LEAVE AND LICENSE AGREEMENT

THIS LEAVE AND LICENSE AGREEMENT (“AGREEMENT”) is made at Mumbai

on this
Day of .

BY AND
BETWEEN

JYOTIRLING CO-OPERATIVE HOUSING SOCIETY LIMITED, a Society

registered under the Maharashtra Co-operative Societies Act, 1960, bearing
Registration No. NBOM/ CIDCO/HSG/(OH)/966/JTR/2000-2001 and having
its registered office at Plot No. 43, Sector No. 14, Koperkhairne, Navi Mumbai
– 400 709., through its authorized Chairman
/ Secretary _/ Treasurer
, hereinafter referred to as “LICENSOR” (which
term or expression shall unless otherwise excluded by or repugnant to the subject or
context hereof be deemed to mean and include members of the Society and its
nominee/s or assigns) of the ONE PART;

AND

INDUS TOWERS LIMITED (formerly known as Bharti Infratel Limited),

a company incorporated under the Companies Act, 1956 having its Circle

office at Skyline Icon, 3rd Floor, Near Mittal Industrial Estate, Andheri Kurla
Road, Andheri East, Mumbai 400 059 and registered Office at Building No. 10,
Tower A, 4th Floor, DLF Cyber City, Gurugram- 122002, Haryana., through its
Constituted Attorney (hereinafter
referred to as the “LICENSEE”, which term or expression shall unless otherwise
excluded by or repugnant to the subject or context hereof be deemed to mean and
include its agents, assigns, representatives, successors, group companies, subsidiaries
and associates), of the OTHER PART;
The Licensor and Licensee are hereinafter collectively referred to as “the
Parties” and severally as “the Party”.

WHEREAS:

A. The Licensee is a registered Infrastructure Provider, category-1(IP-1) by

virtue of registration granted by the Department of Telecommunications,
Ministry of Communications & IT, Government of India, and is engaged
in business of establishment, maintenance and provision of
telecommunication infrastructure, which inter alia includes providing
towers and other allied equipment’s and leasing of antennae sites on multi-
tenant sharing basis, to various telecom service providers including cellular
service providers.

B. The Licensee is interested in obtaining premises from Licensor on Leave

and License basis, inter alia, for the purpose of establishing, constructing,
installing, operating, maintaining and storing various kinds of cell sites,
structures, transmission towers/poles with single or multiple antennas,
with or without RCC beams/columns etc., civil/pre-fabricated equipment
shelters, earthing connections to antenna, generator, equipment’s, laying
of optical/electrical/copper cables to ground, lightning arrestors, and
aviation lamps, necessary cabling and connectivity to each antenna,
generator, equipment, and space for installation of electricity meter and
power connectivity etc., network equipment (such as radios, batteries,
antennas, cables including optical/electrical/copper cables, etc.), ducts, fibres
and other assets (“Equipments”) in order to provide the same on
License/License/sale basis to various telecom service providers like Airtel,
Idea, Vodafone, Reliance etc. in furtherance to its above stated business
(the “Business”);
C. The Licensor has represented to the Licensee that he is the absolute and
bonafide owner, has a clear and marketable title and is legally entitled to
License out the premises admeasuring 250 square feet’s, comprising of
terrace/ground (“Licensed Premises”), of Building named as “Jyotirl ing
CHSL” situated on Plot No. 43, Sector No. 14, Koperkhairne, Navi
Mumbai – 400 709., more particularly described in the Schedule and the
site plan attached to this Leave and License Agreement herewith as
Annexure-I. The Licensed Premises is constructed over a plot of land situated
at Plot No. 43, Sector No. 14, Koperkhairne, Navi Mumbai – 400 709
(“Land”). Further, a building has been constructed over the said Land
(“Building”);

D. Based on the written as well as oral representations, assurances and warranties

of the Licensor, the Licensee has accepted to take on License the Licensed
Premises together with all rights, easements and appurtenances attached
thereto, including the right to use the common areas and facilities etc., along
with the right of ingress and egress to all common areas, and the Licensor
has agreed to give on License the Licensed Premises as per detailed terms
and conditions as contained in this Leave and License Agreement.

