1. INTERPRETATION.

The following provisions shall apply to the interpretation of this

Agreement:

1.1. Words importing the singular number include the plural, words importing a
particular gender include all genders, and words importing persons include
natural person, judicial entity company, or other association of persons.

1.2. Any covenant or agreement on the part of two (2) or more persons shall bind
each of them jointly and severally.

1.3. Heading of clauses have been inserted for convenience only and shall not
control the meaning or affect the construction or the interpretation thereof.

1.4. References herein to Clauses are, unless otherwise specified, references to

Clauses of this Agreement.

1.5. Whenever in this Agreement, the consent or approval of either Party is

required to be obtained, such consent shall be in writing and, if given, made
subject to such conditions imposed by the consenting Party as it deems fit in
the circumstances, but such consent or approval shall not be unreasonably or
arbitrarily withheld or delayed, provided any condition to the granting of such
covenant or approval is satisfied, except where such consent or approval is
expressed to be subject to a Party’s absolute discretion.

1.6. References to notices to be given by one (1) Party to the other shall mean prior
written notice and unless otherwise prescribed, be given in reasonable time.

1.7. Reference to any Annexure hereto includes reference to the whole of the
Annexure under reference including its several parts and to any subsequent
attachments and/or additions thereto agreed to between the Parties.

1.8. This Agreement and all dates and years herein shall be reckoned in accordance
with the Gregorian calendar.

1.9. Where in this Agreement or the Applicable Law, an obligation to do or prevent

the occurrence of an event or act is stated or implied to be a Party's
responsibility, such obligation shall be interpreted either as an obligation to
achieve a result or as an obligation to deploy the necessary means in order to
achieve a result depending on its context or express or implied language and
includes, unless otherwise expressly stated, the expenditure of all monies and
incurring of all costs for fully and effectively complying with such obligation.

1.10. The respective rights of the Lessor and the Lessee under this Agreement are
not mutually exclusive and may in the absolute discretion of the Party entitled
to exercise them, be exercised in the alternative or in addition and without
prejudice to all and any other rights, remedies, and relieves available
hereunder or under the Applicable Law.

1.11. Any claim for Actual Losses or claims for setting off, as permitted herein,
shall be supported by substantiating documentation; whereas a claim for
 liquidated damages need not be so supported.

2. INCORPORATION. The Preamble and the Attachments are hereby incorporated into this
Agreement and shall form an integral part hereof. Any reference to this Agreement
shall include reference to the Preamble and the Attachments.

3. AGREEMENT TO LEASE.

4.1. Subject to the terms and conditions of this Agreement and the Lease, the
Lessor hereby agrees to lease to the Lessee and the Lessee agrees to lease from
the Lessor in accordance with the terms and subject to the conditions set forth
in the Lease, the Demised Premises to be constructed by the Lessor on the
Land. The Lessee shall also be permitted the use of the Licensed Areas on a
non-exclusive basis in accordance with the provisions of the Lease, jointly
with others on drawing no. [_____] in Annexure 2A.

4.2. The Lessee agrees to pay a deposit equal to ten percent (10%) of the Basic
Rent (as estimated by the Lessor) as security on or before the date of this
Agreement. This deposit will be deducted from Basic Rent payment due from
the Lessee in the first Lease Year. The Lessor will provide the Lessee with a
bank guarantee equal to such deposit until the Centre Opening Date.

4. RELATIONSHIP OF THE PARTIES. The relationship between the Lessor and the Lessee
under this Agreement shall not be considered as that of principal and agent, or
partners or joint venturers.

5. PRIMACY OF THIS AGREEMENT TO LEASE. The covenants and conditions in this

Agreement shall always govern the relationship of the Parties in respect of the matters
dealt with herein and shall be deemed to define and contain the full scope and extent
of the respective rights, obligations, and privileges of the Parties, but each and every
part of this Agreement shall be construed so as not to infringe the provisions of the
Applicable Law. If any covenant or condition on its true and proper interpretation
does infringe such a provision, covenant, or condition shall be read down to the extent
necessary to ensure that it does not infringe and to such reasonable extent as is
necessary to give it a valid operation. In the event that any such covenant or condition
becomes void or is declared invalid by the final and unappealable order, decree,
award, or judgment of any court or tribunal, this Agreement shall be construed as if
such covenant or condition had not been included herein. If a covenant and/or
condition becomes void or is declared invalid by the final and unappealable order,
decree, award, or judgment of any court or tribunal, this Agreement shall be construed
as if such covenant or condition had not been included herein.

