewerage LineComplete Fire Fighting system with hydrants with single layer upright fire sprinkler systeminside the office area.Parking for four-wheelers and two-wheelers (subject to the conditions described in GTC-9 ofExhibit ‘B’)
 

 
**GTC-2: FACILITIES, AMENITIES, EQUIPMENT AND FIXTURES TO BE PROVIDED BY LESSEE**Lessee understands and agrees to provide and install the facilities, amenities, equipment andfixtures at his own cost in the Demised Premises described hereunder but not limited to:(a) Computers, computer peripherals, computer hardware and consumables(b) Network Switches and Local Area Network Equipment(c) Servers or any other related hardware(d) Satellite Link and related equipment(e) UPS, EPABX and Telephone instruments(f) The required fire dampers along with contactor / relay.(g) Access Control systems for demised premises.(h) Fire alarm system and downward sprinklers inside the demised premises(i) Drinking water in the demised premises.**GTC-3: MAINTENANCE** (a) The following facilities Shall be provided by Lessor as part of the Maintenanceof the Campus for which the sum defined in Section 4(e) as Maintenance Charges shall bepayable by Lessee  (i) Twenty-Four hour Security Guards at all entry and exit points from the Campus.These security Guards shall perform routine checks for all inward and outward movementof men, material and machinery.  (ii) Housekeeping shall be carried out and limited to common areas (Lobbies,Cafeteria and Other Common Areas) and cleaning facilities for external areas (Roads,Pathways, parking areas, fountains & landscape gardens etc.). Lessee shall carry outhousekeeping in the Demised Premises.  (iii) general pest and rodent control measures shall be carried out in the commonareas and around the Buildings. Lessee shall arrange for general pest and rodentcontrol activities in the Demised Premises.  (iv) Civil Maintenance of the structures, roads and pathways shall be carried outfrom time to time or as and when required to maintain them for regular use. Suchmaintenance shall normally include waterproofing, painting, plastering, flooring,plumbing etc. Any damages caused by the Lessee to Lessor’s building and equipment shallbe rectified by Lessee at his own cost. In the event Lessor
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undertakes the rectification of such damages caused by Lessee, the cost of suchrectification shall be reimbursed by Lessee to be included in Reimbursements. (v) Maintenance of all the Equipment provided by Lessor are part of facilities andamenities in the Monthly Rent mentioned in this agreement. This includes preventivemaintenance, routine maintenance, annual maintenance, spares etc. Lessor will ensureminimum breakdown of the equipment and restore the services at the earliest. Lessee isin no way entitled to claim compensation for the time loss on account of machineryfailure.  (vi) Lessee should allow the Lessor representative to carryout all the preventivemaintenance as and when required.  (vii) Regular maintenance in respect of common electrical installations provided byLessor as part of facilities and amenities in the Rent. The work generally includesreplacement of electrical consumables, replacement of light fittings and consumablesetc. in common areas.  (b) The Maintenance Charges for each month as determined in Exhibit ‘D’, shall bepayable by Lessee in advance on or before the tenth day working day of each calendarmonth during the term of this lease.  (c) Lessor reserves the right to review and revise Maintenance Charges from time totime. Generally, Maintenance Charges shall be reviewed once in a Financial Year byLessor. Lessor shall review of the Maintenance Charges on a transparent basis and anyincrease or decrease in the Maintenance Charges shall app1y to all occupants of theProperty. Lessor may revise and intimate to Lessee the revised Maintenance Charges andthe date on which such revision shall come into effect. Lessee agrees to pay suchrevised Maintenance Charges at such terms intimated by Lessor.**GTC-4: ELECTRICITY** (a) 5 MVA (2 x 2.5 MVA transformers) power supply shall be made available for theentire Vega Block from the electric utility company. The Lessee shall be entitled topower supply proportionate to the office areas allotted i.e. 1.1KVA / 100Sqft ofbuilt-up area which includes A/C, Lighting, Lifts, UPS, and all common equipments ofthe building Lessee shall provide a dedicated sub meter for the Demised Premises.  (b) The necessary deposit and charges to provide the power supply connection shallbe borne by the Lessor. The Lessee will not be entitled to any income or a share of anyincome that may be received on such deposits and charges. In the event Lessee requiresadditional connected load beyond the load described above, the Lessee shall reimbursethe additional deposits and charges to the Lessor.  (c) Lessee shall pay Lessor, monthly charges for electricity used in the DemisedPremises at a rate equal to the rate which Lessee would otherwise pay for such
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service if the same were furnished to Lessee by the electric utility companysupplying electricity to the Property (“utility’s prevailing rate”). The supply ofelectricity to Lessee will be governed by the separate sub-meters linked to themaster meter(s) of the Buildings. Wherever the common facilities electricityconsumption cannot be separately measured, then the total electricity costs shall beShared in proportion to the office area occupied by Lessee. Any deposit to be paidto the utility company shall be the sole responsibility of Lessor.**GTC-5: WATER** (a) Adequate water supply will be made available by the Lessor from APIIC. In caseof disruption in water supply from the APIIC water shall be arranged by the Lessor fromalternate sources.  (b) The necessary deposit and charges to provide the water supply connection shallbe borne by the Lessor. The Lessee will not be entitled to any income or a share of anyincome that may be received on such deposits and charges.  (c) The total expenditure incurred for water consumption will be reimbursable bythe Lessee to the Lessor in proportion to the office area occupied by the Lessee onactuals and on production of bills in accordance with Exhibit E.**GTC-6: DIESEL GENERATOR SET** (a) The Lessor shall at his own cost provide 100% power back up by 4 x 1500 KVA DGsets running in synchronization in case of power failure.  (b) The total expenditure incurred on purchase of fuel for the DG Sets will bereimbursable by the Lessee to the Lessor, to be included in Reimbursements, inproportion to the Office Area occupied by the Lessee at actuals and in accordance withExhibit E.
