Master Lease Agreement

MASTER LEASE AGREEMENT

This Lease Agreement (the “Agreement”) is made and effective [DATE],

BETWEEN: [*] (the "Lessor"), a corporation organized and existing under the laws of the Emirates of Ras Al Khaimah, United Arab Emirates, with its head office located at 2nd Floor, Time Travel Building, Oman Street, Ras Al Khaimah. Represented by Dr Bhushan Sainani, an Indian national holding passport number [*]

AND: [*] (the "Lessee"), a corporation organized and existing under the laws of the Ras Al Khaimah, United Arab Emirates, with its head office located at [*]. Represented by Mr. P.K. Sasi Dharan, and Indian national with passport no [*].

RECITALS

A. Lessor owns and holds exclusive management rights to the following described real estate residential and commercial property:

[*] Tower, a mixed use development with a total number of [*] residential and commercial units, the “Facility”

B. Lessee is a professional property management company and having tie-ups with tourism company(s) to rent and operate the Facility very effectively for high yield of rentals, the “Tourism Business”.

C. Lessee has approached the Lessor to rent a substantial portion of the rentable area in the Facility for purpose of subletting it to tourism company(s) to accommodate guests on short term basis.

D. Lessor has consented to the same and desires to lease certain units in the Facility to the Lessee on the terms and conditions agreed hereinafter in this Agreement.

In consideration of the mutual covenants contained herein, the parties agree:

1. INTERPRETATIONS

In this Agreement unless the context otherwise requires, the following definitions apply;

1.1 AGREEMENT This lease Agreement for Units Subject to Lease and Units Subject to Further Lease to be leased by the Lessor to the Lessee.

1.2 FACILITY Union Tower, a mixed use development, as defined in preamble clause A as detailed in Schedule I.

1.3 UNIT SALEABLE AREA the floor area exclusively allocated to a Property Unit comprising the area contained within the enclosing walls of the Unit measured up to the exterior face of the external walls or the centre lines of a separating wall between adjoining units, as the case may be, provided that enclosing walls

Master Lease Agreement of 16

separating a Unit from a light well, a lift shaft or any similar vertical shaft, or a common area, shall be deemed an external wall and its full thickness shall be included, and further provided that, all internal partitions and columns within the Unit shall be included, as such balconies and other similar features, but Common Areas are excluded.

1.4 COMMON AREAS Areas other than Unit Sellable Areas and parking slots, such as staircases, lift shafts, lobbies, corridors, communal toilets, swimming pool, helipad, or those areas which are usually considered as shared or common property within the Facility.

1.5 TERM Duration of the Agreement as defined in Clause 4

1.6 UNITS SUBJECT TO LEASE

Subject to Clause 3, the Property Units which were concluded as leased under tranche one, at the same time when the lease Agreement was signed. Such units are concluded as leased and consideration is fixed, as detailed in Schedule III.

1.7 UNITS SUBJECT TO FURTHER LEASE

Subject to Clause 3, the Property Units, following the tranche one and conclusion of lease against Units Subject to Lease, to be leased in future by way of tranche two, tranche three, tranche four and so on, by the Lessor to the Lessee under same terms and conditions applicable to the Units Subject to Lease under the Lease Agreement, after the time when Lease Agreement was signed.

1.8 PROPERTY UNITS Total 206 number of livable/usable property units with a total Unit Sellable Area of 164, 213.50 square feet as detailed in Schedule II.

1.9 GRACE PERIOD A period of 75 days starting from the Commencement Date where a rent holiday is granted by the Lessor to the Lessee applicable only to the Units Subject to Lease.

1.10 COMMENCEMENT DATE The date on which the Lessee is supposed to commence and conduct its business on the Leased Premised and rentals will start to be calculated subject to Grace Period available to the Lessee.

1.11 JOINT VENTURE AGREEMENT

The agreement dated [*] signed between the Ultimate Owner of Lessor and the Ultimate Owner of the Lessee, to establish and run an unincorporated joint venture where Lessee will act and be used exclusively as a legal business entity to conduct the Tourism Business, Manage, Maintain and Up-keep the Facility and lease the Units Subject to Lease and Units Subject to Further Lease from the Lessor.

1.12 ULTIMATE OWNER OF LESSOR

M/S RAK Holding, a corporation organized and existing under the laws of the Emirates of Ras Al Khaimah, United Arab Emirates, with its head office located at Villa No.3, Khuzam Area, Ras Al Khaimah.