6. TERM HEREOF AND DURATION OF COVENANTS . The term of this Agreement shall be
from the date of signatures hereof until the Commencement Date established in
accordance with Clause 16.2. However, each of the covenants, conditions and
agreements in this Agreement will, notwithstanding the execution of the Lease,
survive and remain binding on the Parties until performance in full of that covenant,
condition or agreement.

7. DETAILED DESIGN, PERMITS, AND CONSTRUCTION OF THE BUILDING

7.1. Detailed Design. The detailed Building Plan including all components and
locations of the Building shall, no later than three (3) months from the date of
signing this Agreement, be drawn up by the Lessor and notified to the Lessee
and so as to be consistent with Annexure 2A and the several provisions
hereof. The detailed drawings and plans will be attached hereto as Annexure
2A.1 and detailed section and elevation drawings will be attached as Annexure
2B, subject to such modifications as the Lessor may require provided such
modifications do not affect the Lessee’ operations in the Demised Premises.

7.2. Lessor to Obtain the Building Permit and Submit Construction

Timetable. The Lessor shall apply for the Building Permit and obtain the final
Building Permit prior to the commencement of the Lessor’s Works, permitting
the use of the Centre and the Demised Premises free from any conditions
which may adversely affect the operation or use of the Centre or the Demised
Premises as herein contemplated. Any terms and conditions which may
materially affect the operation or use of the Demised Premises, or the use of
the Centre shall be promptly notified in writing to the Lessee prior to the
commencement of the Lessor’s Works. In such event, the Lessor shall use its
commercially reasonable endeavor to seek the deletion of such adverse terms
and conditions. The Lessor undertakes to use its reasonable endeavors to
obtain the Building Permit, on or before 31st March 2016 (the “Target
Building Permit Date”), and shall notify the Lessee in writing if they become
aware that this date will be delayed (the “Target Building Permit Date”),
and further undertakes to use reasonable endeavours to achieve the
Commencement of Construction by 31st March 2016.

7.3. Lessor to notify the Commencement of Construction. After receipt of the

Building Permit, the Lessor shall notify the Lessee in writing of the date on
which it proposes to commence construction of the Building.

7.4. Handover Date. Shall be as specified in clause 8.7. Any early Handover Date,
before or after the one specified in clause 8.7, shall be subject to a prior
written notice of 6 months from the Lessor to the Lessee and always subject to
the related handover provisions under this Agreement. [For the avoidance of
any doubts, the Lessor may exercise such right to reschedule the Handover
Date for a maximum of two times only yet the aforesaid notice period of 6
months should be always respected by the Lessor.

7.5. Lessor to obtain the Occupancy Certificate for the Building. The Lessor
shall obtain the Occupancy Certificate for the Building but shall not be
responsible for any delay if such delay is solely and directly attributable to the
Lessee’s default.

7.6. Fitout Design Fees. The Lessee agrees to pay Fitout Design Fees of Forty
Thousand Qatari Riyals (QAR 40,000.00) to the Lessee on the date of this
Agreement.

7.7. Handover Date, Provision of Utilities and Centre Opening Date

 8.7.1 The Lessor will notify the Lessee in writing of the Handover Date once the
Lessor has signed a construction contract with the Lessor’s Contractor in
respect of the Lessor’s Works.