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 (f) Lessee shall avoid haphazard parking of vehicles so as to not cause any damageto either person or property of the occupants of the Campus. Lessee covenants andagrees to indemnify Lessor and other Lessees for any liability or claims arising outof such haphazard parking by Lessee or its employees.  (g) Lessee understands and agrees that parking vehicles in the Campus will be atthe sole responsibility of the owner of the vehicle. Lessor shall not be responsiblefor any theft or damages or any other liability arising out of parking of vehicles inthe Campus unless the said theft or damage can be solely attributable to the Lessor.**GTC-10: SUSPENSION OF FACILITIES** (a) Lessor may suspend, delay or discontinue providing any of the facilities to beprovided by Lessor wider this Lease whenever necessary by reason of fire, storm,explosion, strike, lockout, labor dispute, casualty or accident, lack or failure ofsources of supply of fuel inability in the exercise of reasonable diligence to obtainany required fuel), acts of God or the public enemy, interference by civil or militaryauthorities, compliance with the laws of the Government of India or with the laws,orders or regulations of any other governmental authority, or by reason of any othercause or emergency beyond Lessor’s control or at the request of Lessee. Lessor shall,at its own cost, arrange to restore the facilities as soon as practicable. In the eventthat the suspension, delay or discontinuity of any of the facilities under this clauseextends for a period of more than 2 months, the Lessee shall be entitled to immediatelyand forthwith terminate the lease without any liability.  (b) Lessor also reserves the right to temporarily suspend, delay or discontinuefurnishing any of the facilities to be provided by Lessor under this Lease, without anyliability to Lessee as a result thereof, for such inspections, cleaning, repairs,replacements, alterations, improvements or renewals as may, in Lessor’s judgment, bedesirable or necessary to be made for enhancement of these facilities; provided, thatsuch facilities shall not, to the extent reasonably feasible, be suspended for suchpurposes during Lessee’s normal business hours or unless Lessor shall, to the extentreasonably possible under the circumstances, have given Lessee advance notice of anyproposed suspension of facilities. Lessor shall arrange to restore facilities as soonas practicable at the expense of the Lessor.**RENTS, REIMBURSEMENTS, TERM & TERMINATION****GTC-11: TERM & TERMINATION** (a) In case the Lessee would like to extend the Lease beyond the term in Section3(b) of the Lease Deed, then a fresh Lease Deed shall be executed and registered toreflect the mutually agreed terms agreed upon by both parties. (b) In the event the Lessee is not desirous of seeking extension of the Lease afterexpiry of the Term then Lessee shall hand over the possession of the Demised
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Premises in reasonable good condition, excepting normal wear and tear. Lesseeclearly understands and agrees that the Demised Premises shall at all times be theproperty of Lessor and shall not get transferred, at any time or at the end of theterm of this Lease, to Lessee. (c) Lassie will be liable for all the monthly Rent, Charges and Reimbursements asdescribed in Section 4 of the Lease Deed during the notice period as described inSection 3(d) of the Lease Deed or till such time Lessee has handed over possession ofDemised Premises as described in GTC- 11(b) hereinabove, whichever is later.**GTC-12: HOLDING OVER**If Lessee shall, without the prior written consent of Lessor, remain in the Demised Premises afterthe expiration of the term of this Lease, then Lessee shall become a Lessee by the month, subjectto all of the terms and conditions of this Lease, at a monthly rental rate equal to one hundredtwenty percent (120%) of the greater of: (i) the then prevailing Rent, maintenance and otherreimbursement agreed by Lessee to be paid as aforesaid, or (ii) the prevailing market rate forspace comparable to the Demised Premises without taking into account any market rate Lesseeconcessions (in addition to all other sums, costs and fees otherwise due and payable hereunder).The said monthly tenancy shall commence with the first day next after the end of the term abovedescribed. Lessee shall indemnify and hold harmless Lessor and its partners, and their respectiveofficers, directors, agents and employees, from and against any and all claims, losses, actions,damages, liabilities and expenses (including reasonable attorneys’ fees) resulting from Lessee’shold-over of possession of the Demised Premises (including claims of prospective Lessees of all orpart of the Demised Premises).**GTC-13: RENT & REIMBURSEMENT** (a) The Rent and Charges described in Section 4 of the Lease Deed shall be payablein advance on or before the tenth (10”) day of each calendar month during the term ofthis Lease.  (b) Except as provided in this Deed, the Lessee shall compensate Lessor for allfuture taxes such as Service Tax, cesses, and property tax in connection with Lease andother than corporate income Tax and wealth Tax shall be reimbursed by Lessee at actualsas applicable and duties assessed or payable in respect of the Demised Property or thisLease, in proportion to the area occupied by Lessee, to the Municipal Corporation orany other government body or authority as shall become due from and payable by Lesseeto Lessor (collectively, “Reimbursements”). Unless otherwise specified herein, Lesseeshall pay Reimbursements within 7 (Seven) days of receipt of Lessor’s Statement ofExpense. The covenant to pay Rent shall be independent of any other covenant set forthin this Lease. Lessor shall have the same remedies for default for the payment ofReimbursements as are available to Lessor in the case of a default in the payment ofRent.
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 (c) If the Lease Commencement Date occurs on a day other than on the first day of amonth, rent from the Lease Commencement Date until the first day of the following monthshall be prorated at the rate of one-thirtieth (1/30) of the Rent, payable in advanceon the Lease Commencement Date.  (d) The Rent, Charges and all Reimbursements shall be paid promptly when due, inIndian Rupees, without notice or demand and without deduction, diminution, abatement,counterclaim or set-off of any amount, other than withholding taxes. The Rent, Chargesand the Reimbursements shall be paid to Lessor at the following address: Plot # 17,Software Units Layout, Madhapur, Hyderabad — 500 081, or at such other address or tosuch other person as Lessor may designate by adequate written notice to Lessee fromtime to time. If Lessor shall at any time accept Rent and/or Reimbursements after itshall become due and payable, such acceptance shall not excuse delay upon subsequentoccasions, or constitute a waiver of Lessor’s rights hereunder. If Lessee makes anypayment to Lessor by cheque, the same shall be by cheque drawn by the Lessee only, andLessor shall not be required to accept a cheque drawn by any other person. Any chequereceived by Lessor shall be deemed received subject to collection.**GTC-14: SURRENDER OF DEMISED PREMISES** (a) Upon termination of this Lease by lapse of time or otherwise, Lessee shallsurrender the debonded Demised Premises to Lessor upon simultaneous refund of theDeposit, in broom-clean condition and in good order and repair, except for ordinarywear and tear and damage which Lessee is not obligated to repair, failing which Lessormay restore Demised Premises to such condition at Lessee’s expense. (b) That at the time of vacating the Demised Premises Lessee shall, at his owncost, remove all additions, alterations, improvements and installations theretoinstalled by Lessee, either permanent or temporary in nature. Lessee shall promptlyrepair any damage caused by any such removal and shall restore the Demised Premises ingood order and condition reasonable wear and tear excepted, failing which Lessor mayrestore Demised Premises to such condition at Lessee’s expense. (c) Provided however, and it is hereby expressly agreed and understood that ifafter the expiry or sooner determination of the Lease, Lessor is unable for any reasonwhatsoever to refund the Deposit, Lessee shall be entitled to continue to use or occupythe Demised Premises without payment of any Rent, Reimbursements or other charges untilthe Deposit is refunded. Upon such termination, Lessee’s trade fixtures and furnitureshall remain Lessee’s property, and Lessee shall have the right prior to suchtermination to remove the same. Lessee shall promptly repair any damage caused by anysuch removal and shall restore the Demised Premises in good order and conditionreasonable wear and tear excepted. Lessee shall surrender the Demised Premises toLessor at the end of the Term without notice of any kind, and Lessee hereby waives allright to any such notice as may be provided under any present or future law.