1.13 ULTIMATE OWNER OF LESSEE

Mr. P.K Sasi Dharan, an Indian national with passport number [*]

1.14 LEASED PREMISES Units Subject to Lease and Units Subject to Further Lease jointly with Common Areas of the Facility and only those portions of the Common Areas which are considered as part and parcel of the Units Subject to Lease and Units Subject to Further Lease.

1.15 DEFECTS LIABILITY PERIOD

The period commencing on the Commencement Date and expiring on the date ten (10) months after the Commencement Date during which contractors, subcontractors and suppliers involved in construction and development of Facility can be recalled to fix, rectify or repair certain item which are covered under warranty during this period.

1.16 NOTICE OF LEASE The notice sent by the Lessee to the Lessor to lease Units Subject to Further Lease as tranche two, tranche three, tranche four and so on, format described as Schedule IV.

1.17. Use of the singular shall include the plural and vice versa and any one gender includes the other genders and any reference to "persons" includes natural persons, firms, partnerships, companies and corporations.

1.18. The clause headings are included for convenience only and shall not affect the interpretation of this Agreement.

1.19. All dates and periods shall be determined by reference to the Gregorian calendar.

1.20. Following are the Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes the Schedules.

(a) Schedule I Detail of Facility(b) Schedule II Detail of Property Units(c) Schedule III Units Subject to Lease(d) Schedule IV Notice of Lease(e) Schedule V Payment Plan(f) Schedule VI Plans and Specifications(g) Schedule VII List of Warranty Certificates & Documents

1.21. If any provision in a definition in this Agreement is a substantive provision conferring rights or imposing obligations then, notwithstanding that it is only in the interpretation clause of this Agreement, effect shall be given to it as if it were a substantive provision in the body of this Agreement.

2. DESCRIPTION OF PREMISES

Lessor leases to Lessee the Units Subject to Lease and Units Subject to Further Lease in the Facility located at Al Dafan, Al Nakheel, Ras Al Khaimah, and described more particularly in preamble Clause A, as detailed in Schedule I.

3. GRANT OF LEASE


(a) It is estimated that Lessee will get an approximate one hundred twenty five (125) number of Property Units on lease from the Lessor by way of multiple tranches as and when required by the Lessee based on the nature and requirement of Tourism Business, subject to availability of Property Units in the Facility with the Lessor at that time.

(b) The first tranche comprises a total number of fifty (50) Property Units with a mix of studios, one bedrooms and two bedrooms, the “Units Subject to Lease” as defined in Clause 1.6, as detailed in Schedule III.

(c) Lessee, based on the nature and requirement of Tourism Business will evaluate the need of further Property Units to be leased by the Lessee from the Lessor at any given time during the Term and not later than one year earlier to the end of the Term, will send Notice of Lease, in two originals dully signed by the Lessee, to the Lessor to lease additional Property Units in the Facility, subject such additional number of units are not less than five (5) and are multiple of five (5) if it is more than five (5). This will be considered as tranche two to lease the further Property Units. Such notice can be sent multiple times to repeat the leasing process for onward tranches of tranche three, tranche four and so on.

(d) Lessor within fifteen (15) days of receipt of Notice of Lease will allocate, subject to availability, the required number of units to be leased to the Lessee or will inform the Lessee in writing about its inability to arrange the same or if there is any variation to the number of units available as compare to the number of units required by the Lessee.

(e) If Property Units are available, Lessor will accept the Notice of Lease and will return one original Notice of Lease back to the Lessee. Property Units thus agreed will be leased from the date of acceptance followed by the possession of Property Units to be shifted to the Lessee and such units will become Units Subject to Lease and will be treated under this agreement as per particulars given in the Notice of Lease.

(f) Lessor, in consideration of the rents to be paid and the covenants and agreements to be performed and observed by the Lessee, does hereby lease to the Lessee and the Lessee does hereby lease and take from the Lessor the Units Subject to Lease described in Schedule III and Units Subject to Further Lease, together with fixtures and improvements located therein.

4. DURATION OF LEASE

(a) The duration of this lease Agreement is five (5) calendar years which shall begin on the Commencement Date and end on 5th anniversary of the Commencement Date subject to an early termination or an annual renewal for each year of Term based on the review of rental market conditions and performance of the Lessor with respect to the Joint Venture Agreement.