8.7.2 The Lessor shall use cause the construction of the Building and the Lessor’s Work to be
commenced and proceeded with in accordance with the Design Documentation and
Construction Timetable. The Lessor undertakes, in accordance with all its obligations
hereunder and in compliance with the Applicable Law to achieve the following milestones on
no later than the dates respectively appearing against each milestone unless changed pursuant
to Clause 8.4:

MILESTONE TIMESCALES

Handover Date The date notified by the

Lessor to the Lessee
under Clause 8.7.1
Provision of the Utilities 3 months after the
Handover Date
Completion of the Minimum Hypermarket Opening 6 months after the
Requirements / Centre Opening Date Handover Date

7.8. Liquidated Damages for Delay by the Lessor.

If the Lessor fails to achieve any of the above milestones set out in Clause 8.7, the
Lessor will pay a penalty to the Lessee calculated at a rate of Fifty Thousand Qatari
Riyals (QAR 50,000.00) per day for each day of delay following the relevant
milestone and after expiry of a grace period of sixty (60) days after such milestone,
such payment to be capped at the Maximum Damages Cap (which shall be a cap that
applied in aggregate to all damages payable by the Lessor to the Lessee under this
Agreement and the Lease).

7.9. Damage to the Building. If, prior to the Commencement Date, the whole or
any part of the Building or the Demised Premises is destroyed or damaged so as
to render the Demised Premises substantially partially or fully unfit for use or
occupation for the purpose it was to be leased, then, the mutual obligations of
the Parties hereunder shall be and remain suspended until the Building and the
Demised Premises are rebuilt, reinstated, or made fit for the occupation and use
of the Lessee upon the terms and subject to the conditions of this Agreement,
provided that the Lessor shall be under no obligation to restore and reinstate the
Building and the Demised Premises if it considers it commercially non-viable or
impracticable, in which case the Lessor shall notify the Lessee of the same and
the Lease shall stand terminated forthwith. If the Lessor does not within six (6)
months of such damage or destruction communicate to the Lessee its decision to
reconstruct and restore the Building and the Demised Premises, along with a
time table for commencement of the said works, then the Lessee shall have the
right to terminate this Agreement after one (1) months’ notice to the Lessor.
 However, no Actual Losses or Liquidated Damages shall be payable to the
Lessee on such termination if the damage or destruction is not attributable to the
Lessor’s Default.

7.10. Minimum Co-Tenancy Standard. The Lessor shall exercise commercially

reasonable efforts to achieve the Minimum Co-Tenancy Standard. However,
the non-achievement of the Minimum Co-Tenancy Standard shall,
notwithstanding such efforts, entitle the Lessee to the rights set forth in Clause
16.2.3 and the rebate referred to therein shall be applied on a daily basis until
the Minimum Co-Tenancy Standard is achieved.

8. HANDOVER

8.1. Conditions for Handover. The Lessor shall arrange the Handover of the
Demised Premises and the Licensed Areas which are provided for use on a
non- exclusive basis by the Lessee on the Handover Date to the Lessee for the
Fitting Out the Works only after the Lessor’s Works in relation to the Demised
Premises and the Licensed Areas have been completed in accordance with the
Building Plans and Annexure 4, and after the Lessor has met the Minimum Fit
Out Commencement Requirements. Any reference to the Demised Premises in
relation to the Handover shall include reference to the Licensed Areas also.

8.2. Notice of Handover. When the Lessor reasonably believes that the Handover
of the Demised Premises will be available to the Lessee it must give to the
Lessee a notice (the “Notice of Handover”) which nominates the date, being
not less than two (2) weeks after the date of giving the Notice of Handover, on
which the Inspection referred to in Clause 9.4 is to be held and also the date on
which it believes the Handover of the Demised Premises will be available to
the Lessee.

8.3. Handover Defined. “Handover” of the Demised Premises is deemed to have

been given to the Lessee when the certificate evidencing the completion of the
Lessor’s Works is issued in accordance with the provisions of Clause 9.5.1 or
9.7, or deemed to have been issued under Clause 9.10.

8.4. Inspection. On the date defined in the Notice of Handover, an inspection of

the Demised Premises (the “Inspection”) shall be held in the presence of
representatives of each Party. Either Party may require, provided a prior notice
is given to that effect to the other Party, the presence of an agreed upon
independent architect with their representatives in the Inspection, and whose
terms of reference are previously advised, with a view to achieving agreement
between them as to the issuance of the Handover Certificate and/or the List of
Major Works required in accordance with the provisions of Clause 9.6. The
fees of the independent architect shall be borne by the Party requiring its
appointment.