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 (d) That at the time of vacating the Demised Premises upon termination of the leaseor otherwise, Lessee shall deposit a sum equivalent to Three (3) months averageconsumption charges with Lessor to meet the arrears of electricity, telephone, waterand all other dues required to be paid by Lessee under this Lease Deed to all theconcerned authorities including but not limited to local electricity/utility company,Municipality, etc. The balance amount, if any, shall be returned to Lessee within Seven(7) days of receipt of the last bill by Lessor. However, if Lessor has to pay any extraamount over and above what Lessee had paid as advance deposit then Lessor shall informLessee the details of such amount and Lessee shall reimburse such extra amount toLessor within Seven (7) days of such information.  (e) That at the time of surrender of Demised Premises upon termination of the leaseor otherwise, Lessee shall, at his own cost. Lessee shall de-bond the Demised Premisesat his own cost and discharge all duties and taxes arising thereon and surrender thede-bonded Demised Premises to Lessor.**RULES & REGULATION FOR USE OF PREMISES****GTC-15: USE OF PREMISES** (a) Lessee shall use and occupy the Demised Premises solely for general officepurposes and training of personnel and uses incident thereto as permitted underapplicable zoning regulations, and but for no other business or purpose.  (b) Lessee shall comply with all present and future laws, statutes, ordinances,regulations, and requirements of any and all governmental authorities and with theRules and Regulations of Exhibit ‘B’ hereof.  (c) Except for ordinary supplies and materials reasonably related to Lessee’spermitted uses set forth in GTC-15(a) hereof, Lessee shall not cause or permit anyHazardous Materials (as defined in Exhibit ‘A’) to be brought upon, stored, used,handled, generated, released or disposed of on, in, under or about the DemisedPremises, the Buildings, or other part of the Property or any portion thereof byLessee, its agents, employees, sub Lessees, assignees, contractors, or invitees. Lesseeagrees to indemnify, defend and hold Lessor and its officers, directors, agents,employees, advisors, attorneys and affiliates harmless from any and all claims,actions, administrative proceedings judgments, damages, penalties, fines, costs,liabilities, interest or losses, reasonable attorney’s fees and expenses, consultantfees, and expert fees, costs of investigation, monitoring, cleanup, containment,restoration, removal or other remedial work, together with all other costs and expensesof any kind or nature that arise during or after the term of the Lease from anyHazardous Materials permitted on the Demised Premises pursuant to this GTC-l5(d) orfrom any breach of Lessee’s obligations set forth in GTC-15(c); provided that theforegoing indemnification shall not apply to any Hazardous Materials which anotherLessee or Lessor or any of its agents,
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representatives or contractors brings, stores, uses, handles, generates, releases ordisposes of in, on, under or about the Buildings, the Land or any portion thereof. (d) Lessee shall not commit or allow to be committed any waste upon the DemisedPremises or elsewhere on the Property, or any public or private nuisance or other actor thing which disturbs the quiet enjoyment of Another Lessee, and Lessee shall not,without the prior written consent of Lessor, use any apparatus, machinery or device inor about the Demised Premises which will cause any substantial noise or vibration orfumes.  (e) Lessee shall, at its expense, keep the Demised Premises and all improvements,fixtures and other property contained therein in a neat, clean, safe and sanitarycondition, and in good order and repair, reasonable wear and tear excepted, and willsurrender the Demised Premises at the expiration or other termination of the term ofthis Lease in good order and condition, ordinary wear and tear, and casualties anddamages caused by the elements, fire and other insured casualty excepted.**GTC-16: RULES & REGULATIONS** (a) Lessee, its employees, agents, invitees, contractors and subcontractors shallobserve and strictly comply with the Rules and Regulations follows (but not limited to)and with such other and further reasonable rules and regulations as Lessor may, afternotice to Lessee, from time to time adopt. Lessor shall include in leases of space inBuildings a similar requirement obligating Lessees to comply with rules and regulationsadopted by Lessor. Lessor shall exercise its best efforts to enforce said rules andregulations, to the extent applicable, and to enforce the terms, covenants orconditions in any other lease against any other Lessee; provided, however, that Lessorshall not be liable to Lessee for violation of the same by any other Lessee, itsservants, employees, agents, invitees or licensees.The facilities extended by the Lessor will be available 24X7, 365 days a year. In case theLessee requires to work on Saturdays, Sundays & holidays, the Lessee shall pay additionalcharges for usage of the facilities beyond the normal hours as follows:If the Lessee uses additional Air conditioning beyond normal hours lessee shall pay Rs.4/perunit as current charges on actual consumption plus Rs.250/per hour for actual additionalhours. Apart from above no additional charges for any other facilities shall be charged. (b) The air-conditioning plant and emergency power (DG sets) will be available alldays including Sundays & all public holidays.  (c) Elevator will be available on all days including Sundays & holidays exceptduring preventive maintenance period.  (d) Walking / trespassing through the Demised Premises of another Lessee should beavoided.
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 (e) The common utility areas, i.e., electrical sub-station, DG Room, AHU Rooms,Sewerage Treatment Plant and other utility areas, will be restricted areas. Lessee, itsofficers, directors, agents, employees, advisors, attorneys and affiliates should avoidunauthorized entry or access to such areas.  (f) The maintenance facilities provided by Lessor are for the general maintenanceof the Campus. Lessee shall not utilize the maintenance facilities for any of hispersonal work.  (g) General rules and regulations for proper administration of the Campus shall bedrafted by Lessor from time to time and shall be binding on the Lessee and theirrepresentatives, nominees and assignees.  (h) Lessees will permit the Security & Maintenance staff deputed by lessee for allpreventive maintenance works & complaint related activities, regular checkup as andwhen required subject to them providing reasonable prior notice to the Lessee andprovided that the security and maintenance staff abide by Lessee’s access control andsecurity measures.  (i) Lessee will permit the Lessor or its representative to carry out the regularinspections of the Demised Premises subject to the Lessor providing Lessee withreasonable prior written notice for such inspection and subject to the Lessor or itsrepresentative abiding by the Lessee’s access control and security measures.**GTC-17: ASSIGNMENT AND SUBLETTING**Lessee shall not assign, sublease, transfer or encumber this Lease or the Demised Premises, or anypart thereof to any third party except for sharing Demised premises with any of itssubsidiaries/affiliates or any entity belonging to Lessee group of Companies with prior writtenapproval of Lessor which approval shall not be unreasonably withheld.**GTC-18: IMPROVEMENTS**Lessee does accept the Demised Premises in “as is” condition, subject to the improvement of theDemised Premises by Lessor as mutually agreed upon in writing by both parties (“Lessor’s Work”).Lessor shall cause the Lessor’s Work to be accomplished at its expense. It is understood and agreedthat Lessor is under no obligation to accomplish or to cause to be accomplished, any construction,improvements, alterations, decorations, or similar matter prior to the Lease Commencement Dateexcept as set forth in this Section.**GTC-19: ALTERATIONS** (a) Lessee shall not make or permit anyone to make any alterations, additions,improvements, installations or other changes of a permanent or structural nature in orto the Demised Premises (collectively, “Alterations”) without the prior written consentof Lessor in each and every instance and consent shall not be unreasonably withheld.Failure of Lessee to obtain and comply with the terms and conditions of such consentshall constitute a default hereunder. If any Alterations
