LEAVE AND LICENCE AGREEMENT

This leave and license Agreement (“Agreement”) is executed on _______________ (“Execution Date”)
and will be effective from _______________(“Effective Date”):

BY AND BETWEEN

M/S. _____________________________., incorporated under the provisions of Companies

Act,1956/2013 and having its registered office at __________________________________________and
(hereinafter referred to as the “Licensor”, which expression shall unless contrary to and / or repugnant to
the context or meaning thereof, be deemed to mean and include its successors executors, administrators,
legal representatives and permitted assigns), through its authorised representative / signatory Mr. .
_____________________________., of the FIRST PART

AND

Blu-Smart Charge Private Limited, a company incorporated under the Companies Act,2013, and having
its principal place of business at Plot No. 272, 7th Floor, Gulf Adiba, Udyog Vihar Phase 2, Gurugram,
and its registered office at Block -12, A-2, Palladium, Corporate Road, Prahlad Nagar, Ahmedabad,
Gujarat-380015 (hereinafter referred to as “Licensee”, which expression shall mean and include, unless it
be repugnant to the context or meaning thereof, its affiliates, successors and assigns) through its authorised
representative/ signatory Mr. Ashwin Ramaswamy, Chief Operating Officer of the SECOND PART.

Hereinafter the Licensor and the Licensee are individually referred to as a “Party”, and collectively as the
“Parties”.

WHEREAS

A. The Licensor is inter alia running and managing ______________,(hereinafter referred to as the
“Building").

B. The Licensee is inter alia engaged in the business of providing charging infrastructure and services
to entities/third parties which are electric vehicle manufacturers, which operate EVs on lease/license
basis or are engaged in business of providing electric smart mobility platform and services
(“Licensee Business”).

C. The Licensee is desirous of obtaining the privilege of and has approached and applied to the
Licensor for permission of the Licensor for access to and use of ( No. of cars slot ) dedicated
electric car parking slots, collectively having an area of _______ square meters (i.e. _____ square
feet) situated in the basement parking at the building, more particularly detailed under Annexure A
(“Premises”), for the purposes of developing the EV Charging Infrastructure at the Premises and
using and accessing the Premises and such EV Charging Infrastructure for parking and charging of
EVs ; and the Licensor has agreed to accede to this request on the terms and conditions set out under
this Agreement and grants the license and right to develop the Charging Facility and use the
Premises, together with all improvement, appurtenant rights, fixtures, equipment, fitting and
Existing Facilities, common areas and facilities thereat and the right to develop EV Charging
Infrastructure at the Premises (collectively the Premises, along with the fixtures, equipment, fitting,
Existing Facilities and the EV Charging infrastructure, at the Premises referred as “Charging
Facility”), to the Licensee, on the such terms and conditions as contained herein.

D. In view of the aforesaid, the Licensor has represented to the Licensee that the Licensor being the
developer/owner of the building is competent to grant the Premises at the building on license, to the
Licensee for the said Purpose and, in this respect, has represented that (i) the Licensor has the
absolute and rightful possession of and/or sufficiently seized the possession of the building, together
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 with all improvement, appurtenant rights, fixtures, equipment, fitting and Existing Facilities there;
and (ii) has obtained consent from the Owner in relation to the grant of license of the Premises to
the Licensee.

E. This leave and license Agreement is hereby made expressly contingent upon the satisfaction of the
Conditions Precedent set forth in Clause 3.4 (a) below and in the event the Conditions is not
satisfied within a period of 1 month from the date of execution of this agreement, then this
Agreement will automatically stand null and void ab initio and will have no further force or effect.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, MUTUAL COVENANTS AND

PROMISES SET FORTH HEREINAFTER AND FOR OTHER GOOD AND VALUABLE
CONSIDERATION, THE SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THIS
AGREEMENT WITNESSETH AS UNDER:

1. DEFINITION AND INTERPRETATION:

1.1. Definitions

All words and expressions which are in capital letters and are not defined herein shall have the
meaning attributed to them in the relevant clause of the Agreement where they have been defined.
In this Agreement the following words and expressions shall, unless repugnant to the context or
meaning thereof, have the meaning hereinafter respectively assigned to them below:

“Agreement” means this leave and license Agreement including any Schedules or Annexures
hereto, as amended from time to time.

“Applicable Laws” means all laws, brought into force and effect by the Government of India or
any State Government including rules, regulations and notifications made there under, and
judgements, decrees, injunctions, writs and orders of any court of record, applicable to this
Agreement and the Charging Facility and the exercise, performance and discharge of the
respective rights and obligations of the Parties hereunder, as may be in force and effect during the
subsistence of this Agreement.;

“Approvals” means all clearances, licences, permits, authorisations, no objection certificates,

consents, approvals and exemptions required to be obtained or maintained under Applicable Laws
in connection with the construction, operation and maintenance of the Premises, Development
Works and the EV Charging Infrastructure or any part thereof, during the subsistence of this
Agreement.

“Charging Station” means the supply equipment, facility, and installation with the help of which
EVs are charged.

“Charging Point / Gun” means each gun / connector of each of the Charging Station.

“Specifications” means the drawings, designs, specifications, and documents pertaining to the
design and development of the Charging Facility, as determined by the Licensee for the purposes
of the Development Works.

“Development Period” means the period commencing from the Execution Date until the
Commencement Date.

“Development Works” means, all the works which is required to be carried out by the Licensee
for the development, construction, installation, engineering, installation and setting up the
Charging Facility at the Premises, and includes, inter alia, all such all civil and structural works,
electrical works, procurement of equipment/fittings and installations works which the Licensee is
required to undertake for setting up, installation and operation of the EV Charging Infrastructure;

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 completion of the Charging Facility; and for commencement of commercial operations and
Licensee Business at the Premises.

“Electricity Charges” means, collectively, (i) in respect of the , the electricity charges payable by
the Licensee to the Licensor, at actuals, on a monthly basis (sub meter to be provided by the
licensor), calculated on the basis of the actual electricity consumed at the Premises at such tariff
rates, as applicable in the relevant State and (ii) in respect of DG Electricity Facility, the charges
for units consumed on DG Electricity Facility.

“Existing Facilities” means such facilities, fixtures, equipment, installations existing at the
Premises as on the date of execution of Agreement, details/dimensions of the larger premises,
details/dimensions of charging facility area.

“EV Charging Infrastructure” shall mean the functional infrastructure at the Premises for the
charging of EVs including, inter alia, Charging Stations, Charging Points, Make-Ready Stubs,
electrical meter/sub-meters together with the necessary and ancillary installations, works,
facilities, reworks etc. in relation thereto,

“Licensee Fittings” means all the fittings, fixtures, parts, components, equipment at the Premises,
installed by the Licensee for the purpose of or in pursuance of the undertaking the Development
Works, setting up the EV Charging Infrastructure and performance of the Maintenance Services.