NOW THIS AGREEMENT WITNESSTH AND IT IS HEREBY AGREED

BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. GRANT OF LICENSE:

1.1 The Licensor hereby grants to the Licensee and the Licensee hereby
accepts on License from the Licensor, the Licensed Premises for carrying
on its Business or such other activities as it may deem fit, without any
hindrance by the Licensor. The Licensor has handed over the physical vacant
peaceful possession of and granted access to the Licensed Premises to the
Licensee simultaneously on the signing of this Leave and License Agreement
and the Licensee may immediately commence and carry out all types of
 construction, installations, fixations, fittings alterations, air- conditioning,
cabling, ducting, flooring, and set up and install its tower, Equipment’s etc. in
the Licensed Premises as per its sole discretion and requirements from time
to time.

2. TERM:

This Leave and License Agreement is for a period of 2 (Two) years

commencing from 19th day of November, 2021 to 18th day of November,

2023 (“Term”).

3. LICENSE:

In consideration of the Licensor granting on License the Licensed Premises to

the Licensee, the Licensee has agreed to pay the Licensor a yearly
License of Rs.7, 02,625/- (Rupees Seven Lac Two Thousand Six

Hundred and Twenty five Only) (“License”), commencing from 19th

November, 2021. The License shall be Increased by 10% at the expiry of 1
(One) year only over the last paid License. The License shall be payable
Yearly vide Cheque/ Demand Draft/Bank Transfer in favor of the
Licensor. The License shall be payable in the name of “Jyotirling Co-
Operative Housing Society Limited” having PAN No.AABAJ0984A,
subject to tax deductible at source. The License would be inclusive of all
present and future taxes, including property taxes, municipal taxes or any
other statutory taxes that may be levied by the State / Central Government.
Further, the Licensor shall furnish to the Licensee, the receipts towards the
payment of License. The Licensor agrees and undertakes to complete all the
registration formalities simultaneously with the execution of this Leave and
License Agreement and in any case within 30 days from the date of
execution failing which the Licensee shall be entitled to withhold the
License till the Leave and License Agreement is registered and this will not
amount to breach of License payment obligation of the Licensee.
3.1 The details of the period wise License are as under:-

OPCO VIL (IDEA) AIRTEL TOTAL

PERIOD LICENSE

19th Nov.,2021 to 18th Nov., Rs.5,37,625 Rs.1,65,000 Rs.7,02,625

2022 /- /- /-

19th Nov.,2022 to 18th Nov., Rs.5,91,387 Rs.1,81,500 Rs.7,72,887

2023 /- /- /-

3.2 The Licensee has agreed to deposit and keep with licensor a
sum of Rs. 1,91,625/- as and by way of security deposit
refundable for due observation and performance of the
conditions of leave and license agreement. The said deposit
shall not carry any interest.
The security deposit of Rs.1, 91,625/- Shall be paid before
within one day working day by licensee, failing which
agreement stays forfeited.
3.3 The Licensee shall be liable for the payment of all such taxes,
property taxes, Municipal taxes, any other statutory taxes of
any sort or in respect of and/or concerning the said Tower.
3.4 It is expressly agreed between the parties that Licensee shall be entitled
to allow other cellular telephony service providers VIL (IDEA) and
AIRTEL to share its existing infrastructure and that the license being paid
by the Licensee to the Licensor under this Agreement is inclusive of the
compensation on behalf of other service providers. However, personnel from
Licensee and the other cellular telephony service provider/s as well, will have
24 hours access to the Cell site for service and maintenance of equipment on
producing their proper identity cards.
3.5 The Licensee at its own cost and efforts shall obtain submission
copy from the NNMC within the period of 30 days from the
execution of this agreement.
3.6 It is further specifically understood and agreed, unless requested and
 agreed to otherwise, that in case the Licensor claims GST in addition to
License fee agreed above, the Licensor would do so in accordance with the
provisions of GST Laws and tax accounting policies followed by the
Licensee for claiming Input Tax Credit (ITC) of such GST charged by the
Licensor. Licensor shall raise the tax invoices in accordance with GST laws
and submit the same to Licensee as per its invoices processing policies
which may prescribe prior uploading of the required invoice details over
the GST portal for tax verification purposes and thereafter, to comply
with return filing and tax payment obligations within prescribed timelines as
per the GST law. Any invoice submitted without the above compliances
would be deemed to be a deficiency in service and the same would be
referred back to Licensor for defect rectification. Further, in case any Input
Tax Credit, refund or other benefit is denied or delayed to the Licensee due to
any non-compliance or inefficiency by the Licensor, the Licensor shall
reimburse, compensate and indemnify for the loss to the Licensee
including, but not limited to, the loss of input tax credit, any incidental and
consequential interest and penalty thereon. The Licensor has agreed that
he/she/they shall provide all related documents to Licensee to claim for ITC /
refund and comply by all such requirements as may be required by GST
Laws.