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are made without the prior written consent of Lessor, Lessor may correct or removethe same, and Lessee shall be liable for any and all expenses incurred by Lessor inthis respect, as Reimbursements. In such event, Lessee shall also be solely liablefor consequential losses caused to Another Lessee and/or to Lessor. (b) When performing any Alterations permitted under the provisions of GTC-19(a)hereof, Lessee shall comply with the following conditions and shall undertake thefollowing obligations. At least thirty (30) days before any Alterations work is done orany materials are delivered, Lessee shall provide Lessor with plans, specifications,names and addresses of all contractors and sub-contractors and copies of all contracts,necessary approvals and permits. All Alterations, improvements and installations shallconform with the requirement of all insurance policies of the parties hereto, and withall applicable laws, statutes, ordinances, regulations and rules of all governmentalauthorities. Lessee agrees to permit Lessor to supervise all such work, which shall beperformed so as not to interfere with or impair the use and enjoyment of any portion ofthe Property used or occupied by Lessor or Another Lessee. Any Alterations by Lesseeshall be at Lessee’s sole cost and expense and shall be performed by properly licensedand bonded contractors approved by Lessor, which such approval shall not beunreasonably withheld, but shall be based upon such contractors’ financial condition,experience and previous job performance. Any such contractors shall also be required towaive in writing any rights they may have to file any and all mechanic’s andmaterial-men’s liens against the Demised Premises prior to commencing any work. Lessoror its agents shall be entitled to reimbursement of all expenses and costs in actualsthat are spent in connection with any Alterations or work performed by Lessor or itsagents at the request of Lessee. Spheris to comment. (c) In the event any mechanic’s or material-men’s lien is filed against the DemisedPremises and/or any other part of the Property for work claimed to have been done for,or materials claimed to have been furnished to Lessee, such lien shall be discharged byLessee within ten (10) days thereafter, at Lessee’s sole cost and expense, by thepayment thereof or by filing any bond required by law. If Lessee shall fail todischarge any such mechanic’s or material-men’s lien, Lessor may discharge the same andtreat the cost thereof as Reimbursements payable with the monthly installment of rentnext becoming due; provided that such discharge by Lessor shall not be deemed to waiveor release the default of Lessee in not discharging the same. Lessee promptly willindemnify and hold harmless Lessor from and against any and all claims, damages andexpenses incurred by Lessor, arising from any liens placed against the DemisedPremises, the Property, or any part thereof. This indemnity shall survive anytermination or expiration of this Lease. (d) All Alterations of a permanent and structural nature, (including, withoutlimitation, Lessor’s Work), made by Lessor at his expense, shall become and remain theproperty of Lessor. All Alterations of a permanent and structural nature
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made by Lessee at his expense, shall become and remain the property of Lesseesubject to the provisions of GTC-14 of Exhibit ‘B’.**GTC-20: CONDITION OF DEMISED PREMISES**Lessee acknowledges and agrees that, except as expressly set forth in this Lease, there have beenno representations or warranties made by or on behalf of Lessor with respect to the DemisedPremises or the Property with respect to the suitability thereof for the conduct of Lessee’sbusiness. The taking of possession of the Demised Premises by Lessee shall conclusively establishthat the Demised Premises are in satisfactory condition, order and repair.**GTC-21: FURNITURE AND EQUIPMENT**A typical floor in the building is designed for a floor loading capacity of 350 kgs per squaremeter. Lessee shall not be allowed to exceed the floor loading limit in the Demised Premises. Alldamage done to the Demised Premises or the Property by taking in or removing a safe or any otherarticle of Lessee’s office freight, furniture, or equipment, or due to its being in the DemisedPremises, shall be repaired at the expense of Lessee.**GTC-22: REPAIRS AND INSPECTION** (a) Lessee shall after receiving prior written notice, permit Lessor, itsemployees, agents, contractors, and representatives, to enter the Property, theBuildings, and the Demised Premises at reasonable times and in a reasonable manner toinspect and protect the same, and to make such alterations or repairs as Lessor maydeem necessary subject to Lessee’s access control and security measures., or to exhibitthe same to prospective purchasers. In the event of an emergency, Lessor may enter theProperty and any part thereof with a shorter notice and make whatever repairs arenecessary to protect the same; provided, however, that Lessor is required and shall actcarefully and reasonably when exercising any right of access to the Demised Propertyand ensure that any repairs or inspection undertaken by Lessor shall not interfere withthe business of Lessee. Lessor shall use reasonable efforts to minimize interference toLessee’s business when making repairs, but Lessor shall not be required to perform suchrepairs at a time other than during normal working hours. There shall be no abatementof Rent and no liability by reason of any injury or inconvenience to or interferencewith Lessee’s business arising from the making of any repairs, alterations orimprovements in or to any portion of the Property, unless caused by the grossnegligence or willful misconduct by Lessor, its agents, contractors, representatives oremployees. (b) Lessee shall take good care of the Demised Premises and the fixtures andappurtenances therein. Lessee shall, at its expense, repair all damage thereto and anyfixtures and equipment therein and otherwise to the Property to Lessor’s reasonablesatisfaction caused directly or indirectly by Lessee, its employees, agents, invitees,licensees, subLessees, or contractors. If Lessee fails to make such repairs, the samemay be made by Lessor and the expense thereof shall be deemed