(b) Duration of lease for Units Subject to Lease is five (5) years which shall begin on the Commencement Date and end on 5th anniversary of the Commencement Date, subject to Clause 4(a).

(c) Duration of lease for each tranche of Units Subject to Further Lease will start from the date on which Notice of Lease is accepted by or possession of Units Subject to Lease was given to the Lessee by the Lessor, whichever is later, and will end on 5 th anniversary of the Commencement Date, subject to Clause 4(a).

5. EXTENSIONS AND RENEWALS


The Parties hereto may elect to extend or renew this Agreement at sole discretion of the Lessor and upon such terms and conditions as may be agreed upon in writing and signed by the Parties at the time of any such extension or renewal.

6. DETERMINATION OF RENT

The Lessee agrees to pay the Lessor and the Lessor agrees to accept, during the Term hereof, at such place as the Lessor shall from time to time direct by notice to the Lessee, rent at the following rates and rentals;

(a) Annual rent for the term of the lease for Units Subject to Lease shall be a total amount of AED [*]

(b) Annual rent for the term of lease for Units Subject to Further Lease shall be calculated on each Notice of Lease based on the same bench marked rates applicable to the Units Subject to Lease or as mutually agreed by the Parties and written in the Notice of Lease.

(c) The annual rent for Units Subject to Lease shall be payable by the Lessee to the Lessor on monthly basis starting one month after the expiry of Grace Period, as detailed in Payment Plan, attached as Schedule V.

(d) The annual rent for Units Subject to Further Lease shall be payable by the Lessee to the Lessor on monthly basis starting one month later from the date on which Notice of Lease is accepted by or the possession of Units Subject to Lease was given to the Lessee by the Lessor, whichever is later, as per particulars of Notice of Lease.

(e) Reference to yearly rent hereunder shall not be implied or construed to the effect that this Lease or the obligation to pay rent hereunder is from year to year, or for any term shorter than the existing Lease term, plus any extensions as may be agreed upon.

(f) A late fee with a rate of one percent (1%) shall be levied on the balance due if payment is not postmarked or received by Lessor on or before the tenth day of the installment due date, save for any date agreed in Payment Plan or Notice of Lease as the case may be.(payment plan to be amended to reflect payment delay without penalty in first and 2nd month of rentals, payment can be satisfied with the third month payment)

7. USE OF PROPERTY BY LESSEE

(a) The Leased Premises may be occupied and used by the Lessee exclusively for the Tourism Business as described in preamble Clause B where Lessee will maximize rentals by renting the Property Units to the tourism guests as like in hotel industry on day-to-day short terms basis so that high rental yields can be achieved with an expectation to have such rental yields three times higher than the rental yield achieved on conventional renting method by way of annual rentals.

(b) During first year of Term Lessee will be allowed to rent out some Property Units on conventional method by way of annual rentals subject the proportion of so rented Property Units does not exceed more than twenty percent (20%) of the total number of Units Subject to Lease or Units Subject to Further Lease. The rationale to give such kind of exception in the first year of Term is to help Lessee in increasing occupancy until that time the Facility becomes reputed in terms of Tourism Business. Such exception can further be extended to second year by mutual discussions based on valid reasons justifying such an extension, save for any of those existing tenants who is already renting Property Units starting from the first year and wants to continue with its tenancy contracts.


(c) Nothing herein shall give Lessee the right to use the property for any other purpose or to sublease, assign, or license the use of the property to any Sub-Lessee, assignee, or licensee, which or who shall use the property for any other purpose or use.

8. RESTRICTIONS ON USE

(a) Lessee shall not use the demised premises in any manner either it is illegal or unlawful or the use that will increase risks covered by insurance on the demised premises and result in an increase in the rate of insurance or a cancellation of any insurance policy, even if such use may be in furtherance of Lessee’s business purposes.

(b) Lessee shall not keep, use, or sell anything contrary to any law of the country or rules and regulations of the government authorities or if it is prohibited policy of fire insurance covering the demised premises, and shall comply with all requirements of the insurers applicable to the demised premises necessary to keep in force the fire and liability insurance.

9. WASTE, NUISANCE, OR UNLAWFUL ACTIVITY

Lessee shall not allow any waste or nuisance on the demised premises, or use or allow the demised premises to be used for any unlawful purpose.