4. COVENANTS OF THE LICENSOR:

The Licensor covenants with the Licensee as follows:

4.1 The Licensor hereby permits the Licensee to install, erect, commission,
establish and maintain on the Licensed Premises, including but not limiting
to a)Equipments;
b) Additional Antenna for the purpose of sharing with any other telecom operators;
c) Air conditioners; d) DG Set, or any other source or technology of
producing energy; e) Guard-room; and f) Temporary/semi-permanent
shed for housing the generator and other equipment that may be installed.

4.2 The Licensor expressly grants the Licensee the permission to License /
License/ grant the Equipment’s etc. installed at the Licensed Premises,
for use of telecom operators and entities (“Associates”) and to enter into
multi-operator arrangements/ agreements with the Associates, who shall
provide or intend to provide telecom services. Further, the Associates
shall be entitled to use/install any of their equipment’s etc. in the
Licensed Premises. For the limited purposes of this Leave and License
Agreement, all such equipment’s etc. shall be deemed to be the
Equipment’s of the Licensee. The Licensor shall have no objection for
the transfer of the License hold rights of the Licensee on account of the
Licensee’s merger, amalgamation, takeover, re-structuring or any other
re- arrangement, and the terms of this Leave and License Agreement shall
continue.

4.3 The Licensor hereby grants unconditional and unrestricted permission to the
Licensee, Associates to whom the Licensee has permitted to use the
Equipment’s, its clients and to its associates etc. (“Licensee’s
Representatives”)to engage the services of vendors, contractors,
engineers, supervisors, workmen, employees, authorized personnel, sub-
contractors, security guards, caretakers and other service providers etc,
(“Third Party Contractors”) to erect, install, commission, up-grade or
change location of the Equipment’s, or such additional or alternate
equipment’s etc. that may be required from time to time at their own expense
and cost, to dig trenches, gutters, chambers and carry out all other plumbing,
civil/mechanical and electrical works, to carry out repairs, maintenance,
 alterations etc. The Licensor hereby provides unhindered ingress and
egress, to the Licensee, Licensee’s Representatives and Third Party
Contractors, who shall be entitled to carry tools, tackles, heavy
machinery, raw materials, cranes, anchorage equipment, winches, pulleys,
ropes, scaffolding, brackets, clamps, welding and cutting equipment etc.
and to use the same on the Licensed Premises. The Licensor has also
permitted the Licensee and Licensee’s Representatives to display logos,
signage’s, glow signs, hoardings etc. on the Equipment’s/ Licensed Premises
at no extra cost whatsoever.

4.4 It is especially understood and agreed that the Equipment’s and other items,
fixtures etc. installed by the Licensee shall always remain, without exception,
the Licensee’s property, and upon its expiration or early termination, or
otherwise the Licensee shall remove the same from the Licensed
Premises.

4.5 The Licensee shall be entitled to connect its equipment’s with networks
of other telecom service providers by routing necessary cables,
microwaves etc. The Licensee shall also be entitled to connect the
optical/electrical/copper cables/ wires/ fiber etc. through GI/PVC pipes etc.
from outside the Licensed Premises.

4.6 The Licensee shall be entitled to an uninterrupted, unobstructed and

unhindered access to and peaceful enjoyment of the Licensed Premises,
throughout the Term of the Leave and License Agreement.
Notwithstanding anything to the contrary contained herein, if there is
any interruption or disturbance in the peaceful enjoyment of Licensed
Premises for any reason whatsoever, no License or any other outgoings
shall be payable by Licensee to Licensor for period of interruption or
disturbance.

