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LEAVE AND LICENSE AGREEMENT THIS AGREEMENT OF LEAVE AND LICENSE MADE AT MUMBAI THIS ___DAY OF AUGUST, 2011

BETWEEN West Coast Private Limited, a company incorporated under the Companies Act, 1956, having its registered office at 133-C, Dalamal Tower, Nariman Point, Mumbai-400 021 represented by Mr. ________________ authorized vide board resolution dated __.___.2011 Hereinafter referred to as the LICENSOR (which expression shall wherever the context so requires shall mean and include its successors and assigns) of the One Part. AND _________________having its registered office at__________________________________hereinafter referred to as the the Licensee (which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the Second Part. WHEREAS; (A) The Licensor represents that it is the sole and absolute owner and is absolutely seized and possessed of the two fully furnished premises bearing No. 501 & 502 admeasuring 939 square feet & 1144 square feet respectively on the fifth floor in the building known as " The Great Easter Summit B ", Situated at Sector 15, C.B.D. Belapur, Navi Mumbai - 400 614 (which is more fully described in the Schedule below and hereinafter referred to as "the Said Premises") The Licensee has requested the Licensor to allow the Licensee to use the Said Premises for commercial purpose for its office; The Licensor has agreed to grant leave and license of the Said Premises to the Licensee strictly on the terms and conditions recorded herein.

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NOW THIS AGREEMENT WITNESSETH AND lT IS HEREBY AGREED AND CONFIRMED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:1. 2. The Licensee confirms that the recitals form an integral part of this Agreement. The Licensor hereby permits the Licensee to use and occupy the Said Premises as commercial office along with the furniture and fixtures. A list of the furniture and fixtures is annexed hereto as Annexure-1. The period of the License shall be 33 (thirty three) months commencing from _____ and ending on _____. lt is expressly agreed between the Parties that the leave and license shall have a lock in period of Twelve (12) months,wherein,neither the licensor nor the licensee can terminate/vacate the said leave and license.

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The Licensee shall pay to the Licensor, Rs. 70000/- (Rupees Seventy Thousand Only) License fees as compensation for use the Said Premises on the combined area of 2083 square feet of the two premises per month, in advance. The License Fees will be paid on before the 5th of every month. The license fees would be increased at a rate of 10% at the end of every eleven months. The license fees payable over the period of 33 months would be as under; Month 1 Month 11 Month 12 Month 23 Month 24 Month 33 Rs.70000 (Rupees Seventy Thousand Only) Rs.77000 (Rupees Seventy Seven Thousand Only) Rs.84700 (Rupees Eighty Four Thousand Seven Hundred Only)

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The License Fee shall be paid subject to deduction of tax at source and the Licensee shall send the original TDS Certificate to the Licensor. In the event, the Licensee fails and/or neglects to send TDS Certificates to the Licensor in time, the Licensee shall be liable to pay and reimburse all taxes, penalties, interest, cess, damages that may be levied by the tax authorities to the Licensor and/or suffered or incurred by the Licensor in that regard. The License fee is exclusive of the service tax and the property tax or any such levies made by the Municipal authorities of Navi Mumbai or such other competent authorities that is attracted merely by virtue of transactions under the scope of this agreement. The Licensee has paid an amount of Rs. 200000/- (Rupees Two Lacs Only) on the ______________ by cheque no._____ drawn on ________________ to the Licensor as the first instalment of the interest free refundable Security Deposit. Within a period not exceeding 40 calendar days of execution and registration of this agreement the Licensee will make the 2nd and balance instalment payment of Rs.2,00,000/- (Rupees two Lacs Only) as the full and final amount of the agreed Security Deposit amount. If for any reason the Licensee fails to make the payment of the 2nd and balance instalment of the Refundable Security deposit within the stipulated time, it is agreed by both parties that it amounts ot breach of the contract. Under such circumstances the Licensee will vacate the premises within 5 days and the license agreement will stand null and void.Also,the first instalment of Rs.200000/- will stand forfeited.A written notice will be served demanding the installment and thereafter,only a written withdrawal of the notice by the licensor will rectify the breach and revalidate the said license agreement. The Security Deposit of Rs. 4,00,000/- (Rupees four Lacs Only) shall be refunded forthwith upon the expiry or earlier termination of the Licensee by way of a cheque or demand draft as requested by the Licensee. Any electricity bills or any other charges payable by the Licensee as maybe found remaining due and payable or any penalty for breach of contract as described in clause number 7 shall be adjusted therefrom and the balance, if any, shall be refunded to the Licensee accordingly.