8.5. Handover Certificate. The Lessee, must immediately after the Inspection:

8.5.1. If the Lessor’s Works are completed in accordance with the Building
Permit, the Building Plans, the Specifications and Obligations set forth
 in Annexure 4 save for minor works or snagging works that do not
prevent the Lessee from commencing its fit out works, and the Lessor
has also provided among other things, the facilities and/or amenities
required to execute the Lessee’s Works including those detailed in
Annexure 4 to such extent as will enable the Lessee to commence the
Lessee’s Works, carry them out without undue interruption by the
Lessor and complete them within the Lessee’s Fit-Out Period, issue the
Handover Certificate confirming that the Lessor’s Works have been so
completed and the Lessee hereby agrees to accept the Handover
Certificate, or

8.5.2. If the Lessor’s Works have not been completed so as to qualify for
such certification, issue a list of major defects in the Lessor’s Works
which is required to be rectified or a list of omitted works which are
required to be carried out before the Lessee is able to commence its fit
out works, and before the Handover Certificate can be issued (the “List
of Major Further Works”).

8.6. Major Further Work required for issuance of the Handover Certificate.
Upon the issuance of the List of Major Further Works, the Lessor must rectify
the defects or carry out the omitted works as soon as possible, and must then
request the Lessee to further inspect the Demised Premises (the “Re-
inspection”). Such Re-inspection shall be accomplished in the same manner
and be subject to the same provisions as the Inspection referred to in Clause
9.4, except that no less than seven (7) days’ notice of the Re-inspection shall
be given by the Lessor to the Lessee, unless otherwise agreed.

8.7. Handover Certificate on Re-inspection. If the state of the Lessor’s Works on

the date of the Re-inspection warrants it, the Lessee shall immediately after the
Re- inspection issue the Handover Certificate confirming that the Lessor’s
Works have been completed to the extent described in Clause 9.5.1.

8.8. Work still Incomplete on Re-inspection. If at the Re-inspection referred to in

Clause 9.7 the state of the Lessor’s Works does not warrant the issuance of the
Handover Certificate, or if in any event the Handover Certificate is not issued
within six (6) weeks after the date of the Inspection referred to in Clause 9.4,
then the Notice of the Handover will be deemed to have lapsed and the
procedure for issuance of the Handover Certificate as prescribed in Clause 9.2
to 9.6 (both inclusive) shall be repeated defining a date for Inspection not less
than one (1) week from the date of dispatch of such notice.

8.9. Handover Certificate and Final Inspection

8.9.1. On the date of issuance of the Handover Certificate in accordance

with the provisions of Clause 9.5.1 or 9.7 (or the deemed date of
issuance as referred to in Clause 9.10) the Lessee will be deemed to
have been granted and to have taken Handover of the Demised
Premises, and, subject to Clause 9.3, the date on which the Handover
Certificate is issued or is deemed to have been issued shall be
referred to in this Agreement as the Handover Date.
 8.9.2. On the issuance of the Handover Certificate under Clause 9.5.1 or
Clause 9.7 the Lessee must compile and give the Lessor the list of
minor works which do not affect the Lessee’s ability to commence its
fit out works, if any, which must be carried out to complete the
Lessor’s Works (the “List of Minor Further Works”). Promptly
after the issuance of the List of Minor Further Works, the Lessor
must carry out such work and rectify such defects and omissions as
are required to complete the Lessor’s Works in accordance with
plans, drawings, and specifications relating to them no later than five
(5) weeks prior to the opening of the Hypermarket for business.

8.9.3. Any defects or omissions which are listed by the Lessee in

accordance with Clause 9.9.2 and which have not been completed
five (5) weeks prior to the opening of the Centre to the general public
may, after notice to the Lessor by the Lessee, be done or rectified by
the Lessee (but the Lessee is not obliged to do so) and the Lessor
shall pay to the Lessee on demand all costs incurred by the Lessee in
respect of those works except for the cost of items which have been
submitted for resolution pursuant to Clause 9.10 and read with
Clause 27, and which are by such resolution determined not to have
been the responsibility or obligation of the Lessor.

8.9.4. The Lessor’s Works will not be considered to have been completed
in accordance with the plans, drawings, and specifications relating to
them unless or until the Handover Certificate is issued by the Lessee
to that effect, following an inspection of the Demised Premises of
which not less than seven (7) days’ notice has been given to the
Lessee by the Lessor, at which inspection representatives of the
Lessor and the Lessee shall attend, or unless and until a Handover
Certificate is deemed to have been so issued pursuant to Clause
9.9.1.

8.10. Resolution of Disputes relating to Certificate of Handover. If the Lessor

disputes the refusal or failure of the Lessee to issue the Handover Certificate,
or the content of any Handover Certificate issued by the Lessee, pursuant to
Clauses 9.5, 9.7, or 9.9, or if the Lessor considers it is not responsible for, or
obliged to, carry out any work listed in the List of Minor Further Works issued
under Clause 9.9.2, then the matter shall be resolved in accordance with
Clause 28, and the date decided pursuant to the application of Clause 28 shall
be deemed to be the date on which such certificate was issued for the purpose
of this Agreement and the Handover Date shall be considered accordingly.

9. LESSEE’S UNDERTAKING TO OPEN FOR BUSINESS . Provided the Lessor meets its
obligations hereunder the Lessee undertakes to achieve the Hypermarket Opening
Date one hundred eighty (180) days after the Handover Date.

10. LIQUIDATED DAMAGES FOR FAILURE TO OPEN FOR BUSINESS. If the Hypermarket
Opening Date is not achieved subject to a grace period of 60 days, then the Lessee
shall pay the Lessor liquidated damages calculated at the rate of Fifty Thousand
 Qatari Riyals (QAR 50,000.00) for each day of delay. It is agreed that the maximum
level of damages payable shall be capped at the Maximum Damages Cap.

11. INSURANCE.

The Lessee shall provide the Lessor with copy of its’ insurance certificates and attach
the same to the Lease Agreement. The Lessee should maintain such insurances on no
less comprehensive terms for the whole Lease Period.

12. LESSEE’S INDEMNITY. The Lessee hereby indemnifies and covenants to keep the Lessor
indemnified against the Actual Losses attributable to the Lessee’s default.

13. LIQUIDATION. This Agreement may be terminated with immediate effect by either Party
giving notice of termination to the other Party if such other Party is unable to pay its
debts or commits an act of insolvency under the Applicable Law, or a liquidator,
receiver, administrator or trustee, or similar officer is appointed over any of its assets,
or goes into liquidation or is declared bankrupt or insolvent, or makes an assignment
for the benefit of or enters into an arrangement or composition with its creditors, or
ceases to carry on its business or substantially the whole of its business. For the
avoidance of doubt, it is clarified that the winding up of a Party for the purpose of
solvent amalgamation, merger, or reconstruction shall be deemed to be an assignment
and will be subject to the provisions of Clause 17.

14. OPTIONAL EXIT IN CASE OF INORDINATE DELAYS

14.1. Events for Termination. This Agreement shall stand automatically

terminated, upon the Lessee notifying the Lessor of its intention to terminate,
with effect from the date of such notification, without the need for any judicial
decision, arbitral award, or administrative or judicial procedure, or further
notice in the event that:
14.2. the Handover Date has not been achieved by 30th September 2020; or
the Lessor does not meet the Minimum Hypermarket Opening Requirements by 2nd
March 2021 or the Lessor has not achieved the Centre Opening Date by 2nd March
2021
14.3. Consequences of Termination. Following termination of this Agreement
upon notification by the Lessee:

14.3.1. the Lessee shall have the right to remove from the Centre and the
Demised Premises all movable chattels fixtures and fittings which it
owns, and must compensate the Lessor for any damage or loss to the
Lessor or to the Centre or to the Demised Premises caused by such
removal.