4.7 In case Licensor or any third party, causes any hindrance or restriction or
objects to the entry of the Licensee or Licensee’s Representatives, or in case
 of any dispute with other occupants/ residents of the Building/premises or
neighborhood, the Licensee shall intimate the Licensor about the same
and the Licensor shall immediately remove or cause to be removed all
such obstructions, hindrance, interference, failing which the Licensor
shall be liable to pay losses on actuals, if any, suffered by the Licensee or
Licensee’s Representatives. Further, in the event, any consent is required from
any neighbor or any other occupant of the Building or the Residents’
Welfare Association, then the same shall be promptly obtained by the
Licensor at its own cost.

4.8 The Licensor shall extend all co-operation and facilities to the Licensee
and to do all that is necessary to facilitate the Licensee in obtaining
all clearances/ certificates/permissions/ sanctions as may be required
from all statutory, government and municipal authorities, from time to
time. In case the Licensor is required to appear before any authority for
obtaining any permission, sanction, NOC etc., he shall appear as may be
necessary, upon intimation being given by the Licensee.

4.9 If any renovation, repair, construction etc. is required to be carried out by

the Licensor on or around the Licensed Premises, the Licensor shall serve a
notice in writing at least 30 (thirty) days prior to such commencement, to the
Licensee. The Licensor and the Licensee shall in good faith discuss and
agree on the measures to be taken by the Licensor for the protection of
the Equipment’s during the said renovation, repair or
construction/demolition. Any additional cost to be incurred for safeguarding
the Equipment’s shall be borne by the Licensor. The Licensor shall, at all
times, ensure that any such repair, maintenance or renovation etc. does
not disrupt or damage the Equipment’s in any manner whatsoever. The
Licensor shall not ask the Licensee to shift or relocate its Equipment’s to
any other place. The Licensee shall be entitled to post its own security
guard(s) at such place, in or around the Licensed Premises, as may be
necessary.
4.10 The Licensor shall ensure that the minimum required distance is
maintained between the Equipment’s of the Licensee and any other
structure installed / proposed by the Licensor or third parties near the
Licensed Premises and the Licensor shall ensure that such structures shall
not cause any obstruction, hindrance to the Equipment’s installed by
the Licensee and Licensee’s Representatives. Further, the Licensor shall
not install, cause, or allow to be installed on the Building, any
communication facilities/equipment, the placement or operation of which, in
the judgment of the Licensee, may interfere with the working of the
Equipment’s.

4.11 The Licensee shall not be liable in any manner whatsoever for any injury or
damage which may be caused to the Licensor, or representatives of the
Licensor or any other third party who may gain access to the Licensed
Premises and unauthorized tampers or interferes with the Equipment’s
installed by the Licensee or Licensee’s Representatives etc. The Licensor
alone shall be solely liable for any such mishappening including injury or
damage that may be caused to anyone.
4.12 The Licensor shall carry out all major structural repairs and maintenance
of the Licensed Premises during the Term of the Leave and License
Agreement. Repairs and maintenance will be required to be done within
four [4] days of the receipt of notice from the Licensee in this behalf,
failing which the Licensee shall be entitled to carry out such repairs at its
own cost and adjust the amount spent thereon against the License payable.

4.13 The Licensee shall not be liable to pay any License in the event, the
Licensed Premises, or any portion thereof becomes unusable due to Force
Majeure (defined hereinafter), or due to any action/order of any court or
tribunal and act of third party. Further, the Licensor shall ensure that no
hindrance is caused for any reason whatsoever during the construction of
the cell site and thereafter during the continuance of the License including
uninterrupted, unobstructed and unhindered access to the Licensed Premises
at all times to the Licensee/ Licensee’s Representatives etc., however, in
 case of any default on part of the Licensor to adhere to any of the above
conditions, the Licensee shall not be obliged to pay any License for the such
period the said default exists. The Licensor further hereby agrees to pay a
minimum fixed sum of Rs.5,00,000/- (Rupees Five Lac Only) as
quantified liquidated damages to the Licensee in case the Licensee is
compelled to remove its Equipments from the Licensed Premises for any
reason whatsoever, attributable to the Licensor.

4.14 The Licensee shall be entitled to have all rights and entitlements conferred
upon an Infrastructure Provider Category-I (IP-1) under the Indian
Telegraph Act, 1885 or any other applicable laws, rules or regulations
framed there under. The Licensor acknowledges that the services
provided by the Licensee from the Licensed Premises are essential and
public utility services and that the Licensee shall be entitled to all the
rights conferred by law.