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ln the event of the license fee cheque being dishonored, the Licensee shall pay the License Fee to the Licensor through Demand Draft within 3 (three) days from the date of intimation about dishonor of cheque by the Licensor to the Licensee, failing which this Agreement of leave and license shall stand terminated without any prior intimation to the Licensee and the Licensee shall vacate the premises and handover quiet, peaceful and vacant possession of the Said premises to the Licensor. In such an event the Licensee shall bear and pay a penalty equivalent to three (03) months license fees to compensate the breach of contract. The Licensor shall also procure the requisite NOC from the society for this Leave and License Agreement entered with the Licensee. The Parties hereby declare, record and confirm that nothing herein contained, nor the use and occupation of the Said Premises by the Licensee or its employees, executive shall be deemed to grant a lease, tenancy or sub-tenancy or any similar rights and Licensee or its employees and/or executive/s undertake that no such contention shall be taken up the Licensee or their employees and/or executive/s at any time. This Agreement is exclusive to the Licensee and is non transferable and the Licensee is not entitled to assign or transfer any privilege benefits of this Agreement or part with the use and occupation of the Said Premises or any part or portion thereof or sub-let the Said Premises or any part or portion thereof to any third person or entity and/or induct anyone whomsoever in the Said Premises or any part or portion thereof at any time whatsoever. Notwithstanding what is stated above the Licensee shall be entitled to requisition the Licensor to allow sub-let, under-let or assign its rights under this Agreement to its successor or any of its affiliates or subsidiaries as the case maybe with the prior written consent of the Licensor, however the Licensor shall not unreasonably withhold its consent and that such a consent if given shall be subject to execution of such document deed or writing as maybe required by the Licensor which may be necessitated due to the said requisition. The Licensee has represented to the Licensor that:a) the use and occupation of the Said Premises, as allowed below will not tantamount to tenancy or sub-tenancy and will not create or be deemed to have created any tenancy or sub tenancy or any other rights of any nature whatsoever in favour of the Licensee or its employees, executives or servants or agents or anyone claiming or to claim through or under them; b) at no point of time will the Licensee or its employees or agents or servants or any one on behalf of the Licensee and/or its employees or executives contend that this Agreement or the occupation of the Said Premises amounts to or creates any tenancy or subtenancy or any other rights or that any of them has derived any right, title or interest in or to the said Premises or any part thereof; c) at all times, the Licensor shall remain and be deemed to be in actual possession of the said Premises and that the Licensee, its employees, executives or agents or servants shall at no time whether during the subsistence of the License or thereafter claim to be in possession of the said Premises or any part thereof, . For the sake of convenience, a

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duplicate key of the main entrance door of the Said Premises shall be given by the Licensor- to the Licensee on the assurance given by the Licensee that the Licensee will not at any time change the lock. d) licensor shall continue to bear and pay all present municipal taxes, property taxes, cess, dues, duties, levies, charges, impositions levied by the Government, Municipal corporation of the authorities in respect of the Said Premises. Any taxes, cess, dues, duties, levies, charges, etc. attracted by virtue of the transactions under the scope of this Leave & License agreement will be borne and paid by the Licensee. e) the Licensee and the Licensor shall bear in equal parts and pay the Collector charges if any payable within the scope of this Agreement.

15. Relying upon the representations made by the Licensee and the Licensor hereinabove and believing the same to be true, the Licensor has agreed to allow the Licensee and the Licensee has agreed to take on license and occupy the Said Premises for the period of the license aforesaid or sooner determination thereof, as the case may be. 16. The Licensee is not entitled to make any structural changes in or to the Said Premises. However, day to day repair jobs such as blowout, plumbing leaks and other minor repairs etc., may be carried out by the Licensee at its own cost, and any major repairs of a structural natures be attended to by the Licensor. 17. The Licensee shall observe and perform all the rules, regulations of the concerned authorities and byelaws for the time being in force of the Society/Association or other body of persons that may be appointed to be in charge of the affairs of the building in so far as they pertain to the use of the Said Premises and as may be in force from time to time. 18. The Licensee shall not bring upon or store on the Said Premises, any hazardous articles or articles of a combustible, inflammable or dangerous nature except cooking gas cylinders. 19. The Licensee shall not do or caused to be done or permit illegal or immoral activity within the Said Premises. 20. The Licensee will not at any time, store any furniture, articles, belongings or things in the common areas including the common passage and landings in the building or permit servants to sleep, change or hang clothes or cook in that area. 21. The Licensee shall maintain the Said Premises in good order and condition, subject to normal wear and tear. The Licensee shall exercise due care and caution in the use and occupation of the Said Premises and shall not do or cause any illegal, harmful or dangerous activities in the Said Premises which is likely to be a nuisance or annoyance to the other occupants of the building or which may cause any damage to the Said Premises or any part thereof or which may prejudice the rights of the Licensor. The Licensee shall not commit any acts, deeds, matters or things whereby or by means whereof any loss, harm or injury is caused to the Licensor and to the Said Premises.

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The Licensee shall not ask for any refund/rebate/adjustment out of the License Fee for the inconvenience or loss caused due to the repairs and renovation being carried out to the building or any part or portion thereof. The Licensee shall not commit any act or cause to be done upon the Said Premises that may result into invalidation of the insurance with respect to the Said Premises. The Licensee shall pay the electricity, Internet, Telephone charges, cable television charges for the duration of the License period as per the bills of the concerned authorities/service providers based on the meter reading specifically attached and such bills may be delivered by the Licensee to the Licensor after the License Period. The Licensee agrees to hand over to the Licensor photocopy of all the electricity and water with the supporting for making payment towards the same. The Licensee shall be at liberty to install their lines/connections without claiming or having any right in that respect, over, into or upon the said premises or any part or portion thereof. The use of the Said Premises hereby allowed to the Licensee is and shall be governed under Section 24 read with chapter 8 of the Maharashtra Rent Control Act, 1999 and this Agreement of License herein contained shall be conclusive evidence of the facts mentioned herein. Under circumstances where the Licensee is under liquidation or any provisional or final liquidator is appointed or winding up petition is admitted or the Licensee is merged or amalgamated or de-merged resulting into a new entity or the Licensee is taken over and the management/shareholding is acquired by any other group, then the Licensor shall be at liberty to terminate this agreement after giving four month's notice to the Licensee in that regard, as mentioned herein and on expiry of the notice period this Agreement shall stand terminated. The balance deposit as on the date of the termination of this Agreement will be refunded to Licensee. Similarly the Licensee also stands indemnified for any such extreme events at the Licensors end. The Licensor represents that it is legally entitled to grant the Said Premises on license to the Licensee and that no other person or party has any right, title and interest in the Said Premises. The Licensor has not entered into any arrangement or lease, license or other transaction in respect of the Said Premises or any part thereof with any person or party. The Licensor shall indemnify and keep the Licensee fully indemnified and harmless from and against all actual damages, costs and expenses caused to or incurred by the Licensee as a result of breach of any of the representations and warranties made by the Licensor. Upon the termination or earlier determination of this License in the events provided herein or expiry of the license period subject always to what is stated hereinafter, the Licensee and its employees, executives, agents or servants or any one or more of them, shall forthwith remove themselves and/or their articles, belongings and effects from the said Premises or any part thereof and quit and vacate the Said Premises simultaneously with the refund of the Security Deposit amount by the Licensor., In the event of failure on the part of the Licensee and its employees to vacate the Said Premises even after

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the Licensor refunding the Security Deposit amount as explicitly described in clause no. 6, then in that event it is agreed that the Licensor shall have a right to remove them and their belongings from the Said Premises and/or to prevent the Licensee, its employees/executives or agents and servants and all its/their articles, effects and belongings from entering in or remaining upon the Said Premises. In such an event, the Licensee, its employees/executives or agents and servants, shall be construed as trespassers and the Licensor shall have the right to take all legal and reasonable steps to prevent the Licensee and the persons aforesaid from committing such trespass upon the said premises and the Licensor shall not be liable for any loss, damage or injury caused to any person or property therein while enforcing its rights under the agreement. 31. After the expiry of the lock-in period the Licensee may terminate the license at any time, for its convenience by giving 4 (four) months prior written notice to the Licensor or by payment of license fees in lieu thereof In the event of happening of any force majeure event, then the Licensee shall be entitled to terminate the Agreement by giving 15 (fifteen) days notice to the Licensor. The Licensor has today handed over vacant possession of the Said Premises to the Licensee and has given the Licensee one set of duplicate keys of the main entrance door to the Said premises and the Licensee shall not change the lock. The Licensor shall be entitled to visit and inspect the Said Premises of any part thereof through any of its authorized representatives, with a view to check the same, by giving reasonable prior written notice and the Licensee shall not hinder or obstruct the Licensor or any of its authorized representatives from visiting the said Premises or any part thereof. The Licensee agrees that the Licensor may show the Said Premises to any prospective Licensee, two months prior to the expiry or upon the earlier termination of this agreement after giving reasonable notice to the Licensee and the Licensee shall not hinder or obstruct any such prospective Licensee from visiting the said Premises or any part thereof. First preference to continue with the property with the fresh terms should be given to the Licensee. Notwithstanding the lock-in period or anything contrary stated in this Agreement, if either Parties commit breach of any of the terms and conditions and covenants of this Agreement, the non-defaulting Party shall be entitled to terminate this Agreement by giving two months notice in writing to the defaulting Party to remedy such breach. In the event that the breach is not remedied by the defaulting Party within the period of such notice, this License shall automatically stand terminated at the end of the period of notice, without prejudice to the other rights and remedies of the non-defaulting Party. In such a scenario one months License fees will be payable to the non-defaulting party by the defaulting party. Notwithstanding the foregoing, if the breach complained of is the Licensees failure to pay the License fees then course of action and compensation as stipulated in clause of this agreement would be applicable. The Licensor agrees and undertakes that upon the Licensee observing and performing the stipulations and covenants herein contained, the Licensee shall use and occupy the

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Said Premises without interference from the Licensor or any person or persons claiming under or through them during the period of the License or any renewal thereof i.e. initial term of 24 months or sooner determination thereof. 38. Any notice intended to be given to the Parties here to by each other shall be deemed to be properly and validly served, if it is delivered to or sent by Registered Post or hand delivered, duly acknowledged to the address of the Licensor hereinabove mentioned and to the Licensee at the said Premises. It is clearly agreed and understood that it is the responsibility of the Licensee that the Licensee and their employees/executives, agents and servants shall cease to use and occupy the said Premises and vacate the same upon the termination or earlier determination of the License and in the event if the Licensee, their employees/executives, agents and servants failing and or neglecting and/or refusing to do so all the consequences will be on the Licensees account and the Licensor shall be entitled to proceed on the footing that the Licensee has failed to carry out its obligations under this Agreement. Either Parties hereby covenant that they will at all times hereafter well and sufficiently indemnify and keep indemnified the other Party in the event of breaching any of the provisions of any Act or statutory regulations or in consequences of any act or omission or default by its employees / executives, agents and servants, against all charges, damages and expenses which the other Party may have to pay, incur or sustain by any such action, reason proceeding, claim or demand or otherwise in respect of the premises during the term of license. This agreement is subject to the exclusive jurisdiction of the courts of Mumbai. Each party shall bear and pay their respective advocates &solicitors costs. No change, variation or modification of any of the terms and conditions set forth herein shall be valid unless incorporated as an amendment to this Agreement, and signed by the duly authorized representatives of both the Parties. The stamp duty and registration charges in respect of this agreement shall be borne by both the Licensor and Licensee equally. The Licensee undertakes to co-operate with the licensor and to get this agreement registered before the sub-registrar of assurance in accordance with section 55 of the Maharashtra Rent Control Act 1999.

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In witness whereof the parties hereto have hereunto set and subscribed their respective hands the day and year first hereinabove written. THE SCHEDULE ABOVE REFERRED TO : All that office bearing No. bearing No. 501 & 502 admeasuring 939 square feet & 1144 square feet respectively on the fifth floor in the building known as " The Great Easter Summit B ", Situated at Sector 15, C.B.D. Belapur, Navi Mumbai - 400 614 in the Registration District and

sub- district of Thane, bearing Plot No.66 of Sector 15, C.B.D. Belapur, Navi Mumbai, the premises is bounded by:North : East : West : South :

WITNESSES 1.

LICENSOR

2. LICENSEE

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