“Governmental Authority” means any central, state, local or municipal governmental body; any
governmental, regulatory or administrative agency, commission, body or other authority
exercising or entitled to exercise any administrative, executive, judicial, legislative, policy,
regulatory or taxing authority, jurisdiction or power; or any court or governmental tribunal.

“IPRs” or “Intellectual Property Rights” means on a worldwide basis, all patents, copyrights,
trade secrets, service marks, trademarks, trade names, trade dress, trademark applications and
registrations, internet domain names, design rights, and all other proprietary and intellectual
property rights as may exist now and hereafter come into existence, and all renewals and
extensions thereof, regardless of whether any of such rights arise under any Applicable Law.

“KWh” means kilowatt hours.

“Make-Ready Stub” means, collectively (A) a Charging Station Fixture and (B) electrical
conduit and electrical wiring /earthing from the Charging Station, Distribution Boxes, Junction
Boxes to the Charging Station Fixtures.

“Electric Car Slot” shall mean parking slot at the Premises for the purposes of availing the EV
Charging Infrastructure/facility by the Licensee.

“Unit” mean Kilowatt Hour (kWh).

1.2. Interpretations:

In this Agreement, unless the contrary intention appears:

(a) Words using the singular or plural number also include the plural or singular number,
respectively.
(b) Reference to the word “include” or “including” shall be construed without limitation.
(c) Reference to an “amendment” includes a supplement, modification, novation,
replacement, or re-enactment and “amended” is to be construed accordingly.
(d) An "authorization" includes an authorization, consent, clearance, approval, permission,
resolution, license, exemption, filing and registration.
(e) Reference to a sub-clause of this Agreement shall denote a reference to such sub-clause as
specified.

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 (f) Reference to Annexures and Schedules means the annexures and schedules of this
Agreement.
(g) The index to and the headings in this Agreement are inserted for convenience of reference
only and are to be ignored in construing and interpreting this Agreement.
(h) The words ‘hereof’, ‘herein’, and ‘hereto’ and words of similar import when used with
reference to a specific clause or sub-clause in this Agreement shall refer to such clause or
sub-clause in this Agreement and when used otherwise than in connection with specific
clauses, sub-clauses shall refer to this Agreement as a whole.
(i) The compensation and damages payable by either Party to the other Party as set
forth in this Agreement, whether on per diem basis or otherwise, are mutually agreed and
fixed hereunder by the Parties because of the difficulty of ascertaining on the date hereof
the exact amount of such reduction in value or costs that will be actually incurred in such
event and the amounts specified herein are genuine pre-estimates of the loss and damage
likely to be suffered and incurred by the Party entitled to receive the same and are not by
way of penalty. For avoidance of doubts the payment of such compensation and damages
shall not relieve the Licensor from its obligation, duties, or responsibilities under this
Agreement
(j) Time is the essence in the performance of the respective Party’s obligations under the
terms of this Agreement. If any time period specified herein is extended, then such
extended time shall also be construed to be of the essence.

2. SCOPE OF ARRANGEMENT AND GRANT

2.1. The Licensor hereby agrees to undertake the repairs, paint (wherever required), cleaning, lighting,
water logging/leakage, drain cleaning, other maintenance works like air ducts, sump pumps,
mobile connectivity booster, scrap removal from the driveway and other areas in all basements,
separate exit and entry ramps, etc.by the Commencement Date, in accordance with the terms of
this Agreement.

2.2. The Licensor hereby grants to the Licensee the license and right to use and occupy the Premises
and Charing Facility (i.e. the Premises, EV Charging Infrastructure, together with all
improvement, appurtenant rights, fixtures, equipment, fitting and Existing Facilities, common
areas and facilities thereat), without creating any tenancy rights in favour of the Licensee, with
effect from the Commencement Date until the expiry of the License Term or earlier termination of
this Agreement in accordance with the terms herein.

2.3. The Licensee hereby agrees and acknowledges that, the right to use and access Charging Facility
and Electric Car Slots by the Licensee granted pursuant to the license granted herein shall not be
construed as amounting to transfer of any title, benefit or interest in the Premises at any point in
time.

2.4. The Charging Facility shall be used and/or occupied by the Licensee or any of its customers,
visitors, invitees, affiliates, sub-licensees, authorised partners, contractors, or service providers for
the purposes of carrying out the said Business at the Premises and running, operating and
managing the EV Charging Infrastructure in relation thereto. The Parties further agree that the
Licensee may also use by itself or by sub-licensing to its affiliates/customers/authorised partner,
contractors and/or service providers, the Charging Facility (in whole or in part) for purposes of its
Business or for any purpose ancillary and incidental to the rendering or services and operations of
the EV Charging Infrastructure for the purpose of providing EV charging services. For avoidance
of doubt, it is clarified that Licensee and its affiliates/sub-licensees/customers/authorised partners,
contractors or service providers and their respective employees, servants, representatives, shall
have the right to use the premises for the Charging Facility without any restrictions and
interruptions from the Licensor.

2.5. The Licensee shall pay the monthly License fee to the Licensor, for use and occupation of
premises for its business purpose during the License Term, the Licensor shall not, directly or
indirectly, enter into any contract or arrangement with any other third party or any another EV

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 charging/ EV manufacturing/ EV mobility service company, in this entire premises, which has an
intention to provide EV charging infrastructure and services to any entity engaged in the business
of owing, leasing, operating, managing and/or maintaining EV fleet or EV mobility solutions
platform, create Electric Car Slots or set up EV charging business for captive/public consumption.

2.6. The Licensee shall be solely and exclusively entitled to do all acts and as may be required for the
running, operating and managing the Charging Facility for the purposes of or in furtherance to the
Licensee’s Business including without limitation the following: (i) engagement and employment
of personnel and staff at the Premises; (ii) put up the Licensee or allow its affiliates/
customers/sub-licensees/authorized third parties to put up signages, logos, hoardings etc. on the
dedicated Electric Car Slots and as they may deem fit and in such a manner that it is visible at all
times; and (iii) all other acts and deeds and actions which are relevant and necessary for the
running, operation and management of Licensee Business.

2.7. During the License Term of this Agreement, the Licensor shall not directly or indirectly, through
any representatives or otherwise, solicit or entertain offers from, negotiate with or in any other
manner encourage, discuss, consider or assist any proposal or enter into any arrangement,
understanding or scheme of any nature with any third party in respect of the grant of lease or right
to use, occupy or possess the Premises or for any matter which may affect the ability of the Parties
to consummate the transaction contemplated herein and for carrying out their respective
obligations under this Agreement.