4.15 The Licensor shall indemnify and keep indemnified the Licensee and
Licensee’s Representatives from and against any and all claims,
demands causes of action, obligation, litigation, liability, loss, damage, cost
and expenses incurred or sustained by reason of or arising out of (i) any
breach or alleged breach by the Licensor of terms of this Leave and
License Agreement; or (ii) due to any action or negligence on the part of the
Licensor; or (iii) violation by the Licensor of any statute, law, rule, bye law,
notification or direction issued by Central, State or Local Authorities.

4.16 The Licensor shall bear all taxes past, present and future, including property
taxes, fees and other Government or statutory levies in relation to the
Licensed Premises, failing which, the Licensee shall be entitled to pay such
amount and to deduct the same from the License. The Licensor shall keep the
Licensed Premises adequately insured at its own cost.

4.17 It is amply understood that the Licensee has received the approval of two
thirds majority of the Licensor's General Body Members and that this
 Agreement is binding on the next and future General Body/Managing
Committee members and the terms and conditions set forth and executed
herein will automatically become a part of the duties of the next and future
General Body/Managing Committee members.

5. COVENANTS OF THE LICENSEE:

The Licensee covenants with the Licensor as follows:

5.1 To pay to the Licensor the yearly License, as per the terms of this Leave and
License Agreement. The Licensee shall also pay the charges for electricity
and water, consumed in the Licensed Premises, based on actuals. The
Licensor shall provide separate electric meters for the purposes of the
Licensee. The Licensee may apply for, obtain and install its requirement of
power directly from the concerned electricity authorities in its name or in
the name of any nominee. The Licensor shall give & sign required
NOC’s/other papers for the aforesaid purpose and allow the
employees/workers of the concerned electricity authorities or any other
agency to carry out the work of installation of the electric meters or any
other necessary equipments. The Licensee shall have the right to install
necessary cables, wires and equipment for the purpose of transmitting the
power supply from meters to its antenna and other equipments and
generators, without the permission of the Licensor. For this purpose the
Licensor shall provide required NOC’s etc., sign all papers and provide all
other assistance required.

5.2 To carry out minor/day-to-day repairs and maintenance of the Licensed

Premises and other fixtures and fittings. The Licensee shall ensure that no
damage is caused to the Licensed Premises during the installation of the
Equipments, reasonable wear and tear excepted & to keep its Equipments
installed in the Licensed Premises adequately insured at its own cost.

5.3 To clear all dues including electricity dues, water dues, which are payable
by the Licensee under this Leave and License Agreement before handing
 over the vacant and peaceful possession of the Licensed Premises to the
Licensor.

5.4 In the event, the Licensed Premises is attached due to non-payment of any
dues by the Licensor, then the Licensee shall be entitled to pay the License to
the concerned government authority, which shall be regarded as the
compliance under this Leave and License Agreement, and the Licensee shall
not be liable to pay the License to the Licensor.

5.5 The Licensee shall be entitled to undertake upgradation/modification on

existing poles/shelter without occupying any additional FSI and within the
limit of structural stability with due intimation to the Licensor.

6. REPRESENTATIONS AND
WARRANTIES: The Licensor represents
and warrants that:
6.1 There is no impediment/s whereby the Licensor is restrained from
entering into / performing its obligations under this Leave and License
Agreement. The Licensor represents that he is the legal, rightful and absolute
owner of the Licensed Premises and is fully authorised to enter into this
Leave and License Agreement and grant the Licensed Premises on License
to the Licensee.

6.2 The Licensed Premises are free from all restrictive covenants, lispendens,
acquisition and requisition proceedings, minor’s claims, mortgage, lien,
charge, or claims or encumbrances of any other nature whatsoever.

6.3 The Licensor shall provide all necessary documents and extend all necessary
co- operations, assistance as required by the Licensee from time to time
to obtain licenses/permissions from the concerned authorities to
operate the Licensee' business from the Licensed Premises. The
Licensor further represents that all necessary permissions/sanctions /
approvals from the concerned authorities have been obtained for the
 Licensed Premises, and that the Licensed Premises is not prohibited from
being used as per the requirement of the Licensee, and the Licensor further
agrees to indemnify and keep indemnified the Licensee, its directors,
employees, agents etc., against all actions, claims, demands,
proceedings, expenses, damages, recoveries, judgments, costs, charges etc.
by reason of any action or proceedings, commenced or instituted in respect
of Licensed Premises, which may render the occupation of the Licensed
Premises by the Licensee for the purposes of its business as aforesaid as
unlawful and as a consequence of which the Licensee may be compelled to
vacate the Licensed Premises during the Term of the Leave and License
Agreement.