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Reimbursements due and payable by Lessee within fifteen (15) days after the sendingof a statement thereof by Lessor to Lessee.**GTC-23: LESSEE’S INSURANCE**During the term of the Lease, Lessee shall, at its expense, insure its own personal property in theDemised Premises.**GTC-24: CHANGES TO BUILDING SYSTEMS/ LESSEE EQUIPMENT** (a) The design, installation, operation, maintenance and repair of the fixtures andequipment installed in the Demised Premises whether by Lessee or by Lessor on behalf ofLessee, shall be the responsibility of Lessee, and Lessor shall have no obligation inconnection therewith. (b) Lessee shall not install any equipment of any kind or nature whatsoever in theDemised Premises which will or may necessitate any change, replacement or addition to,or in the use of, the electrical system, water system, heating system, plumbing system,air conditioning system, or any other system of the Building without first obtainingthe prior written consent of the Lessor which consent shall not be unreasonablywithheld.**GTC-25: DAMAGE TO PROPERTY**All injury, breakage or damage to the Demised Premises, the Buildings, the Property, or any partthereof caused by or arising from any willful negligence of Lessee, its agents, employees,contractors, servants, permitted sub Lessees or assignees, invitees, or licensees, or by persons orindividuals making deliveries to or from the Demised Premises, shall be repaired by Lessee at thesole expense of Lessee. In the event that Lessee shall fail to do so, then Lessee shall have theright to make such necessary repairs, alterations and replacements (structural and nonstructural)and any cost incurred by Lessor shall be paid by Lessee as Reimbursements, payable with theinstallment of rent next becoming due under this Lease This provision shall be construed as anadditional remedy granted to Lessor and not in limitation of any other rights and remedies whichLessor may have in said circumstances.**GTC-26: DAMAGE TO PERSONAL PROPERTY AND PERSON** (a) All property of Lessee, its agents, employees, contractors, servants, invitees,or of any other person, in or on the Demised Premises, the Buildings, the Property, orany part thereof, shall be at the sole risk of Lessee or such other person or party.Lessor shall not be liable to Lessee or any such person or party for any damage to ortheft or loss of such property whether or not caused by the act (including theft) orfailure to act of any person except where the same is solely attributable to theLessor. (b) As and As and when Lessee becomes aware of any such situations like leaking ofany roof, or other part of the Demised Premises, the Buildings, the Property, or anypart thereof, or by the bursting, leaking or overflowing of water, sewer, steam
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or sprinkler pipes, or heating or plumbing fixtures, air conditioning or heatingfailure, gas, noxious odors or noise, or any other act or thing, including themalfunction of electrical wires or fixtures or security and protective systems, itshould immediately and promptly inform Lessor about the same and Lessor shall attendto it as part of its covenant as enumerated in GTC-28(a). (c) However, Lessor shall not under any circumstances be liable for theinterruption of or any loss to Lessee’s business that may result from any of the actsor causes described above. (d) Lessor shall not be liable for any injury to Lessee, its agents, employees,contractors, servants, invitees, permitted subLessees or assignees, or licensees, or toany other person, arising from the use, occupancy or condition of the Demised Premises,the Buildings, or the Property other than liability for personal injuries resultingdirectly from the negligence or misconduct of Lessor, and then such liabilities shallbe subject to the release set forth in GTC-29(a).**GTC-27: FIRE AND OTHER CASUALTY DAMAGE TO DEMISED PREMISES**If the Demised Premises shall be damaged by fire or other casualty Lessor shall as soon aspracticable after such damage occurs (taking into account the time necessary to effectuate asatisfactory settlement with any insurance company) repair such damage at the expense of Lessor,and the Rent payable by Lessee hereunder shall be reduced in proportion to the gross floor area ofthe Demised Premises which is unusable by Lessee, as reasonably determined by Lessor, until suchrepairs are completed; provided, however, that Lessor shall only be required to repair or rebuilditems comprising the facilities and amenities to be provided by Lessor as described in Exhibit ‘B’and any additional improvements shall be made at Lessee’s sole cost and expense, and providedfurther, that any policy of insurance maintained by Lessor will not be invalidated in whole or inpart by reason of such abatement of such damage which shall have been caused by Lessee or any ofits agents, representatives, employees or invitees.**MISCELLANEOUS****GTC-28: LESSOR’S COVENANTS**Lessor hereby covenants with Lessee that (a) Lessor has good title and is the absolute owner of the Demised Premises and ithas the full right, absolute power and authority to deal with the Demised Premises andto grant a lease in respect of the Demised Premises upon such terms as it deems fit,free from all claims and encumbrances. In the event there being any defect ordeficiency or inadequacy in Lessor’s right to execute this Lease, Lessor undertakes toindemnify Lessee against all consequences arising there from including damages, losses,costs or any other claims/actions, or proceedings by others in respect of quiet andpeaceful use, occupation and possession of the Demised Premises.
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 (b) The Demised Premises can be used for general office purposes as a bonded areafor an export only unit.  (c) The Demised Premises is free from all encumbrances, charges and lienswhatsoever and Lessor has not entered into any similar agreement or arrangement withany person/persons for providing use and occupation of the Demised Premises to whichLessee is entitled to under this Lease.  (d) Lessor has obtained all requisite statutory and other approvals fromgovernmental/local authorities, if any, to let out the Demised Premises for thepurposes of Lessee and that the Demised Premises is fit for use of Lessee for itsbusiness, and Lessor has obtained all necessary governmental approvals and permits forthe use of the Demised Premises by Lessee.  (e) Lessor has paid and shall pay and discharge all existing and future taxes,rates, cesses, duties, charges, levies, fines, penalties, and other outgoings that maybe levied, imposed or charged in respect of the Demised Premises and existing andfuture surcharges, and the Municipal Corporation tax. If there is any default inpayment of taxes etc. Lessee is entitled to make the payments and recover the same fromLessor. Any such amount to be paid by Lessee will be adjusted against the MaintenanceCharges Lessee has to pay to Lessor as mentioned in Section 4(e).  (f) Lessor shall maintain the Demised Premises in good Lesseeable condition andexecute at its expense all structural repairs to the Demised Premises and maintain theDemised Premises in habitable condition for the use and enjoyment of Lessee.  (g) In case of any legal problem pertaining to the Demised Premises or for using oroccupying of same for office by the Lessee, the total liability will be that of Lessor.If due to any such problem the Demised Premises or any part thereof cannot be used byLessee, then Lessee will not be liable to make any payment for the period the DemisedPremises remained unused. However, such legal problem should not arise out of any actor omission on part of Lessee. In that case Lessor shall not have any liabilitywhatsoever towards Lessee.  (h) Lessor is free to dispose of or encumber its interest in the Demised Premiseswhether by way of sale, transfer, charge, mortgage, or otherwise, with prior intimationto Lessee. In the event Lessor disposes of or encumbers its interest in the DemisedPremises in any manner whatsoever, Lessor covenants to obtain an unconditional writtenacknowledgement from the transferee/mortgagee/charge, as the case may be, to be boundby the terms and conditions of this Lease Deed. In the event of a transfer of therights of Lessor, Lessor shall in addition obtain a written confirmation that thetransferee shall fully assume the obligations and covenants herein on the part ofLessor to be performed.
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 (i) Lessor shall maintain insurance for the Property, the Demised Premises and thefittings, interior and fixtures within the Demised Premises insuring the Lessor’sinterest in such property in the event of fire, casualty or other loss and damage.**GTC-29: WAIVER OF SUBROGATION; INDEMNITY** (a) Except as otherwise set forth in this Lease, Lessor and Lessee hereby releaseeach other from any loss, damage or liability sustained, but only to the extent of anyinsurance proceeds actually received by the releasing party on account of any suchloss, damage or liability. Such release shall be effective notwithstanding that anysuch loss, damage or liability arose out of the negligent or intentionally tortuous actor omission of the other party, its agents or employees; provided that inch releaseshall be effective only with respect to any loss or damage occurring during such time.as the appropriate policy of insurance of the releasing party provides that suchrelease shall not impair the effectiveness of such policy or the insured’s ability torecover thereunder. Both Lessor and Lessee shall include in their respective insurancepolicies a clause to such effect, and shall promptly notify the other in writing ifsuch clause cannot be included in any such policy.  (b) Each party shall be responsible for, and shall indemnify and hold the otherharmless from and against all liability arising out of any injury to or death of anyperson or loss of or damage to any property sustained or occurring in, on, or about theDemised Premises as a result of willful negligence of the other party. In the eventthat Lessor or its agents or employees shall, without fault on its part, be made aparty to any litigation relating to Lessee or the Demised Premises, Lessee shallindemnify and hold Lessor harmless from and shall pay all costs, expenses andreasonable attorneys’ fees incurred or paid in connection with such litigation. Lesseeshall promptly pay, satisfy and discharge any and all judgments, orders and decrees,which may be recovered against Lessor in connection with the foregoing.  (c) In the event of the Lessee incurring any liability arising out of GTC-15 ofExhibit ‘B’ (Use of Premises) or any activity on the Demised Premises, Lessee shallindemnify Lessor against any, or all, such liabilities which might be directed towardsLessor arising out of Court Orders/ Government Notices/ any or all claims, actions bystatutory authorities for such demised premises. In the event of such liability(Government Notices/ any or all claims, actions by statutory authorities) not beingindemnified by Lessee as provided in this Section, it would constitute a default byLessee and attract provisions of GTC-30 of Exhibit ‘B’ (Default of Lessee). In theevent of Lessor incurring any liability arising out of GTC-28 of Exhibit ‘B’ (Covenantsof Lessor) or any other obligation of Lessor under the Lease, Lessor shall indemnifyLessee against any, or all, such liabilities which might be directed towards Lesseearising out of Court Orders/ Government Notices/ any or all claims, actions bystatutory authorities for such Demised Premises. In the event of such liability(Government Notices/ any or all claims, actions by statutory authorities) not beingindemnified by Lessor as provided in this Section, it would constitute a breach byLessor and Lessee shall be entitled to
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recover the amounts by deducting it from the Rent and any such other amount payableterminate the Lease with immediate effect. (d) The Lessor shall defend, indemnify and hold harmless the Lessee from andagainst any claim, liability, demand, loss, damage, judgment or other obligation orright of action, which may arise as a result of  (i) breach of any of the representations and warranties provided in this Deed bythe Lessor;  (ii) misrepresentation by the Lessor;  (iii) Breach of any of the provisions of this lease by the Lessor.  (e) Lessor shall keep the Lessee indemnified against all claims including, demands,governmental actions, charges, suit, litigations, proceedings, penalties, lossesincluding but not limited to business losses, costs, charges, consequences, damages anddispossession of the Premises that Lessee may incur or suffer due to the non-issuanceof the Occupancy Certificate for the Premises. Lessor further covenants that in theevent of dispossession of the Premises or in the event Lessee is prevented from usingthe Premises, due to non issuance of the occupancy certificate, Lessor shall reimburseLessee for all capital expenditure incurred by Lessee in relation to the Premisesincluding but not limited to the cost of fitting out the Premises and all expensesinvolved in moving to an alternate location. In such an event Lessor shall take thepossession and ownership of all equipment and material cost of which has beenreimbursed by the Lessor.**GTC-30: DEFAULT OF LESSEE**I) The following events shall be a default (“Default”) of Lessee under this Lease: (i) Failure of Lessee to pay Rents and Reimbursements for a continuous period of 2months after same shall be due and payable,  (ii) Failure of Lessee to perform, observe, or comply with any term, covenant,condition, agreement or provision of this Lease to be performed, observed or compliedwith by Lessee, other than as set forth in GTC-30(a)(i) above, where such failure shallcontinue for a period of Thirty (30) days after written notice thereof has beendelivered by Lessor to Lessee at the Demised Premises; or  (iii) The taking of this Lease or the Demised Premises, or any part thereof, uponexecution or by other process of law directed against Lessee, or upon or subject to anyattachment at the instance of any creditor of or claimant against Lessee, which shallnot be discharged or disposed of within thirty (30) days after the levy thereof; or  (iv) The involvement of Lessee in financial difficulties as evidenced by: (a) itsadmitting in writing its inability to pay its debts generally as they become due, or
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(b) its filing a petition in bankruptcy under the Provincial Insolvency Act (as nowexisting or in the future amended), or (c) its filing a petition seeking to takeadvantage of any other law relating to bankruptcy, insolvency, or winding-up (“OtherBankruptcy Laws”), or (d) its making an assignment of all or a substantial part ofits property for the benefit of its creditors, or (e) its seeking or consenting toor acquiescing in the appointment of a receiver or trustee for all or a substantialpart of the Demised Premises, or (f) its being adjudicated a bankrupt or insolvent,or (g) the entry of a court order without its consent, which order shall not bevacated or stayed within thirty (30) days from the date of entry, approving apetition filed against it for an arrangement in bankruptcy. (a) Upon occurrence of any of the default events set out in sub-clause (a), Lessorshall give Lessee a written notice of the nature of the default.  (b) Upon receipt of the notice of default, Lessee shall be entitled to remedy thedefault within a period of 30 days.  (c) Upon the expiry of the cure period, Lessor shall have the right then or at anytime thereafter to give Lessee written notice of thirty (30) days of Lessor’s intent toterminate this lease.Lessee’s right to possession of the Demised Premises shall cease and this lease shallthereupon terminate. Subject to the above, any notice to vacate or notice of Lessor’sintention to re-enter is being hereby expressly waived by Lessee. (d) The provisions of this Section GTC-30 of Exhibit ‘B’ shall applynotwithstanding the continued willingness and ability of Lessee to pay Rent andotherwise perform hereunder. The receipt by Lessor of payments of Rent, as such,accruing subsequent to the time of Lessee’s default under this Section GTC-30(e) ofExhibit ‘B’ and before Lessor has actual notice of the occurrence of an event ofdefault under this Section GTC-30(e) of Exhibit ‘B’ shall not be deemed a waiver byLessor of the provisions of this Section.  (e) If Lessor terminates this Lease or enters and takes possession of the DemisedPremises pursuant to GTC-30(c) of Exhibit ‘B’ above, Lessee shall remain liable (inaddition to accrued liabilities) for adjusted Rent, Reimbursements and any other sumsprovided for in this Lease until the date of such termination.  (f) Lessee on behalf of itself and all persons claiming through Lessee, includingall creditors, does hereby waive any and all rights and privileges, so far as ispermitted by law, which Lessee and all such persons might otherwise have under anypresent or future law: (1) to the service of any notice of intention to reenter, (2) toreenter or repossess the Demised Premises, or (3) to restore the operation of thisLease, with respect to any dispossession of Lessee by judgment or warrant of any court,whether such dispossession, reentry, expiration or termination be by operation of lawor pursuant to the provisions of this Lease.
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 (g) In the event of any breach or threatened breach by either party of any of theprovisions contained in this Lease, the other party shall be entitled to enjoin suchbreach or threatened breach and to invoke any right or remedy allowed at law, equity orotherwise as if reentry, summary proceedings or other specific remedies were notprovided in this Lease.  (h) All rights and remedies of the parties under this Lease shall be cumulative andshall not be exclusive of any other rights and remedies provided to the parties now orhereafter existing under law.**GTC-31: WAIVER**If either party shall institute legal or administrative proceedings and a compromise or settlementthereof shall be made, the same shall not constitute a waiver of any covenant herein contained norof any of rights hereunder. No waiver by the parties of any breach of any covenant, condition oragreement herein contained shall operate as an invalidation or as a continual waiver of suchcovenant, condition or agreement, or of any subsequent breach thereof.**GTC-32: CONDEMNATION** (a) In the event that all of the Property is taken for any public or quasi-publicuse or purpose in eminent domain proceedings, or in the event the Property is conveyedto a governmental authority or other entity having the power of eminent domain(“condemning authority”) in lieu of such proceedings, this Lease shall terminate uponthe date when the possession shall be surrendered to said condemning authority. Anyprepaid Rent attributable to periods after such termination date shall be refunded toLessee. Lessee shall not be entitled to share in or receive any part of suchcondemnation award or payment in lieu thereof, the same being hereby assigned to Lessorby Lessee. (b) In the event eminent domain proceedings shall be instituted in order to take aportion of the Property, so that the continued use and occupancy of the DemisedPremises by Lessee will be substantially and materially impaired, Lessee may elect toterminate this Lease by giving Lessor, not less than ninety (90) days’ notice oftermination prior to a termination date specified in such notice, and any prepaid Rentattributable to periods after such termination date specified in such notice shall berefunded to Lessee. If Lessee does not so elect to terminate this Lease, this Leaseshall be and remain in full force and effect for the balance of the Term, except thatRent shall be proportionately abated to the extent of any portion of the DemisedPremises taken. (c) Lessee shall not share in such condemnation award or payment in lieu thereof orin any award for damages resulting from any grade change, the same being herebyassigned to Lessor by Lessee; provided, however, that nothing herein shall precludeLessee from separately claiming and receiving from the condemning authority, if legallypayable, compensation for the taking of Lessee’s tangible
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property, for Lessee’s removal and relocation costs and/or for Lessee’s loss ofbusiness and/or business interruption.**GTC-33: RIGHT OF LESSOR TO CURE LESSEE’S DEFAULT; LATE PAYMENTS**If Lessee fails to make any payment due hereunder, other than Rent, or fails to perform any actherein required to be performed by Lessee, then after thirty (30) days notice from Lessor, Lessormay, but shall not be required to, make such payments or perform such act, and the amount of theexpense thereof, with interest at the rate of eighteen Percent (18%) per annum accruing from thedate paid by Lessor, shall be paid by Lessee to Lessor, as Reimbursements hereunder due and payablewith the next monthly installment of Rent; but the making of such payment or the performing of suchact by Lessor shall not operate to cure such default or to stop Lessor from the pursuit of anyremedy to which Lessor would otherwise be entitled. In the event of default of payment of Rent orany other reimbursements as per this Lease Deed, Lessee shall be liable to pay interest @ 18% fromthe due date of such payment till the actual date of payment and this remedy is in addition to anyother remedies available to Lessor under this Lease Deed under GTC 30.**GTC-34: NO REPRESENTATION BY LESSOR**Neither Lessor nor any agent or employee of Lessor has made any representation, warranty, orpromise with respect to the Demised Premises, the Buildings, or the Property except as hereinexpressly set forth, and no rights, privileges, easements or licenses are granted to Lessee exceptas herein set forth. Lessee, by taking possession of the Demised Premises, shall accept the same“as is,” and such taking of possession shall be conclusive evidence that the Demised Premises arein good and satisfactory condition at the time of such taking of possession.**GTC-35: BROKERS**Lessor shall indemnify and hold Lessee harmless, and Lessee shall indemnify and hold Lessorharmless, from and against any claim for brokerage services relating to this Lease.**GTC-36: NOTICES**All notices or other communications hereunder shall be in writing and shall be deemed duly given ifdelivered personally and evidenced by a receipt signed by the party receiving such notice or sentby prepaid recognized international courier service, if sent internationally, or by recognizeddomestic courier service or certified or registered mail, return receipt requested, first classpostage prepaid, if sent domestically: (a) if to Lessor, Plot No. 17, Software Units Layout,Madhapur, Serilingampally Municipality, RR District, and (b) if to Lessee, at the Demised Premisesat Building “Phase five”, The V, Plot No. 17, Software Units Layout, Madhapur, SerilingampallyMunicipality, RR District unless notice of a change of address is given pursuant to the provisionsof this Section. Such notices shall be deemed given as of the date received, or the date suchnotices would have been received but for the addressee’s refusal thereof. Lessee hereby electsdomicile at the Registered Office: One Spheris Plaza, Koramangala Block 8, Bangalore 560095 for thepurpose of service of all notices, writs or other legal documents, or process, in any action orproceeding which Lessor may undertake under this Lease.
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**GTC-37: FINANCING REQUIREMENTS**In the event that any bank, insurance company, or other financial institution providing mortgagefinancing for the Property or any part thereof at any time requires, as a condition of suchfinancing, that modification to this Lease be obtained, and provided that such modifications (a)are reasonable, (b) do not affect Lessee’s use of the Demised Premises as herein permitted or theTerm of the Lease, and (c) do not increase the rentals and other sums required to be paid by Lesseehereunder, then Lessor shall submit such required modifications to Lessee, and Lessee shall executean amendment hereto incorporating such modifications within reasonable time after the same has beensubmitted to Lessee (provided, however, that Lessee shall not have the benefit of the cure periodset forth in GTC-30(c) of Exhibit ‘B’ above).**GTC-38: PEACEFUL ENJOYMENT OF DEMISED PREMISES**Lessor covenants that it has the right to make this Lease, and that if Lessee shall pay the rentaland perform all of Lessee’s obligations under this Lease, Lessee shall, during the term hereof,freely, peaceably and quietly occupy and enjoy the Demised Premises without molestation orhindrance by Lessor or any party claiming through or under Lessor, subject, however, to allprovisions of this Lease.**GTC-39: SUCCESSORS AND ASSIGNS**Subject to the provisions of GTC-17 of Exhibit ‘B’ above, the terms, covenants and conditionshereof shall be binding upon and inure to the benefit of the parties hereto and their respectivesuccessors in interest and assigns; provided, however, that Lessor, its successors and assignsshall be obligated to perform Lessor’s agreements and covenants under this Lease only during and inrespect of their respective successive periods as Lessor during the Term. Lessor may freely andfully assign its interest hereunder.**GTC-40: NAME OF PROPERTY**Lessor shall have the right to change the name of the Property, the Buildings, and any partthereof, during the Term or any extension thereof and shall have no obligation for any loss ordamage to Lessee by reason thereof.**GTC-41: SIGNS**Lessor and Lessee have agreed that signs relating to Lessee’s business and occupancy of the DemisedPremises may be installed and maintained on the Property at Lessee’s expense as mutually agreedupon in writing by both parties. All signs shall be installed and maintained by Lessee incompliance with all applicable laws, statutes, ordinances, rules and agencies. Lessee shall pay allexpenses, and all license and permit fees relating to the installation and maintenance ofauthorized signs, and shall pay all expenses of removal and costs of repairs resulting therefrom.
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**GTC-42: EXONERATION**It is agreed, covenanted and understood by Lessee that all of the covenants, undertakings,obligations and agreements of Lessor herein are made solely on behalf of Lessor and that Lesseeshall have recourse against only its interest in the Property, for the recovery of any damagesresulting from the failure of Lessor to perform any covenant, understanding, obligation andagreement of Lessor herein. Lessee also covenants and agree that no personal liability orresponsibility is assured by, nor shall at any time be asserted or enforceable against, any presentor future officers of Lessor or its agents on account of any covenant, undertaking, obligation oragreement contained herein, all such personal liability and responsibility, if any, being expresslywaived and released.**GTC-43: ARBITRATION**In the event of any dispute, difference, claim or controversy arising out of or relating to thisLease, the parties agree that the matter will be first referred to one or more executive officers(or the equivalent) of each party to attempt a mutually agreeable resolution. If the executiveofficers do not reach a mutually agreeable resolution within thirty (30) days of such referral ofthe matter to them, the parties shall seek arbitration of such dispute, claim or controversy asfollows:The dispute, difference, claim or controversy between the parties relating to this Lease shall bereferred to a panel of three arbitrators, one to be appointed by Lessor, one to be appointed byLessee and the two arbitrators so appointed shall on their entering upon reference appoint aPresiding Arbitrator and the majority decision of the arbitral panel shall be final and binding onthe parties. The arbitration shall be conducted in accordance with the Arbitration and ConciliationAct, 1996 and the venue of arbitration shall be at Hyderabad. All the rights and obligations ofLessee and Lessor will continue during the period of arbitration. Subject to the above, the courtsof Hyderabad shall have exclusive jurisdiction over any matter arising out of this Lease.**GTC-44: TIME OF THE ESSENCE**Time is of the essence in the performance of all Lessee’s obligations under this Lease.**GTC-45: STAMP DUTY, REGISTRATION CHARGES AND OTHER EXPENSES**Lessee shall register this Lease Deed within a period of 4 (four) months from the execution of thisLease Deed. The stamp duty, registration charges and all other expenses in respect of this LeaseDeed and any amendment thereof shall be borne and paid by Lessee.**GTC-46: NO PARTNERSHIP**Nothing contained in this Lease along with the exhibits shall be deemed or construed to create apartnership or joint venture of or between Lessor and Lessee, or to create any relationship betweenthe parties hereto other than that of Lessor and Lessee.
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**GTC-48: AUTHORITY**Each Party shall, concurrently with the signing of this Lease, furnish to the other Party certifiedcopies of the resolutions of its board of directors (or of the executive committee of its board ofdirectors) authorizing that Party to enter into this Lease; In Addition Lessee shall furnish toLessor evidence (reasonably satisfactory to Lessor and its counsel) that Lessee is a duly organizedcorporation under the laws of the state of its incorporation, is qualified to do business in Indiais in good standing under the laws of the place of its incorporation and Lessee has the power andauthority to enter into this Lease, and that all corporate action requisite to authorize Lessee toenter into this Lease has been duly taken. Each party shall also furnish evidence to the otherParty (which such evidence shall be reasonably satisfactory to that Party and its counsel) that theperson or persons executing this Lease on behalf of that Party is an officer or are officers ofthat Party, and that such person or persons as such officers were duly authorized to sign andexecute this Lease.
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**EXHIBIT “C”****LEASE DEED BETWEEN****VITP PRIVATE LIMITED (LESSOR)****AND****SPHERIS INDIA PRIVATE LIMITED (LESSEE)****SPECIAL TERMS AND CONDITIONS**Not applicable
 

 
**EXHIBIT “D”****LEASE DEED BETWEEN****VITP PRIVATE LIMITED (LESSOR)****AND****SPHERIS INDIA PRIVATE LIMITED (LESSEE)****DEMISED PREMISES & RENT**The Demised Premises, referred hereunder is a part of the Vega Block of The V, built on theProperty to house software professionals for IT and IT Enabled Services and, is described below:     **Building Vega** **Super Built Area (sft)****10th (Tenth) Floor Right Wing**  **25,875** ALL THAT piece and parcel of constructed portion admeasuring super built up floor area of 25,875sq.ft of the Vega Building, The V, situated on Plot No. 17, Software Units Layout, Madhapur,Serilingampally Municipality, Ranga Reddy District.Basis and Computation of Monthly Rent1. **Base Rent**The initial monthly rent payable would be Rs.38/- (Rupees Thirty Eight only) per square foottowards Base Rent, inclusive of current property tax of approximately Rs.0.62/- sq foot per month,on Super Built Area of 25875 square foot subject to the increase in rent defined in Section 4(a) ofthe Lease Deed.2. **Common Area and Equipment Maintenance Charges**The initial monthly charges payable would be Rs.5/- (Rupees Five only) per square foot on SuperBuilt Areas of 25875 square foot for the Common Maintenance and upkeep of the Campus and CommonAreas as described and subject to the provisions of GTC-3 of Exhibit ‘B’.3. **Charges for Canteen Usage**The monthly charges payable would be at an initial rate of Rs. 1,00,000/- (Rupees One Lakh only)for usage of Cafeteria. The initial rate shall escalate as defined in Section 4(c).4. **Parking Charges**The monthly Rent payable for Parking areas will be computed as follows, subject to the provisionsof GTC-9 of Exhibit ‘B’:
 

 
                 Covered Four-Wheeler  2000   25   20   40000 Covered Two-Wheeler  300   75   60   18000 Total              58,000/- 
 

 
**EXHIBIT “E”****LEASE DEED BETWEEN****VITP PRIVATE LIMITED (LESSOR)****AND****SPHERIS INDIA PRIVATE LIMITED (LESSEE)****OPERATING EXPENSES**The Lessee will be the Lessee’s Proportion of the actual expenditure incurred by the Lessor as perthe methodology or procedures mentioned in the Lease Deed together with its Exhibits and Addenda,for the following, which are collectively referred to as the “Operating Expenses”:1. Electricity Charges as per conditions in GTC-4 of Exhibit ‘B’.2. Water Charges as per conditions in GTC-5 of Exhibit ‘B’.3. Diesel Generator Set Running Expenses as per conditions in GTC-6 of Exhibit ‘B’.4. Impositions related to the Property which Includes Property & Municipal Taxes.
 

 
**EXHIBIT “F”****LEASE DEED BETWEEN****VITP PRIVATE LIMITED (LESSOR)****AND****SPHERIS INDIA PRIVATE LIMITED (LESSEE)****LESSOR FIXTURES**Detailed description of Lessor’s Fixtures as and when received shall become Exhibit ‘F’.
 

 
**EXHIBIT “G”****LEASE DEED BETWEEN****VITP PRIVATE LIMITED (LESSOR)****AND****SPHERIS INDIA PRIVATE LIMITED (LESSEE)****LESSEE FIXTURES**Detailed description of Lessee’s Fixtures as and when received shall become Exhibit ‘G’.