2.8. The Licensor shall not interfere in the operation or management of the Licensee Business or do
any act, deed or thing which renders the running and operation of the Licensee Business unfeasible
or impossible or restrictive in any manner whatsoever. The Licensee shall be entitled to the
peaceful and quiet enjoyment of the Premises during the License Term and any extension thereof
without any interruptions by the Licensor, its agents, servants or any person lawfully claiming
under or in trust for it.

2.9. The Licensor agrees that in addition to the Licensee’s Business, the Licensee shall also be entitled
to utilise the Premises for digital and on-ground advertising of its own business/ associate
company’s business, company’s branding / paint at no additional cost and the Licensor has no
objection in this regard. The Licensee shall return the premises to the Licensor in as good
condition in all respects as the same was at the time of the commencement of this agreement,
except for ordinary wear and tear.

3. DEVELOPMENT WORKS

3.1. Development Plan

(a) The Licensee shall share with the Licensor the Specifications and design, if it is required
by the Licensor.

(b) The Licensee agrees that Development Works shall be undertaken by competent
contractors and sub-contractors and in accordance with Applicable Law. The Licensee
will appoint such contractors, and other design and construction professionals in
connection with the carrying out and undertaking of the Development Works and will
ensure consistency, uniformity, and quality of the Development Works. The Licensee will
be directly and solely responsible for the works of such contractors and shall always keep
the Licensor indemnified from all/any liability arising due to any act, omission,
commission, or negligence by such contractors.

3.2. Development Works and Electricity Connection

(a) Parties agree that for a period of 90 (Ninety) days from the execution of this Agreement or
a period from the execution of this Agreement till the commencement of operations by the
Licensee, shall be considered as development period ("Development Period”) to allow

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 the Licensee for completion of the Development Works, setting up and installation of the
EV Charging Infrastructure at the Premises. The Licensor shall provide a temporary
electricity connection to the Licensee to complete the Development works and the
Licensee shall the pay the bill as actuals. After the end of the Development Period, upon
completion of the Development Works, in accordance with the terms herein and obtaining
the permanent Electricity connection from the Licensor at the Premises, the Licensee
agrees to start the business operations ("Commencement Date”) and start paying License
Fees to the Licensor with effect from the Commencement Date,

(b) The Parties agree and acknowledge that the Licensee will not be liable to pay any fee,
cost, expenses (including, inter alia, the Licensee Fee, and the Water Charges) in respect
of the Premises or development of the EV Charging Infrastructure to the Licensor during
the Development Period. The Licensee shall, during the Development Period, either itself
or through its authorised contractors/ service providers, undertake, develop, and carry out
the Development Works, including the installation of the Make-Ready Stub(s), and the
necessary civil, electrical, plumbing works, installation work related thereto.

(c) The Parties agree that such works and installations shall be carried out and completed at
the Licensee’s own cost and expense.

3.3. Energy Meter:

(a) The Licensor agrees to install a separate dual source energy meters/sub-meters in respect of
the Charging Stations/Charging Points and for other purposes like office, lighting, , wi-fi,
CCTV, fans, and other office use to record the electricity consumption on the main and DG
supply.

3.4. Other Conditions and terms

(a) The Licensor has confirmed to the Licensee that the premises has a spare power load up to
kW to be used by the Licensee for the Charging Facility (_____) and other office use (5
kW) (i.e., for Lighting, Computer, Cameras, Fans etc.) The electricity connection (feeder
panel with required ACB of 1250 Amp in the LT room) shall be provided by the Licensor
and the Licensee shall pay the monthly electricity bill at the prevailing tariff (of discom) to
the licensor on an actual basis before the due date of bill payment by the licensor. The
Licensor also agrees to cooperate with the Licensee if more power load is required in the
future. The Licensor shall arrange DG back up for total power load (i.e., 655 kW). Licensee
will pay for the units consumed at actual meter readings for both main and DG supply. The
Licensor shall provide SLD (single line diagram), existing panel drawing and AutoCad
parking layout to the Licensee to draft a design/architecture of a charging hub.

(b) The Licensor shall arrange DG electricity backup facility ("DG Electricity Facility”) for
both Charging Facility (EV Charging use) and Office connection (Non-EV Charging use) to
provide an uninterrupted power supply to the Licensee. The Licensee shall pay monthly DG
Electricity Facility usage charges on an actual basis (meter reading) to the Licensor at the
rate of Rs. _per unit as mutually agreed by the parties. (Fluctuation in diesel prices to be
considered (escalation & de-escalation) every month and accordingly the rates per unit shall
vary from time to time.

(c) In the event the Licensee requires additional Electric Car Slots and more electricity load
with additional DG backup for enhanced electricity load in the future then the Licensee
shall request the Licensor and the Licensor shall extend full co-operation in this regard and
arrange the same. The License fee for such additional slots shall not be more than the
agreed licensee fee and a separate supplementary agreement to this agreement shall be
signed in this regard.

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(d) The Licensor shall provide sufficient lighting, a separate washroom, maintain sewage line,
thorough cleaning of premises, running of fans / blowers/air ducts at regular intervals, clear
entry & exit gates / ramps throughout, clean, dry and whitewashed walls, inodorous
premises, safe noise level, proper air circulation, uninterrupted mobile connectivity etc. in
basement level 2 of the building where the Premises is situated. The Licensee shall be
allowed to make a temporary office structure for its staff members in the Premises.

(e) The Licensor shall provide water connection / supply point in the basement level 2 as
required by the Licensee, at no additional cost to the Licensee, however the Licensee shall
be liable to pay water consumption charges, at actuals to the Licensor or the competent
Authority, as the case may be.

(f) The Licensor hereby agrees and undertakes to assist and co-operate, including but not
limited to execution of the necessary documents / NOC or other documentation formality
required by electricity distribution company, with the Licensee to obtain fresh electricity
connection from the relevant authority / electricity distribution company under EV
Charging Category for EV Charging Facility, at the cost and expense of the Licensee in the
future, if allowed by the electricity distribution company. The Licensor shall have no
objection in giving access of their substation, transformer, other electrical apparatus, LT
panel room to the licensee under competent authority jurisdiction and for the staff of
electricity distribution company to make power load available to the licensee from the spare
power load, if available at the licensor’s premises.

(g) The Licensee and its employees, servants, representatives, customers, visitors and invitees
shall have the right to use the Premises in accordance with the terms and conditions of this
agreement without any restrictions and interruptions from the Licensor or his/her
representatives, heirs or any person claiming through the Licensor.

(h) The Licensee shall permit the Licensor and his/her agents to enter the Premises for the
purpose of inspection and maintenance of services or for any other purpose connected
therewith to the Licensor and his/her agent by giving a prior intimation to the Licensee.