6.4 No director or employee of the Licensee or immediate family member thereof

was offered and received anything of value of any kind from the
Licensor or his employees, directors or agents in connection with this
Leave and License Agreement and that no personnel of the Licensee have
any business relationship of any kind with the Licensor or his directors,
employees or agents.

6.5 The Licensor having satisfied himself about the nature, usage, purpose,
specifications, weight and dimensions of the Equipments, to be erected/
installed at the Licensed Premises warrants to the Licensee that the
Licensed Premises/ Building is structurally strong enough to withstand the
load of the Equipments and undertakes to indemnify and keep indemnified
the Licensee, its directors, employees, agents etc. for any loss caused to
any third party resulting from any weakness/defect in the structure/
Building/Licensed Premises.

6.6 The Licensor has and shall continue to comply with all laws, bye laws,
rules, regulations, orders, notifications, directions, conditions of the
Government whether Central, State, Local or Municipal with respect to the
said Licensed Premises during the Term of this Leave and License
Agreement.
6.7 All taxes with respect to the Licensed Premises have been paid by the
Licensor, till date and the Licensor does not have any liability for any
past/accumulated taxes, or any interest or penalty in respect thereof, of any
nature that may be assessed against Licensee or become a lien against the
Licensed Premises.

6.8 In the event, the Licensee goes for excavation and/or sets up additional
equipments or increases the height of the Tower / Pole or utilizes more space
for installing the Equipments in the Licensed Premises, the Licensor shall
have no objection to the same and will not insist on increasing the License.
Further, the Licensee shall bear the entire costs in relation to such
construction.

6.9 In case where Licensee incurs any loss due to misrepresentation by the
Licensor including for any of the above representations and warranties,
the Licensor shall indemnify and will always keep indemnified the
Licensee, its directors, employees, agents etc., against all costs of shifting,
replacement and relocation etc. to any other similar premises and any other
cost, loss or damage.

The Licensee makes the following representations and warranties:

6.10 The Licensee is an entity duly incorporated and validly existing in accordance
with the laws of India and has full authority to enter into this Leave
and License Agreement. The execution of this Leave and License
Agreement is not prohibited by its constituent documents or any
applicable law or agreement to which it is a party.

7. RESTRICTION ON TRANSFER:

It is hereby agreed between the Parties as follows:

7.1 The Licensor shall not transfer, directly or indirectly the Licensed Premises in
favour of any competitor of the Licensee engaged in providing
infrastructure services similar to that of Licensee.

7.2 In the event the Licensor mortgages/ transfers/ conveys all or any portion
of the Licensed Premises, or the Land/ Building thereof, to a third party
and/or the Licensed Premises and/ or any portion thereof gets
conveyed/transferred by contract, operation of law and/or by order of
any court/ authority, or any other obligation of the Licensor, to a third
party such transfer/ conveyance shall be subject to this Leave and License
Agreement and shall recognize and accept the right(s) of the Licensee and
upon the transfer/conveyance having been completed, the transferee shall
step into the shoes of the Licensor and all the rights and liabilities of the
Licensor shall automatically devolve on the transferee. The terms and
conditions of this Leave and License Agreement shall remain valid and
enforceable with such third party. Such clause shall be incorporated in
sale/conveyance agreement, etc. between such Licensor and the third
party. Further, all deposits made by the Licensee to the Licensor under
this Leave and License Agreement, shall be deemed to be the deposits
made to such transferee of the Licensed Premises. The Licensor hereby
assure the Licensee that before effecting any transfer of the Licensed
Premises or any part thereof to a third person, they shall procure from
such transferee a letter of confirmation and acknowledgement,
confirming the transferee’s acceptance of the terms and conditions of
this Leave and License Agreement and also its taking over all the rights and
obligations of the Licensor as stated in this Leave and License
Agreement. However, the Licensor shall not transfer the property for a
period of 2 (two) years, without the written consent of the Licensee.