10. DELAY IN DELIVERING POSSESSION

This lease Agreement shall not be rendered void or voidable by the inability of the Lessor to deliver possession to the Lessee on the Commencement Date. Lessor shall not be liable to Lessee for any loss or damage suffered by reason of such a delay; provided, however, that Lessor does deliver possession no later than August 31, 2013. In the event of a delay in delivering possession, the proportionate rent for the period of such delay will be deducted from the total rent due under this lease Agreement. No extension of this lease Agreement shall result from a delay in delivering possession.

11. SECURITY DEPOSIT

The Lessee has deposited with the Lessor a sum of [*] as security for the full and faithful performance by the Lessee of all the terms and conditions of this lease required to be performed by the Lessee. Such sum shall be returned to the Lessee on the expiry of the Term, provided the Lessee has fully and faithfully carried out all of its terms and covenants. In the event of a bona fide sale of the property of which the leased premises are a part, the Lessor shall have the right to transfer the security to the purchaser to be held under the terms of this lease, and the Lessor shall be released from all liability for the return of such security to the Lessee. (This deposit will be given as lien on two units in YT)

12. TAXES, GOVERNMENT FEE AND INSURANCE

(a) The Lessee shall be liable for all government fees, local authority charges and taxes levied against any leasehold interest of the Lessee or personal property and trade fixtures owned or placed by the Lessee in the Leased Premises.

(b) Lessor will keep the Facility insured under a full property all risk (PAR) insurance cover from a reputed insurance company.


(c) Lessor will keep the Facility insured under a comprehensive third party liability (TPL) insurance cover from a reputed company with a value not less than dirham two million only (AED 2,000,000).

13. IMPROVEMENTS BY LESSEES

(a) Lessee may have prepared plans and specifications and may plan during the Term for the construction of any sort of improvements to Leased Premises, and, if so, such plans and specifications are attached hereto as Schedule VI and incorporated herein by reference.

(b) For any sort of future improvements Lessee will take prior written consent of the Lessor prior to the construction or such improvement. Lessor, at its sole discretion, may abstain Lessee from doing any sort of improvements are amendments.

(c) Lessee shall obtain all certificates, permits, licenses and other authorizations of governmental bodies or authorities which are necessary to permit the construction of the improvements on the demised premises and shall keep the same in full force and effect at Lessee's cost.

(d) Lessee shall negotiate, let and supervise all contracts for the furnishing of services, labor, and materials for the construction of the improvements on the demised premises at its cost. All such contracts shall require the contracting party to guarantee performance and all workmanship and materials installed by it for a period of one year following the date of completion of construction. Lessee shall cause all contracts to be fully and completely performed in a good and workmanlike manner, all to the effect that the improvements shall be fully and completely constructed and installed in accordance with good engineering and construction practice.

(e) Upon completion of construction, Lessee shall, at its cost, obtain an occupancy permit and all other permits or licenses necessary for the occupancy of the improvements and the operation of the same as set out herein and shall keep the same in force.

(f) Nothing herein shall alter the intent of the Parties that Lessee shall be fully and completely responsible for all aspects pertaining to the construction of the improvements of the demised premises and for the payment of all costs associated therewith. Lessor shall be under no duty to investigate or verify Lessee's compliance with the provision herein. Moreover, neither Lessee nor any third party may construe the permission granted Lessee hereunder to create any responsibility on the part of the Lessor to pay for any improvements, alterations or repairs occasioned by the Lessee. The Lessee shall keep the property free and clear of all liens.

14. UTILITIES

Lessee shall pay for all water, sanitation, sewer, electricity, light, heat, gas, power, fuel, janitorial, internet, telephone, fax and any other services incident to Lessee's use of the Leased Premises, whether or not the cost thereof be a charge or imposition against the Leased Premises. (generators or private electricity generation is excluded)

15. OBLIGATIONS FOR REPAIRS

(a) Subject to any provisions herein to the contrary, and except for maintenance or replacement necessitated as the result of the act or omission of Lessee, occupants, licensees or Lessee’s contractors, the Lessor shall make construction suppliers, contractors and subcontractors of building repair only defects, deficiencies, deviations or failures of materials or workmanship in the building occurred during construction. The Lessor shall make the suppliers, contractors and subcontractors keep the Leased Premises free of such defects, deficiencies, deviations or failures


during the Defects Liability Period subject to warranties and bonds agreed with the suppliers, contractors and subcontractors.

(b) For the purpose of Clause 15(a) the Lessor has handed over all plans, specifications, warranties, certificates and all other documents related to the Defect Liability Period along with the contact details of suppliers, contractors and subcontractors, attached herewith as Schedule VII.

(c) Lessor will write an intimation letter to the suppliers, contractors and subcontractors or to a person or a group of persons involved in the warranty and process of repair and maintenance during Defects Liability Period to inform such suppliers, contractors and subcontractors that any sort of performance against rectification or repair will be called by the Lessee directly to them as per warranty document, agreement or certificates applicable with regards to the Defects Liability Period.

(d) The Lessee shall repair and maintain the Units Subject to Lease and Units Subject to Further Lease in good order and condition, except for reasonable and normal wear and tear, the repairs required of Lessor pursuant hereto, and maintenance or replacement necessitated as the result of the act or omission or negligence of the Lessor, its employees, agents, or contractors.

(e) The Lessee shall have the right, at its sole expense and Lessor’s sole discretion, from time to time, to redecorate the Leased Premises and to make such non-structural alterations and changes in such parts thereof as the Lessee shall deem expedient or necessary for its purposes; provided, however, that such alterations and changes shall neither impair the structural soundness nor diminish the value of the Leased Premises. The Lessee may make such alterations and additions to the Leased Premises provided that Lessee has first obtained the written consent thereto of the Lessor. The Lessor agrees that it shall not withhold such consent unreasonably.

(f) Lessee agrees to pay promptly when due the entire cost of any work done by it upon the Leased Premises so that the Leased Premises at all times shall be free of liens for labor and materials.

(g) Lessee further agrees to hold harmless and indemnify the Lessor from and against any and all injury, loss, claims or damage to any person or property occasioned by or arising out of the doing of any such alternation, improvement or rectification work by Lessee or its employees, agents or contractors.

(h) Lessee further agrees that in doing such alternation, improvement, rectification or renovation work that it will employ materials of good quality and comply with all governmental requirements, and perform such work in a good and workmanlike manner.

16. LESSEE'S COVENANTS

Lessee covenants and agrees as follows:

(a) To procure any licenses and permits required for any use made of the Leased Premises by Lessee, and upon the expiration or termination of this lease Agreement, to remove its goods and effects and those of all persons claiming under it, and to yield up peaceably to Lessor the Leased Premises in good order, repair and condition in all respects; excepting only damage by fire and casualty covered by insurance coverage, structural repairs (unless Lessee is obligated to make such repairs hereunder) and reasonable or normal wear and tear.

(b) To permit Lessor and its agents to examine the Leased Premises at reasonable times and to show the Leased Premises to prospective purchasers or Lessees of the building and to provide Lessor, if not already available, Lessee’s authorized person with a set of keys for the purpose of


said examination, provided that Lessor shall not thereby unreasonably interfere with the conduct of Lessee's business;

(c) To permit Lessor to enter the Leased Premises to inspect such repairs, renovations, improvements, alterations or additions thereto as may be required under the provisions of this lease Agreement. If, as a result of such repairs, renovation, improvements, alterations, or additions, Lessor is deprived of the use of the Leased Premises in future once Term is over, Lessee will have to revert the Leased Premises to its original state as it was prior to the execution of this Agreement.

17. SIGNAGE

(a) Lessee shall have the right, at its sole risk and expense and in conformity with applicable laws and ordinances, to erect and thereafter, to repair or replace, if it shall so elect signs on any exterior portion of the Leased Premises, providing that those places or parts are not reserved by the Lessor for its own use or to be used by any affiliate or nominee of the Lessor and providing that the Lessee shall remove any such signs upon termination or expiry of this lease Agreement, and repair all damage occasioned thereby to the Leased Premises.

(b) Lessee shall have the right, at its sole risk and expense and in conformity with applicable laws and ordinances, to erect, maintain, place and install its usual and customary signs and fixtures in the interiors of the Leased Premises.

18. INSURANCE

(a) In the event of any damage to or destruction of the Leased Premises, Lessor shall adjust the loss and settle all claims with the insurance companies issuing such policies.

(b) Lessor and Lessee hereby release each other, to the extent of the insurance coverage provided hereunder, from any and all liability or responsibility (to the other or anyone claiming through or under the other by way of subrogation or otherwise) for any loss to or damage of property covered by the fire and extended coverage insurance policies insuring the Leased Premises and any of Lessee's property, even if such loss or damage shall have been caused by the fault or negligence of the other party.

19. DAMAGE TO DEMISED PREMISES

(a) If the whole or a substantial part of the Leased Premises shall be damaged or destroyed by fire or other casualty after the execution of this lease Agreement and before the termination or expiry of Term hereof, then in every case the rent reserved in Clause 6 herein and other charges, if any, shall be abated or adjusted, as the case may be, in proportion to that portion of the Leased Premises of which Lessee is deprived on account of such damage or destruction.

(b) The work of repair, restoration, rebuilding, or replacement or any combination thereof, of the improvements or belonging so damaged or destroyed, shall in no way be construed by any person to effect any reduction of sums or proceeds payable by Lessee to the Lessor.

(c) Lessor agrees that in the event of the damage or destruction of the Leased Premises, Lessor forthwith shall proceed to repair, restore, replace or rebuild the Leased Premises (excluding Lessee's leasehold improvements), to substantially the condition in which the same were immediately prior to such damage or destruction. The Lessor thereafter shall diligently prosecute said work to completion without delay or interruption except for events beyond the reasonable control of Lessor.


(d) Notwithstanding the foregoing, if such damage or destruction shall occur during the last year of the Term, or during the last year of any renewed Term, as the case may be, and shall amount to 50% or more of the replacement cost, (exclusive of the land and foundations), this Lease, may be terminated at the election of either Lessor or Lessee, provided that notice of such election shall be sent by the party so electing to the other within 30 days after the occurrence of such damage or destruction. Upon termination, as aforesaid, by either party hereto, this Lease and the Term thereof shall cease and come to an end, any unearned rent or other charges paid in advance by Lessee shall be refunded to Lessee and any unpaid rent or other charges will be paid to the Lessor and the Parties shall be released hereunder, each to the other, from all liability and obligations hereunder thereafter arising.

20. LESSOR’S REMEDIES

In the event that:

(a) Lessee shall on three or more occasions be in default in the payment of rent or other charges herein required to be paid by Lessee, regardless of whether or not such default has occurred on consecutive or non-consecutive 6 months; or (redo wording to take non-consecutive as 6 payments) subject to a reasonable notice of 30 days.

(b) Lessee has caused a lien to be filed against the Lessor's property and said lien is not removed within 30 days of recordation thereof; or

(c) Lessee shall default in the observance or performance of any of the covenants and agreements required to be performed and observed by Lessee hereunder for a period of 15 days after notice to Lessee in writing of such default; or

(d) 30 days have elapsed after the commencement of any proceeding by or against Lessee, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or future federal bankruptcy act or any other present or future applicable federal, state or other statute or law, whereby such proceeding shall not have been dismissed (provided, however, that the non-dismissal of any such proceeding shall not be a default hereunder so long as all of Lessee's covenants and obligations hereunder are being performed by or on behalf of Lessee); then Lessor shall be entitled to its election (unless Lessee shall cure such default prior to such election), to exercise concurrently or successively, any one or more of the following rights:

1) Terminate this Lease by giving Lessee notice of termination, in which event this lease Agreement shall expire and terminate on the date specified in such notice of termination, with the same force and effect as though the date so specified were the date herein originally fixed as the termination date of the Term of this lease, and all rights of Lessee under this lease Agreement and in and to the Leased Premises shall expire and terminate, and Lessee shall remain liable for all obligations under this lease Agreement arising up to the date of such termination, and Lessee shall surrender the Leased Premises to Lessor on the date specified in such notice; or

2) Terminate this Lease as provided herein and recover from Lessee all damages Lessor may incur by reason of Lessee's default, including, without limitation to a proportionate rent for three months period, such rent shall be deemed immediately due and payable; or

3) Without terminating this Lease, and with or without notice to Lessee, Lessor may in its own name but as agent for Lessee enter into and upon and take possession of the Premises or any part thereof, and, at Lessor's option, remove persons and property there from, and such property, if any, may be removed and stored in a warehouse or elsewhere


at the cost of, and for the account of Lessee, all without being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby, and Lessor may rent the Premises or any portion thereof as the agent of Lessee with or without advertisement, and by private negotiations and for any term upon such terms and conditions as Lessor may deem necessary or desirable in order to relet the Premises. Lessor shall in no way be responsible or liable for any rental concessions or any failure to rent the Premises or any part thereof, or for any failure to collect any rent due upon such reletting. Upon such reletting, all rentals received by Lessor from such reletting shall be applied: first, to the payment of any indebtedness (other than any rent due hereunder) from Lessee to Lessor; second, to the payment of any costs and expenses of such reletting, including, without limitation, brokerage fees and attorney's fees and costs of alterations and repairs; third, to the payment of rent and other charges then due and unpaid hereunder; and the residue, if any shall be held by Lessor to the extent of and for application in payment of future rent as the same may become due and payable hereunder. In reletting the Premises as aforesaid, Lessor may grant rent concessions and Lessee shall not be credited therefore. If such rentals received from such reletting shall at any time or from time to time be less than sufficient to pay to Lessor the entire sums then due from Lessee hereunder, Lessee shall pay any such deficiency to Lessor. Such deficiency shall, at Lessor's option, be calculated and paid monthly. No such reletting shall be construed as an election by Lessor to terminate this Lease unless a written notice of such election has been given to Lessee by Lessor. Notwithstanding any such reletting without termination, Lessor may at any time thereafter elect to terminate this Lease for any such previous default provided same has not been cured; or

4) Without liability to Lessee or any other party and without constituting a constructive or actual eviction, suspend or discontinue furnishing or rendering to Lessee any property, material, labor, utilities or other service, whether Lessor is obligated to furnish or render the same, so long as Lessee is in default under this Lease; or

5) Allow the Premises to remain unoccupied and collect rent from Lessee as it comes due; or

6) Foreclose the security interest described herein, including the immediate taking of possession of all property on or in the Premises; or

7) Pursue such other remedies as are available at law or equity.

(e) Lessor's pursuit of any remedy or remedies, including without limitation, any one or more of the remedies stated herein shall not (1) constitute an election of remedies or preclude pursuit of any other remedy or remedies provided in this lease Agreement or any other remedy or remedies provided by law or in equity, separately or concurrently or in any combination, or (2) sever as the basis for any claim of constructive eviction, or allow Lessee to withhold any payments under this Lease.

21. TITLE

Lessor covenants and agrees that upon Lessee paying the rent and observing and performing all of the terms, covenants and conditions on Lessee's part to be observed and performed hereunder, that Lessee may peaceably and quietly have, hold, occupy and enjoy the Leased Premises in accordance with the terms of this Lease without hindrance or molestation from Lessor or any persons lawfully claiming through Lessor.

22. UN-WILLFUL EXTENSIONS/WAIVERS/NOTICES


(a) In the event that Lessee or anyone claiming under Lessee shall continue occupancy of the Leased Premises after the expiration of the term of this Lease or any renewal or extension thereof without any agreement in writing between Lessor and Lessee with respect thereto, such occupancy shall not be deemed to extend or renew the term of the Lease, but such occupancy shall continue as a tenancy at will, from month to month, upon the covenants, provisions and conditions herein contained. The rental shall be calculated twenty five percent (25%) higher on the rental in effect during the term of this Lease as extended or renewed, prorated and payable for the period of such occupancy.

(b) Failure of either party to complain of any act or omission on the part of the other party, no matter how long the same may continue, shall not be deemed to be a waiver by said party of any of its rights hereunder. No waiver by either party at any time, express or implied, of any breach of any provision of this Lease shall be deemed a waiver of a breach of any other provision of this Lease or a consent to any subsequent breach of the same or any other provision. If any action by either party shall require the consent or approval of the other party, the other party's consent to or approval of such action on any one occasion shall not be deemed a consent to or approval of said action on any subsequent occasion or a consent to or approval of any other action on the same or any subsequent occasion. Any and all rights and remedies which either party may have under this Lease or by operation of law, either at law or in equity, upon any breach, shall be distinct, separate and cumulative and shall not be deemed inconsistent with each other, and no one of them, whether exercised by said party or not, shall be deemed to be an exclusion of any other; and any two or more or all of such rights and remedies may be exercised at the same time.

(c) All notices and other communications authorized or required hereunder shall be in writing and shall be given by mailing the same by certified mail, return receipt requested, postage prepaid, and any such notice or other communication shall be deemed to have been given when received by the party to whom such notice or other communication shall be addressed. If intended for Lessor the same will be mailed to the address herein above set forth or such other address as Lessor may hereafter designate by notice to Lessee, and if intended for Lessee, the same shall be mailed to Lessee at the address herein above set forth, or such other address or addresses as Lessee may hereafter designate by notice to Lessor.

23. PROPERTY DAMAGE

Notwithstanding any contrary provisions of this Lease, Lessor shall not be responsible for any loss of or damage to property of Lessee or of others located on the Leased Premises, except where caused by the willful act or omission or negligence of Lessor, or Lessor's agents, employees or contractors.

24. FORCE MAJEURE

In the event that Lessor or Lessee shall be delayed or hindered in or prevented from the performance of any act other than Lessee's obligation to make payments of rent, additional rent, and other charges required hereunder, by reason of strikes, lockouts, unavailability of materials, failure of power, restrictive governmental laws or regulations, riots, insurrections, the act, failure to act, or default of the other party, war or other reason beyond its control, then performance of such act shall be excused for the period of the delay and the period for the performance of such act shall be extended for a period equivalent to the period of such delay. Notwithstanding the foregoing, lack of funds shall not be deemed to be a cause beyond control of either party.

25. FIXTURES


All personal property, furnishings and equipment presently and all other trade fixtures installed in or hereafter by or at the expense of Lessee and all additions and/or improvements, exclusive of structural, mechanical, electrical, and plumbing, affixed to the Leased Premises and used in the operation of the Lessee's business made to, in or on the Leased Premises by and at the expense of Lessee and susceptible of being removed from the Leased Premises without damage, unless such damage be repaired by Lessee, shall remain the property of Lessee and Lessee may, but shall not be obligated to, remove the same or any part thereof at any time or times during the term hereof, provided that Lessee, at its sole cost and expense, shall make any repairs occasioned by such removal. (all such furniture and fixtures are sole property of Lessee and will be disposed off at its wish and will)

26. INVALIDITY OF PARTICULAR PROVISION

If any term or provision of this Lease or the application hereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

27. RELATIONSHIP OF THE PARTIES

Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party as creating the relationship of principal and agent or of partnership or of a joint venture between the parties hereto, it is being understood and agreed that neither any provision contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of Lessor and Lessee.

28. BROKERAGE

No party has acted as, by or through a broker in the effectuation of this Agreement, except as set out hereinafter.

29. ENTIRE AGREEMENT

This instrument contains the entire and only agreement between the parties, and no oral statements or representations or prior written matter not contained in this instrument shall have any force and effect. This Lease shall not be modified in any way except by a writing executed by both parties.

30. GOVERNING LAW

All matters pertaining to this agreement (including its interpretation, application, validity, performance and breach) in whatever jurisdiction action may be brought, shall be governed by, construed and enforced in accordance with the laws of the Emirates of Ras Al Khaimah, United Arab Emirates.

31. ARBITRATION AND DISPUTE RESOLUTION

In the event of any dispute or difference arising between any or all of the Parties out of or relating to this Agreement or to the breach thereof, the disputing Parties shall use their best endeavours to settle such dispute or difference. To this effect they shall consult and negotiate with each other, in good faith and understanding of their mutual interests, to reach a just and equitable solution satisfactory to the disputing Parties. If they do not reach a solution within thirty (30) days, then the dispute or difference shall be referred to arbitration by a single arbitrator in Ras Al-Khaimah in the English language at the Ras Al


Khaimah Chamber of Commerce. Failing agreement by the disputing Parties on the appointment of the arbitrator within fourteen (14) days of notice to arbitrate given by the relevant Party to the other or others, the arbitrator shall be chosen and appointed by the head of the Ras Al-Khaimah Chamber of Commerce. The arbitration award shall be final and binding upon the disputing Parties. The award of arbitration shall be the sole and exclusive remedy between the disputing Parties regarding any and all claims and counterclaims presented to the arbitrators.

32. CONTRACTUAL PROCEDURES

Unless specifically disallowed by law, should litigation arise hereunder, service of process therefore may be obtained through certified mail, return receipt requested; the parties hereto waiving any and all rights they may have to object to the method by which service was perfected.

33. MODIFICATION

This agreement may not be modified unless such modification is in writing and signed by both parties to this agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written or have caused this Lease to be executed by their respective officers thereunto duly authorized.

LESSOR LESSEE

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title


SCHEDULE 1


SCHEDULE II


Master Lease Agreement

Documents

Transcript of Master Lease Agreement