(i) The Licensee has no right to mortgage the said Premises

(j) That the Licensee shall ensure that all the operational activities at the Premises should be
carried out in such a manner that there is no inconvenience to other occupants / tenants of
the building. There should not be any disturbances or demonstrations by workmen / labour /
contractor / engineer and any third party hired by the licensee within the precincts of the
premises/ larger premises.

(k) The Licensee at its own cost / arrangements shall install as many EV Chargers (AC and
DC) as necessary to charge the vehicles (own fleet and EVs of our associates/customers)
and run the business.

(l) The Premises shall be used by the Licensee to set up Charging Facility and Electric Car
Slots for Electric Cars to run 24/7 business operations. The Licensor shall not have any
objection with the Licensee to running round the clock operations and movement of the
vehicles (entry & exit). The personal vehicles of the staff of the Licensee shall also be
allowed to be parked in the Premises. (no extra space required so no additional cost /
Parking charges) The Licensee shall be permitted to do civil, electrical and fabrication
works including drilling in the floor or wall to set up EV charging stations or related work
however the Licensee must ensure that while executing such works no damage is caused to
the structure, property and/or any other equipment installed by the Licensor in the Premises
and if any such damage is caused then the Licensee will be responsible to make good the
said loss, damage and restore the premises at its own cost and expenses.

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 (m) The Licensor shall ensure that there is no water logging, leakage or overflowing of water in
the Premises as it could cause damage to the EV Charging Infrastructure at the Premises,
electrical system, EV chargers and pose a risk of electrical shock and fire. The Licensor
shall always keep sump pumps in a working condition and cleaning of the drains, pipes,
valves, tanks, overhead pipes would be in the scope of the licensor during the term of this
Agreement. The Licensor shall take immediate action to fix any such problem faced by the
Licensee so that there is no operational risk and business loss to the Licensee.

(n) There should be a suitable fire detection system and firefighting equipment, including fire
hydrants installed by the Licensor in the Premises and the Licensor shall follow SOPs for
fire prevention, detection, and control. Also, fire suppression equipment and smoke
detection & ventilation system should be in place at the Premises. The Licensor shall
always provide valid NOC of the lifts and fire to the Licensee.

4. GENERAL OBLIGATIONS AND COMPLIANCE

4.1. The Licensee shall ensure to complete the Development Works at the Premises without causing
any damage, of whatsoever kind or nature to the structure of the premises and equipment installed
therein. Further, the EV Charging Infrastructure is to be designed, equipped, installed, and fitted
out by the Licensee in accordance with the Specifications.

4.2. That the Licensor shall maintain the premises given to the Licensee in a workable condition and
shall arrange proper lighting, maintenance of common area, repairs (if required), whitewash,
proper entry and exit gates& ramps, reserved, or dedicated Electric Car Slots, clear driveway etc.

4.3. The Licensor shall fully cooperate in providing more space to the Licensee in case of expansion of
business with flexible terms.

4.4. The Licensor shall co-operate and assist the Licensee in getting NOC / licenses such as Fire and
other NOC from the concerned Government Authority (if required separately) at the cost and
expenses of the Licensee so that to enable the Licensee to run its business activities
uninterruptedly.

5. COVENANTS OF THE LICENSEE

5.1. The Licensee shall permit the Licensor and his/her agents to enter the Premises for the purpose of
inspection and maintenance of services or for any other purpose connected therewith subject to
the Licensor and its agent.

5.2. The Licensee shall use the Premises for its business activities, office/staff/guest/visitor purposes
only where in the additional usage would be charged and shall not carry on or permit to be
carried on the premises or in any part thereof any activities which shall be or are likely to be
unlawful, obnoxious or of nuisance, annoyance or disturbance to neighbours or shall not
store any goods of hazardous or combustible nature or which are heavy so as to affect the
construction or the structure of the Premises or any part thereof or shall not in any manner
interfere in its common use.

5.3. Upon expiry or sooner termination of this Agreement on any ground or for any reason
whatsoever, the Licensee shall be entitled remove and/or caused to be removed itself and its staff
members occupying and/or using the Premises and its respective belongings, chattel, articles and
things from the Premises after clearing the dues of the licensor and in case any undisputed
charges, dues remains unpaid then Licensee shall not be entitled to remove its and/or its staff
respective belongings as stated above until clearance of all such dues and the Licensor shall have
the first charge over all such belongings in premises and shall also have right to sell/dispose such
belongings (upto the extent of dues) in order to recover its dues. The Licensee shall vacate the
premises after clearing all undisputed dues of the licensor and shall restore the premises in the

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 same condition as it was taken from the Licensor at time of execution of this agreement, however,
the reasonable wear and tear of the premises excepted.

5.4. The Licensee shall be at liberty to install at its own cost any number of telephone connections,
internet connections, computers, printers and other electronic devices / equipment and deploy
security services that may be required for its business and/or related to the Licensee Business.
The Licensee shall not be liable to deploy any security guard at main entry/exit gate or ramp of
the building.

5.5. The Licensee shall also use its own Charging Management System (CMS) and metering system
to measure the metered value of unit (kWh) delivered for charging facility and office use and
shall reconcile the values with the Licensor’s metering on monthly basis.

6. MAINTENANCE SERVICES

6.1. The Licensor undertakes to perform and provide, either through itself or through any authorized
third party or nominee, the services, and facilities in relation to the upkeep, operation and
maintenance of and undertake all repairs, up gradations, restorations, replacements and ancillary
services in relation to the Existing Facility, fitting and fixtures at the Premises, including, inter
alia, the DG Facility for electricity back-up. The Licensor shall be solely responsible for all
repairs, up gradations, restorations, replacements, and ancillary services in relation to upkeep and
maintenance of the DG Facility.

6.2. In case the Licensee determines that the Existing Facilities or any of the infrastructure, services or
facilities at the Premises provided by the Licensor to the Licensee under this Agreement, require
upgradation, modification, repair or are defective, deficient, and not fit for the purpose of carrying
out the Licensee Business at the Premises or any water logging, water leakage issues arises at the
Premises (“Defect”), then the Licensor will be responsible for undertaking the requisite
replacement, upgradation, repair and modification to cure such Defect (“Defect Repair Works”)
at its own cost, within a period of 7 (seven) days from an intimation to occurrence of such Defect
by the Licensee. .

6.3. In the event, the Licensor does not (i) undertake the Defect Repair Works within the time period
specified above, the Licensee will have the right to get such Defect Repair Works done by a third
party contractor, at the risk, expense and cost of the Licensor and the Licensor, hereby, agrees that
the Licensee will have right to deduct the same from any payment due from the Licensee under the
terms of this Agreement (including, inter alai, on account of the Licensee Fee, Electricity Charges
etc.)

6.4. The Licensee shall maintain the exterior of the said dedicated Electric Car Slots area in good
presentable state and the Licensor shall permit the Licensee to put up, affix and display sign board
of reasonable size in conformity with the other existing sign boards in the dedicated Electric Car
Slots area without any extra fee subject to the payment of such taxes (if any) as may be levied by
the Municipal Authorities in this regard.

7. SECURITY DEPOSIT

7.1. The Parties acknowledges that the Licensee shall pay a sum of INR
_________(_________________) equivalent to ( no. of months) months’ License Fees as an
interest free refundable security deposit (“Security Deposit”) to the Licensor in three equal
tranches (first tranche- on signing of the agreement, second tranche- after 30 days of signing of
the agreement and final tranche after 60 days of signing of the agreement or on commencement
of the operations, whichever is earlier). That on expiry of the term or upon earlier termination of
this agreement, the aforesaid security deposit shall be refunded by the Licensor to the Licensee
within 10 business days of such expiry or termination, after adjusting dues towards unpaid license
fee, and undisputed Electricity Charges and upon receipt of vacant premises in the same
condition as it was granted except normal wear and tear. If the Licensee has caused major

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 damages to the Premises, then the Licensee shall take necessary steps to bring the Premises to its
original shape at its own cost and expenses. There shall be no escalation on the security deposit.
The Licensor shall provide a post dated cheque to the Licensee for this amount.

8. LICENSE FEE

8.1. License Fee:

In consideration of the Licensor granting to the Licensee the exclusive right and the license to use
and access the Premises and setting up of Charging facility and providing Maintenance Services in
accordance with the terms of this Agreement, the Licensee shall pay to the Licensor, with effect
from the effective date, a monthly license fee for each Electric Car Parking Slot for an amount
equivalent to INR ___________ (___________) multiplied by __ (No. of cars) Electric Car
Parking Slots (Total amount INR __________ ((Rupees ________) agreed to be utilised between
the Parties (“License Fee”).For avoidance of doubt, it is clarified that the License Fee shall be
inclusive of the fee, cost and expenses towards the Maintenance Services. The Parties agree that
the License Fee shall be fixed and firm for the initial 3 years of the License Term and will be
revised upward by 15% after every 3 years thereafter for the remainder duration of the Term . The
Parties agree that the License Fee is exclusive of GST and the Licensee shall be liable to bear and
pay the GST and all other taxes, as imposed by the Government Authority(ies).

8.2. Invoicing and Payment:

(a) The Licensor agrees and undertakes to issue separate monthly invoices on 1st of every
calendar month towards the License Fee, payable by the Licensee to the Licensor for the
immediately preceding calendar month (“Invoices”). Within 10 (Ten) Business Days
from the date of receipt of Invoices from the Licensor, the Licensee shall pay the monthly
License Fee as stipulated in the relevant Invoices along with the applicable GST, to the
Licensor through cheques / RTGS/ NEFT. However, if there is any unintentional delay in
payment of License Fee due to some inadvertent error or malfunctioning of the
accounting process, software and procedures of the Licensee, the Licensor shall accept the
delayed payment towards the relevant Invoices without any objection and the acceptance
thereof will constitute a waiver of the Licensee’s right to make any claim in respect of the
delayed payment of the License Fee. However, if there is an intentional delay in the
payment by the licensee then any payment owed which is not paid when due and payable
shall bear an interest from the date due until realization at an annual rate equal to twelve
percent.

(b) All payments under this Agreement will be subject to applicable taxes (with applicable
surcharge and cess, if any) and deduction and deposited with the authorities in accordance
with the Applicable Laws of India. Both Parties herein agree to bear taxes on their
respective incomes, revenues and/or borrowings.

8.3. Electricity Charges:

(a) From Commencement Date, the Licensee shall be responsible to pay to the Licensor the
Electricity Charges in respect of the Units consumed by the Licensee in furtherance of the
Licensee Business at the Premises, at actuals. The Licensor shall on 1st of every calendar
month raise a reimbursement invoice on the Licensee in respect of the Electricity Charges
paid by the Licensor for the previous calendar month together with the copy of the
electricity bill for the previous month and the receipt of the payment made by the
Licensor in respect of the same. The Licensee shall make payment towards the Electricity
Charges as stipulated in the invoice within a period of 10 (Ten) Business Days from the
date of receipt of the aforesaid invoice and supporting document in respect of the
Electricity Charges. For avoidance of doubt, it is clarified that the Licensee shall not be

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 under an obligation to (i) make payment towards the aforesaid invoice for Electricity
Charges if the same is not accompanied with a copy of the electricity bill and the payment
receipt; (ii) make payment towards any surcharge / penalty for late payment by the
licensor of any previous electricity bill.

(b) In the event the Licensee, based on its internal records and data, is of the view that the
Electricity Charges mentioned in the invoice and the electricity bill is incorrect, then the
Licensee shall provide to the Licensor the documents, information and data relied on by
the Licensee in arriving at such determination and shall pay to the Licensor only the
amount of Electricity Charges which is due as per the such records, information and data
of the Licensee. The Licensor agrees that it shall be the responsibility of the Licensor to
take up the inaccuracy and incorrectness of the electricity bill with the Electricity
Supplier/DISCOM and the Licensee shall provide all necessary support, cooperation,
document, and information to the Licensor in this regard.

8.4. Other Payment Covenants:

(a) The Licensor shall always ensure timely payment of electricity bill and agrees to fully
indemnify the Licensee for all damages, claims or penalties suffered by it due to late
payment or penalty or fine imposed on account of late, deficient or non-payment of the
same.

(b) The Licensor hereby agrees and undertakes that as of the Effective Date there are no
outstanding electricity charges, other charges due and payable in respect of the dedicated
Electric Car Slots area of the Premises.

(c) The Licensor shall be responsible to pay the Governmental Authorities all taxes, cess
and/or levies related to the building. However, any taxes, cess and/or levies associated
with the Licensee Business shall be borne by Licensee.

(d) The Licensor shall always ensure that payment of all past, present and future commercial
property taxes (including local or municipal taxes) in respect of the Premises have been
paid and/or will be paid on time however the liability of payment of any municipal taxes
w.r.t. boards/hoardings placed by the Licensee with respect to its business in said
premises shall always be of Licensee.

9. TERM AND TERMINATION

9.1. Term:

This Agreement shall be effective from the execution date hereof and shall be valid for a period of
60 months commencing from _____ Nov,2022 (“License Term”), unless terminated earlier in
accordance with this Agreement. The Parties agree that the Parties may mutually renew the license
granted herein for a further term (extendable up-to another 5 years). On such renewal, the Parties
shall execute separate leave and license agreement on same terms as contained herein.

9.2. Lock-in:

The Parties agree that the initial period of 36 months of the License Term, commencing from
_______Nov,2022 shall be a lock-in period (“Lock-in Period”), during which neither the
Licensor nor the Licensee shall have the right to terminate this Agreement for any reasons
whatsoever. In the event, the Licensee wishes to terminate this Agreement during the Lock-in
Period except for termination on account of breach of the Licensor, then the Licensee shall be
liable to pay only the License Fee for the rest of the period of balance Lock-in Period. Similarly, if
the Licensor wishes to terminate the Agreement before the end of the `Lock-in-Period except for
termination on account of breach by the Licensee, the Licensor shall be liable to pay to the

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 Licensee the License Fee for the rest of the period of balance Lock-in Period or paying an amount
equal to the Security Deposit, whichever is more, and for the actual interest free security deposit
with the licensor consequences provided in Clause9.6 (a) shall follow.

9.3. Termination for Convenience:

After the expiry of the Lock-in Period, either Party may terminate the Agreement by giving a prior
written notice of 90 (ninety) days in this regard. On expiry of the said period of 90 (ninety) days
or any extended period as may be mutually agreed in writing between the Parties, the Licensee
shall clear the dues of the Licensor and shall hand over the peaceful and vacant possession of the
Premises to the Licensor with reasonable wear and tear excepted and thereafter the Licensor shall
remit the security deposit to the licensee, after adjusting dues, if any within 10 business days. If
the Licensor fails to refund the IFRSD or any part thereof to the Licensee, the Licensee shall hold
the said Premises as Security and will not be liable to pay the licensee fees and other charges from
that date till the date of the refund of the full Security Deposit with interest to the Licensee. In
addition to allowing the Licensee to continue to remain in possession of the said premises as
aforesaid, the Licensor shall also pay interest on the Security Deposit at the rate of 12% per annum
from the date the Licensee was ready to handover the possession till the full refund. Such overstay
by the Licensee in the Premises shall not constitute any default or breach under this Agreement.

9.4. Licensor Event of Default:

The occurrence of any of the following events/acts, or any other ground for termination provided
elsewhere in this Agreement, shall constitute good cause for the Licensee at its option and without
prejudice to any other rights or remedies provided for hereunder or by law or equity to terminate
this Agreement by giving a notice in writing to the Licensor (“Licensor Event of Default”). Such
notice shall specify the default(s) committed by the Licensor and shall set out the period not
exceeding 20 (Twenty) days for the Licensor to cure or remedy the breach or default (if capable of
being remedied or cured) resulting in the Licensor Event of Default (“Licensor Cure Period”),
failing which the Licensee shall be entitled to terminate this Agreement with immediate effect. If
the Licensor is unable to cure and/or remedy the breach or default within the Licensor Cure
Period, the Licensee may at its sole discretion extend the Licensor Cure Period for curing such
breach. The Licensor’s Events of Default are listed as under:

(a) if the Licensor is having a receiver or manager appointed on any part of its undertaking
or assets or in the event of the bankruptcy or liquidation of the Licensor’s License; or a
valid application, as determined by Licensee, is made or an action is initiated with a
view to cancelling its registration or appointing a liquidator or other officer to
investigate any of its affairs, pursuant to any Applicable Law; it is unable to pay its
lawfully accrued debts as and when they fall due; or circumstances exist which would
enable the court upon application to order its winding up in accordance with Applicable
Law;
(b) if the employees, representatives, contractors, directors or key managerial person(s) of
the Licensor are alleged to have committed a serious offence, which would, in the
unfettered opinion of Licensee, bring the Licensee, its Brand name or the Licensor into
bad repute.
(c) in the event the Licensor or its Staff, employees, representatives, contractors,
consultants, argents carries out or permits to be carried out an illegal or unethical
activity which would, in the unfettered opinion of the Licensee, bring the Licensee, its
Brand name or the Licensee into bad repute;
(d) an event occurs expressly entitling the Licensee to terminate this Agreement under any
other provision of this Agreement.
(e) the Licensor fails to comply with any material term of this Agreement.
(f) the Licensor breaches any covenant, agreement or obligations contained in this
Agreement, or imposed by Applicable Law/Applicable Permits to be observed and
performed by the Licensor.

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 (g) if Licensor, it’s employees or representatives, fail to comply with the Applicable Laws,
rules and regulations.
(h) if any representation made or warranties given by Licensor under this Agreement are
found to be false or misleading to the extent that they cause any form of damage, losses
or result in insufficiency of provision of Licensor’s Services to the Licensee.
(i) if the Licensor suspends or fails to provide unfettered and uninterrupted access to the
Charging Facility.

9.5. Licensee Event of Default:

The occurrence of any of the following events/acts shall constitute good cause for the Licensor at
its option and without prejudice to any other rights or remedies provided for hereunder or by law
or equity to terminate this Agreement by giving a notice in writing to the Licensee (“ Licensee
Event of Default”). Such notice shall specify the default(s) committed by the Licensee and shall
set out the period not exceeding 20 (Twenty) business days for the Licensee to cure or remedy the
breach or default (if capable of being remedied or cured) resulting in the Licensee Event of
Default (“Licensee Cure Period”), failing which the Licensor shall be entitled to terminate this
Agreement with immediate effect. If the Licensee is unable to cure and/or remedy the breach or
default within the Licensee Cure Period, the Licensor may at its sole discretion extend the
Licensee Cure Period for curing such breach. The Licensee Event of Default are listed as under:

(a) If the Licensee is unable to pay its debts or is having a receiver or manager appointed on
any part of its undertaking or assets or in the event of the bankruptcy or liquidation of
the Licensee; or a valid application, as determined by Licensee, is made or an action is
initiated with a view to cancelling its registration or appointing a liquidator or other
officer to investigate any of its affairs, pursuant to any Applicable Law; it is unable to
pay its lawfully accrued debts as and when they fall due; or circumstances exist which
would enable the court upon application to order its winding up in accordance with
Applicable Law; and

(b) In the event the Licensee fails to make timely payments towards the undisputed amount
of Invoices in respect of the Licensee Fee and Electricity Charges which remains unpaid
by the Licensee after their acceptance.

9.6. Effect of Termination:

(a) Upon the termination of this Agreement for reasons specified in Clause 9.2, 9.4 or 9.5
above: (i) Licensee shall peacefully remove itself from the Premises together with all the
Licensee Fittings (ii) the Licensee shall deliver the possession of the Premises to the
Licensor in similar condition in which it is let out subject to wear and tear; (iii) and the
Licensor shall remit the amount of Security Deposit to the Licensee within 10 business
days.

(b) Upon the termination of this Agreement for reasons specified in Clause 9.4 or 9.5 above,
in addition to the consequences which shall be followed under Clause 9.6 (a) above, the
defaulting party shall pay to the non-defaulting party liquidated damages for an amount
equivalent to the amount of Security Deposit or an amount equivalent the Licensee Fee,
payable by the Licensee to the Licensor during the last 2 months immediately preceding
the effective date of termination of this Agreement, whichever is more.

9.7. Survival of Rights:

The termination of this Agreement for any reasons whatsoever shall not affect those provisions of
this Agreement, which are intended, whether expressly or otherwise, to survive such termination.

10. REPRESENTATIONS AND WARRANTIES

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10.1. Each Party represents and warrants to the other Party that:

(a) it has the requisite power and authority to enter and perform this Agreement. This
Agreement constitutes binding obligations in accordance with its terms.

(b) it has not done, executed or performed any act, deed or thing or suffered anything whereby
any of the Parties may be prevented from entering into/ executing the Agreement and
transaction contemplated thereunder.

(c) the execution, delivery and the performance by the Party of this Agreement will not,
conflict with or result in any material breach of or default (with or without notice or lapse of
time, or both) under any law or order applicable to the Parties; and

(d) it undertakes to notify other Parties, in writing, if they become aware of any fact, matter or
circumstance (whether existing on or before the date of this Agreement or arising
afterwards) which would cause any of the Party’s representation and warranties, to become
untrue or inaccurate or misleading in any material respect.

10.2. In addition to the representations and warranties given by the Licensor herein this Agreement, the
Licensor further represents and warrants to the Licensee that:

(a) except as specifically acknowledged and agreed herein, the Premises is free from all
impediments, restrictions, Encumbrances, liens of any nature whatsoever, including but not
limited to, previous sale, gift, mortgage, lease, claims, demands, orders, judgment or any
notifications or violation of any Applicable Law; and there are no legal, quasi-legal,
administrative, arbitration, mediation, conciliation or other proceedings, claims, actions or
governmental investigations of any nature pending or, threatened against or with respect to
the Premises and Mall and there is no order restraining the Parties under any said suit or
otherwise from dealing with the Premises and Mall and the Licensor assures the Licensee
that the rights to be acquired by the Licensee under this Agreement shall not be affected in
any manner; and

(b) during the License Term of this Agreement, the Licensor shall not directly or indirectly,
through any representatives or otherwise, solicit or entertain offers from, negotiate with or
in any other manner encourage, discuss, consider or assist any proposal or enter into any
arrangement, understanding or scheme of any nature with any third party in respect of the
Premises or for any matter which may affect the ability of the Licensee and the Licensor to
consummate this Agreement.

10.3. Each Party hereby indemnifies and shall keep indemnified the other Party, its affiliates, agents,
employees, directors, officers, shareholders, subsidiaries, divisions, contractors, successors and
assigns from and against all claims, liabilities, losses, costs, damages, legal costs in connection
with a demand, action, arbitration, or other proceeding arising directly or indirectly as a result of
or in connection with or related to inter alia, any breach of terms of this Agreement; any Event of
Default done by the such Party; any negligent act or omission, default or misconduct of such
Party or its representatives, employees, agents, servants, contractors in performing any other of its
obligations under this Agreement; any warranty, promise or representation made by either Party or
any of its employees, agents, or other persons acting on such Party’s behalf which is beyond the
scope of or permitted by the other Party; and/or breach of statutory duty, of or by either Party, or
its directors, employees, agents or contractors.

11. INTELLECTUAL PROPERTY RIGHTS

Each Party undertakes that it shall not use any branding, confidential information, Intellectual
Property Rights (including but not limited to logo, registered/ unregistered trademark etc.) of other

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 Party in any way whatsoever whether on its website, mobile application, premises, official
communications print, or electronic format without the prior written consent of other Party in this
regard. The Parties to the Agreement shall own their respective Intellectual Property Rights. The
Parties to the Agreement shall inform the other party of any unauthorized, improper or misuse of
the Intellectual Property Rights by any third party, which is owned by such other party. Neither
party shall remove nor destroy any copyright notices, trademarks or other proprietary markings on
the services, software, documentation, marketing material or other materials related to the services
of the other Party.

12. NOTICES

All notices, consents, waivers and other communications under this Agreement must be in writing
and will be deemed to have been duly given when (a) delivered by hand (with written
confirmation of receipt); or (b) when received by the addressee, if sent by a recognized overnight
delivery service (receipt requested), in each case to the appropriate addresses set forth below (or to
such other addresses as a Party may designate by notice to the other parties):

If to the Licensor:

Name: __________________(Mr. _______________)

Address
Phone No.:
E-mail:

If to the Licensee:

Name: Blu-Smart Charge Private Limited

Gurgaon Address: Gulf Adiba, Building No. 272, Udyog Vihar, Phase 2,
7th Floor, Gurugram-122008
Registered Address: Block -12, A-2, Palladium, Corporate Road, Prahlad
Nagar, Ahmedabad, Gujarat-380015
Phone No: 70424 06677
Fax No.:
E-mail: [email protected], gaurav.kharbanda@blu-
smart.com

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1. This Agreement shall be governed by the laws of India. Subject to Clause 13.2 below, the courts
and tribunals of New Delhi have exclusive jurisdiction to settle any dispute arising out of or in
connection with this Agreement (including any disputes regarding the existence, validity, or
termination of the Agreement).

13.2. If any dispute, controversy, or claim arises under, out of, or in relation to this Agreement,
including any dispute concerning the formation, construction, interpretation, or breach of this
Agreement, then such dispute shall at the first instance be attempted to be resolved through mutual
good faith consultations. If the dispute is not resolved in this manner within forty-five (45) days of
either Party sending a notice in this regard to the other party of such dispute, then the dispute shall
be resolved by a sole arbitrator jointly appointed by both the Parties under the provisions of the
Arbitration and Conciliation Act 1996 and the award made in pursuance thereof shall be final and
binding between parties. The seat and venue of the arbitration proceedings shall be New Delhi.

14. RESTRICTIVE COVENANTS

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14.1. During the Lock-in Period, the Licensor agrees that it will not enter into any arrangement/
agreement/ transaction with any third party with respect to any sale or purchase of, creation of any
charge on the dedicated Electric Car Slots area (leased out area to the licensee), except with the
prior written consent of the Licensee. Such consent by the Licensee will not be withheld in the
event the Licensor ensures that such transfer to the third party (“Proposed Transferee”) is subject
to (i) the leave and license of the Premises in respect of Charging Facility and EV Charging
Infrastructure granted to the Licensee under this Agreement; and (ii) cause such Proposed
Transferee to recognize the rights of the Licensee under this Agreement in respect of the Charging
Facility by and issue a letter to the Licensee agreeing to be bound by all the terms of the
Agreement or by entering into a novation agreement. In addition, the Licensor agrees not to take
any action in respect of the Charging Facility i.e. either the Premises or the EV Charging
Infrastructure in any manner including entering in to (either directly or indirectly) any lease,
license, agreement in respect of the same with any third party or apply for any
approval/consent/permissions for construction or undertake any construction on the Premises,
whereby the entitlements of the Licensee in the Premises and as contemplated herein be
prejudicially affected.

14.2. The Licensee agrees that in the event the (i) Licensor transfers the Premises or any part thereof
(area leased out to the licensee) or has direct or indirect impact on the business operations of the
licensee or contravention to the terms of this Agreement; or (ii) the Proposed Transferee refuses to
enter into a novation or fresh agreement (on the same terms and conditions) or does not provide a
letter agreeing to be bound by the terms of this Agreement; (iii) Licensor is unable to meet its debt
commitments resulting in the lender taking any legal recourse and action against the Licensor
/taking possession of the Premises, in addition to the other rights and remedies available to the
Licensee under law, in contract or in equity, then the Licensor shall be liable to pay to the
Licensee the genuine pre-estimated liquidated damages of an amount equivalent to 2 (X) License
Fee for the balance period of the License Term or 2 (X) of the Security Deposit Amount,
whichever is more.

15. ASSIGNMENT AND SUB LEASE/LICENSE

15.1. Without prejudice to the generality of the above, the Parties further agree that the Licensee may
also use by itself or by sub-licensing to its affiliates/subsidiaries/associate companies/group
companies and/or outsource to third parties, the Charging Facility (i.e. the Premises, the EV
Charging Infrastructure or any part thereof) for purposes of undertaking and carrying out the
Licensee Business at the Premises by utilising the EV Charging Infrastructure (whether in whole
or in part) or any other activity ancillary and incidental to the leave and licence granted under this
Agreement. Licensor cannot assign the rights, obligations, and entitlements under this Agreement
to any third party without the prior approval of the Licensee.

16. FORCE MAJEURE

16.1. The Licensee shall not be liable for any loss, damage or additional expense in respect of the
Premises arising out of and in relation or as a result of any event which could not have been
reasonably foreseen, or the consequences of which could not have been reasonably avoided by
Licensee, even with the exercise of all due care, including an act of God, fire, casualty, flood,
failure of public utilities, injunction or any act, exercise, labour or civic unrest, assertion or
requirement of any governmental authority, pandemic, epidemic, any government order or change
in regulation/law which renders the Licensee incapable of performing the obligations under this
Agreement, strikes, commotion, unrest, war or threat of war, terrorist activity, industrial disputes,
natural or man-made disaster, adverse weather conditions and all similar events outside the
Licensee's control (“Force Majeure Events”).

16.2. Upon the occurrence of the Force Majeure Event, the Licensee may give to the Licensor a written
notice of such event within 15 days after the occurrence or presence of such conditions and in that
event, the performance of such obligations/ covenants shall be suspended during the period Force
Majeure Event continues and no consideration/ payment amount, as payable under this

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 Agreement, will be payable by the Licensee to the Licensor during such period. The Party affected
by the Force Majeure shall exercise reasonable diligence to seek to overcome the Force Majeure
event. If a Force Majeure Event occurs, the License Term of this Agreement shall get
automatically extended in proportion to the time during which the Force Majeure circumstances
continued. Further, if the Force Majeure Event continues for more than 3 (Three) months, the
Parties shall hold further negotiations to find acceptable alternative ways of fulfilling obligations
under this Agreement and mutually agree on the revised terms on continuation of this Agreement
or the parties shall have the option to terminate this Agreement.

17. MISCELLANEOUS

17.1. Relationship

The Parties to this Agreement are independent contractors entering into this Agreement freely of
their own volition. Nothing contained or implied in this Agreement shall constitute or be deemed
to constitute a partnership or agency between the Parties hereto and none of the Parties hereto shall
have any authority to bind, commit, act, create obligation or make any representations on behalf of
the other Party.

17.2. Severability

If anything in this Agreement is unenforceable, illegal or void then it is severed, and the rest of
this Agreement remains in force.

17.3. Waiver

A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or
right. The exercise of a power or right does not preclude either its exercise in the future or the
exercise of any other power or right. A waiver is not effective unless it is in writing. Waiver of a
power or right is effective only in respect of the specific instance to which it relates and for the
specific purpose for which it is given.

17.4. Injunctive Relief

This Agreement shall be specifically enforceable at the instance of any Party. The Parties agree
that a non-defaulting Party will suffer immediate, material, immeasurable, continuing and
irreparable damage and harm in the event of any material breach of this Agreement and the
remedies at law in respect of such breach will be inadequate (each Party hereby waives the claim
or defence that an adequate remedy at law is available) and that such non defaulting Party shall be
entitled to seek specific performance against the defaulting Party for performance of its
obligations under this Agreement in addition to and without prejudice to its rights to claim losses
and any other rights available to it under this Agreement or under the process of law or any
equitable remedies available to it.

17.5. Language

This Agreement is made in the English language and any notice, demand, communication or
documentation (including technical documentation, reports, financial statements, books of
accounts) to be sent/prepared pursuant to the provisions of this Agreement shall be prepared in
English language.

17.6. Survival

Each obligation, which expressly survives or can survive the end of the License, continues in force
despite the termination of this Agreement and the end of the License.

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17.7. Counterparts

This Agreement may be executed in one or more counterparts, and each such counterpart will be
deemed to be an original copy of this Agreement and all such counterparts, when taken together,
will be deemed to constitute one and the same agreement.

17.8. Entire Agreement

This Agreement constitutes a complete and exclusive statement of the terms of the agreement
between the Parties with respect to its subject matter and supersedes all prior agreements, whether
written or oral, between the Parties with respect to its subject matter. This Agreement may not be
amended except by a written agreement executed by all the Parties.

17.9. Stamp duty and Registration

The Agreement for the Premises shall be registered or notarised and the charges pertaining to the
same and registration charges and stamp duty shall be borne by both the parties in equal
proportion. Costs and expenses incurred by each Party in relation to the negotiation, preparation
and execution of this Agreement shall be borne at their own.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE SET AND SUBSCRIBED THEIR
RESPECTIVE SEAL AND SIGNATURE TO THESE PRESENTS ON THE DAY, MONTH AND
YEAR FIRST ABOVE WRITTEN IN THE PRESENCE OF THE FOLLOWING WITNESS:

Signed, sealed, and delivered by, for and on Signed, sealed, and delivered by, for and on
behalf of the Licensor behalf of the Licensee

______________________ ______________________
Name: Name: Ashwin Ramaswamy
Designation: Designation: Chief Operating Officer (COO)

Witnesses
1. 2.

Name: Name:
Address: Address:

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 ANNEXURE A

Part A

Details& Layout of The Larger Premises (Basement Level of the building)

Part B

Details& Layout of The Premises (Dedicated Electric Car Slots Leased Out to
The Licensee in Basement Level, Pin code)

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