8. FORCE MAJEURE:

8.1 If at any time, the Licensed Premises is destroyed or damaged by acts of

god, tempest, flood, earthquake or any other means like fire or riot, civil or
 military action, war, (“Force Majeure”), so as to become unfit for
occupation or use, the Licensor undertakes to carry out the necessary repairs
within 7 days of the occurrence, and no License and other outgoings shall be
paid until the Licensed Premises shall have again been rendered fit for
occupation. Additionally, the Licensee shall have the option to terminate
this License Agreement by giving a 15 (fifteen) days written notice.

8.2 Neither Party shall be liable to the other Party for failure to perform its
obligations due to occurrence of any event beyond the control of such
Party and affecting its performance including, without limitation,
governmental regulations, orders, administrative requests, rulings or orders
of Department of Telecommunications / Telecom Regulatory Authority of
India, judicial orders and Force Majeure.
9. TERMINATION:

9.1 The Licensnor Or Licensee may, at any time after giving 6 (Six) months'
notice, terminate this Leave and License Agreement without assigning
any reasons to any one or all sharing operators, notwithstanding anything
to the contrary contained herein.
9.2 In case the Licensee fails to obtain required submission copy
from NMMC within 30 days, Licensor shall be entitled to
terminate the said Agreement and cut off the electricity and
such services thereof.
9.3 In the event, the Licensee fails to pay to the Licensor, breach of any terms
and condition of this agreement. The Licensor shall be entitled to, terminate
this Leave and License Agreement, after providing a notice of 30 (thirty)
days to the Licensee and be entitled to stop electricity supply.
9.4 The Licensee shall handover the physical possession of the Licensed Premises
to the Licensor on the expiry or earlier termination of this Leave and
License Agreement as contemplated in this Leave and License
Agreement, subject to normal wear and tear.

10. GENERAL CLAUSES:

a) Any notice etc, unless otherwise specified, shall be deemed to be validly
sent if dispatched by registered post AD to the other Party at the
following respective addresses:-

If made to Licensee:

Head - Legal
INDUS TOWERS LIMITED
(formerly known as Bharti Infratel Limited)
Skyline Icon, 3rd Floor,
Near Mittal Industrial Estate,
AndheriKurla Road,
Andheri East, Mumbai 400 059

If made to the Licensor:

JYOTIRLING CO-OPERATIVE
HOUSING SOCIETY LIMITED.
Plot No. 43, Sector No. 14,
Koperkhairne,
Navi Mumbai – 400 709

b) In the event of Terminating this Agreement, The Licensee

shall remove the mobile tower and other equipment at its own
cost.
c) The failure of either party to enforce any provision of this Leave and
License Agreement shall not be considered to be waiver of the right of such
Party thereafter to enforce each and every such provision. Waiver, if any,
shall be in writing, signed by the then duly authorised signatory of the
concerned Party.

d) If any provision of this Leave and License Agreement is determined to be

void or unenforceable under any law applicable, such provisions shall be
deemed amended or deleted in so far as is reasonably inconsistent with the
provisions of this Leave and License Agreement and to the extent necessary
to conform to applicable law and the remaining provisions shall remain valid
and enforceable.
e) This Leave and License Agreement constitutes the entire agreement between
the Parties and supersedes all previous discussions/ correspondence and
arrangements/ agreements between the Parties, if any, whether written,
oral or implied concerning the matters covered herein. This License
Agreement shall not be modified, except by amendment(s) in writing duly
executed by both the Parties hereto.

f) This Leave and License Agreement shall be construed in accordance with

applicable laws of India and any dispute arising from the subject matter of this
Leave and License Agreement shall be adjudicated only in the Court of
competent jurisdiction at Mumbai.

g) Any dispute or difference out of or relating to the scope, operation or

effect of this Leave and License Agreement or the validity or the breach
thereof shall be settled by arbitration, by a sole arbitrator to be appointed
by the Licensee, in accordance with the Arbitration and Conciliation Act,
1996 and the award made in pursuance thereof shall be binding on the
Parties. The venue of arbitration proceedings shall be Mumbai.

h) The Licensor hereby permits the Licensee to procure loans/financial

assistance from third party or financial institution, banks etc., from time
to time by creating pledge and hypothecation over all or any of the
Equipments, installed at the Licensed Premises. Further, it is expressly
agreed that the Licensor shall not have any claim, lien or charge on the
Equipments, either for License, arrears, fees, compensation or otherwise

i) The stamp duty, registration & incidental charges in respect of this Leave
and License Agreement and all other documents that may be executed
pursuant to this Leave and License Agreement shall be borne by the Licensor
and Licensee in equal ratio. The Licensor hereby authorises the Licensee
to adjust the above stated Licensor’s share in respect of stamp duty,
registration charges and incidental charges from the License payable to
the Licensor. The Licensor also undertakes that if the Leave and License
 Agreement is terminated for any reason what so ever, prior to above
mentioned adjustment of the dues then such unadjusted amount will be paid
by the Licensor before taking back the physical possession of the Licensed
Premises

j) This Leave and License Agreement may be signed in any number of

counterparts, each of which is an original and all of which, taken together,
constitutes one and the same instrument.
FIRST SCHEDULE REFERRED TO ABOVE

ALL THAT THE PLOT OF LAND admeasuring , situated at Plot No. 43,
Sector No. 14, Koperkhairne, Navi Mumbai – 400 709 and butted and bounded as
follows:

By the NORTH :
By the EAST :
By the SOUTH :

By the WEST :

SECOND SCHEDULE above referred

to: (Description of the Licensed
Premises)
ALL THAT SPACE admeasuring 250 Sq. Fts. (Two Hundred And Fifty Sq. Fts.)
on the roof/terrace of the building and on the ground floor on combined basis in the
said premises as mentioned in the First Schedule shown and demarcated in green
border in the plan annexed hereto being part of the land described in First Schedule
hereinabove.
IN WITNESS WHEREOF the parties hereto have set and subscribed their
respective hands and seals to two (2) copies of this Agreement, one original and
one duplicate on the day, month and year first hereinabove mentioned.

SIGNED AND DELIVERED ]

By within named the said LICENSOR ]

JYOTIRLING CO-OPERATIVE
HOUSING SOCIETY LIMITED ]
Photo
Through its Authorized Signatory ]

Mr. ]
Chairman

Photo

Mr. ]
Secretary

Mr. ]
Treasurer Photo

In the presence of WITNESS: ]

1. ]

2. ]

Name & Signature

SIGNED AND DELIVERED ]

By within named the Said LICENSEE ]

INDUS TOWERS LIMITED ]

(formerly known as Bharti Infratel Limited) ]
Photo
Through its Constituted Attorney ]

Mr. ]

In the presence of WITNESS: ]

1. ]

2. ]

Name & Signature

 ANNEXURE – I

(Layout plan of the Building / Licensed Premises)

 NO OBJECTION CERTIFICATE

We JYOTIRLING CO-OPERATIVE HOUSING SOCIETY LIMITED, do

hereby certify that We have No OBJECTION if Municipal Corporation or any other
Authority/ies accord approval for installation of telecom equipment/cell site/
tower in the name of our Licensee INDUS TOWERS LIMITED (formerly

known as Bharti Infratel Limited) having its office at Skyline Icon, 3rd Floor,
Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai 400 059.,
for the Licensed Premises herein.

LICENSOR

Place:
Date:
 NO OBJECTION CERTIFICATE

We JYOTIRLING CO-OPERATIVE HOUSING SOCIETY LIMITED, have given

our space
on the plot of land of our premises being the Licensed Premised herein on leave and
license basis to INDUS TOWERS LIMITED (formerly known as Bharti Infratel

Limited) having its Circle Office Skyline Icon, 3rd Floor, Near Mittal Industrial
Estate, Andheri Kurla Road, Andheri East, Mumbai 400 059., for the installation of
telecom equipment/cell site/ tower on the Licensed Premises herein.

We have no objection in permitting them to have a separate electrical load

sanctioned in their favour from Electricity Board to meet their requirements.

LICENSOR

Place:
Date:
 TO WHOMSOEVER IT MAY CONCERN

This is to certify that INDUS TOWERS LIMITED (formerly known as

Bharti Infratel Limited)/ Licensee has been permitted to dig
earth pits at the distance of
meters for laying the earth for the safety of the Equipment installed at the
Licensed Premises herein.

LICENSOR

Place:
Date: