LEASE DEED

Under taking

BY AND BETWEEN

Mr. Ram Avatar Gupta S/o Sh. Nathu Ram, having PAN ABYPG1458P GSTIN……………residing
at H. No. 8, Panchwati scheme no. 7 Alwar (Raj.)

AND

Allen Career Institute Private Limited (CIN: U80100RJ2021PTC077131), a company incorporated

under the provisions of the Companies Act, 2013, having its registered office at "Sankalp” Cp-6, Indra
Vihar, Kota, Rajasthan, India - 324005, having PAN AAVCA8216C, GSTIN 08AAVCA8216C1ZJ,
through its authorized signatory Mr. Vijay Soni S/o Sh. Haricharan Lal Soni, residing at plot no. 9
"asharfi sadan", vivekanand nagar kota (raj.) (Hereinafter referred to as the ‘Lessee’ which
expression shall, unless it is repugnant to the context or meaning thereof, be deemed to mean and
include its successors and assigns) of the SECOND PART.

Wherever context may so permit, the Lessor and the Lessee are individually referred to as the
“Party” and collectively as “Parties”.

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Dear lessor,
(Dr. Ram Avatar Gupta)
Regarding the lease deed dated 22.11.2023 and LOI dated 25.11.2023 kindly fulfill point no.
49. Regarding transformer and electrical panel which is to be done by lessor. As per specification given by
Lessee
52. Regarding Backup power (Genset) 350 kv this is also done by Lessor as per specification given by lessee.
The Lessee shall have the right to install a generator on the Demised Premises for backup power supply in the
event of a power failure in the Demised Premises. Any costs incurred for installing, operating and maintaining
the generator shall be borne by the Lessee.
54. Regarding fire approval fire NOC this is also given by lessor because it’s a mandatory provided by lessor
before starting of rent. Which is not given by you at present.
55. Regarding fire fighting system Fire and safety (sprinkler) :- Lessor scope to complete high side and low side
sprinkler tap-off point with butterfly valve on or underground fire tank, and pump to be run with minimum wa-
ter pressure as per fire norms, all indoor firefighting system including sprinkler/smoke-detectors/ fire alarms/
addressable system etc. on Lessor’s. Lessor shall provide the fire NOC for first year after that Lessee shall re-
new the same for further.
Dear Lessor kindly done point no. 49, 52, 54, 55 at your end. This is mandatory it is to be executed in Rs 100/-
stamp as deemed your undertaking.

Ram Avatar Gupta

Lessor

WHEREAS

1.) The Lessor is the sole and absolute owner and fully entitled to lease out the premises situated at 252
NEB Shubhash Nagar, 160 FT Road, Alwar (Raj.), constructed ground floor to third floor,
admeasuring area Ground floor 3042, basement 3042 first floor 3690, second floor 3690 And third floor
3690 and 246 sqft is front space which also use by Lessee that’s why total carpet area 17400 Square
feet, as more particularly described in Part A of Annexure 1 (hereinafter referred to as the “Demised
Premises”).

A. The Lessee is in the business of providing educational coaching activities and other allied services in
connection with competitive entrance examinations, board examinations or equivalent, K-12 grades
examinations, supplementary after-school support, tuitions or tutoring, supplementary pre-school
examinations, Olympiads, tests (including any national and international exams, whether used for
admissions eligibility criteria or otherwise), employment linked exams and other assessments to
students in India and other countries. The Lessee has approached the Lessor to take on lease the
Demised Premises from the Lessor on such terms and conditions hereinafter provided and agreed by the
Parties and the Lessor has agreed to grant the lease of the Demised Premises together with parking
spaces for the purpose of operating its corporate office and running related commercial activities related
to the business of the Lessee.

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B. The Lessor represents to the Lessee that it is the absolute owner of the Demised Premises under the law
and has the clean and unrestricted title, right to use and right to lease the Demised Premises for the
purpose set forth under this Agreement and is legally competent to execute this Agreement on the terms
and conditions contained herein. For this purpose lessor submitted search report dated 21-12-2023
received from advocate Sh. Pankaj Goyal

C. The Lessor has agreed to grant a lease in respect of the Demised Premises on the following terms and
conditions.

NOW THIS DEED OF LEASE WITNESSETH AS UNDER DULY AGREED BY AND

BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. Grant

1.1. The Lessor hereby grants to the Lessee by way of lease of the Demised Premises, together
with all rights and advantages appurtenant thereto including all rights of common usage,
easements area of common enjoyment and access, passages, pathways, staircases, car parks in
the Demised Premises, free from any encumbrance, interference or disturbance for a period of
09 years commencing on 01-01-2024 (“Lease Commencement Date”) and expiring on
31-12-2032 (the “Term”). The Lessor shall accordingly hand over possession of the Demised
Premises to the Lessee on the Lease Commencement Date.

1.2. For a period of 01-01-2024 to 29-02-2024 (02 months) days immediately preceding the Lease
Commencement Date (“Fit Out Period”), the Lessor hereby grants to the Lessee, rent-free
and unrestricted access to the Demised Premises for the purposes of making renovations and
preparing the Demised Premises for the purpose of its use, including allowing the Lessee’s
representatives to access without restriction, the Demised Premises for such purpose. Any
such renovations to the Demised Premises shall be as reasonably agreed between the Lessor
and the Lessee and all costs in relation to such renovations shall be borne by the Lessee.]

1.3. In the event the Lessee terminates this Agreement before the expiry of 02 years from the
Lease Commencement Date 01.01.2024 to 31.12.2025 (“Lock-in Period”), then,
notwithstanding such termination, the Lessee shall be liable to pay the Rent to the Lessor in
accordance with Clause 3 (Rent and Security Deposit) of this Agreement for the remainder of
the Lock-in-Period. Provided that in no case shall the Lessor compel the Lessee to vacate the
Premises during an ongoing academic session i.e., April to March.

2. Renewal

2.1. If requested in writing by the Lessee not less than 3 (three) months prior to the expiry of the
Term, the Lessor shall renew the Lease for an additional term of 09 years (“Renewal Term”)
on the same terms and conditions after mutual discussion as contained in this Agreement other
than with respect to regular escalations in the Rent (Understating between the parties). In such
case, the Lessor and the Lessee shall forthwith after the expiry of the Term, execute and register
a fresh lease deed for the Renewal Term.

3. Rent and Security Deposit

Page 3 of 20
 3.1. The Lessee shall pay an amount of Rs. 6,09,000/- (Six lakhs nine thousand only) per month
(subject to escalations in accordance with Clause 3.6) towards rent for the use of the Demised
Premises (“Rent”). The Lessee shall pay such rent subject to any applicable deductions of tax
at source.

3.2. The goods and service tax (“GST”) and / or any other tax levied in respect of the lease
arrangement shall be paid by the Lessee to the Lessor in addition to the Rent, upon the Lessor
raising an invoice where necessary for the same and providing a copy of the Lessor’s GST
registration to the Lessee. The Lessor shall provide proof of payment of GST to the Lessee
within 7 (seven) days of GST payment being made. In the event the Lessor fails to provide such
proof, the amount of GST paid by the Lessee shall be set off against the upcoming Rent
payable.

3.3. The Rent for a calendar month shall be payable via electronic transfer by the Lessee to the
Lessor on or before the 10th (tenth) day of the succeeding calendar month, subject to receiving
the hard copy of the rent invoice.

3.4. The Lessor shall pay all property tax, municipal taxes, any other governmental, central
government or state government deposits, local taxes, assessment charges and other outgoing
and / or maintenance charges, and any other taxes or charges which, under applicable law, are
primarily leviable unto the Lessor. Upon written request, the Lessor shall share the receipts in
respect of such payments made in accordance with this Clause 3.4 with the Lessee.

3.5. The Lessee shall pay the Rent, and other sums due under this Agreement through NEFT/RTGS
electronic transfer to the Lessor’s bank account as provided hereunder:

Sr. Lease Amount Bank IFSC Name of

Name
No. Rent Ratio (Rs.) A/c no. Code Bank
Punjab
Ram Avatar 00130001 National Bank
1 Gupta
100% 6,09,000/- PUNB0001300
00157837 Manu marg
Alwar

3.6. Escalation: The Parties acknowledge and agree that the Rent payable by the Lessee under this
Agreement shall be subject to an escalation of 15% on the last Rent paid, upon the completion
of every 03 years from the date of the first Rent payment made. The escalation of Rent for the
Term shall be as set out below:

Sl. No. Duration Rent per month (in INR)

1.
Fit out period
01-01-2024 to 29-02-2024 ( Lease rent free )

Page 4 of 20
 2. 01-03-2024 to 28-02-2027 6,09,000/-

3. 01-03-2027 to 28-02-2030 7,00,350/-

4. 01-03-2030 to 31-12-2032 8,05,402/-

3.7. Security Deposit: The Lessee shall deposit with the Lessor three months rent as security
deposit total sum of Rs. 18,27,000/- (Eighteen lakhs twenty seven thousand only) as an
interest free refundable security deposit (“Security Deposit”) for the due fulfilment and
observance by the Lessee of the terms and conditions under this Agreement as set out below
one month security deposit at the time of LOI sign details as under -

One month Cheque/ Name of

S. Name of Amount Cheque No./
security RTGS Cheque
No Lessor (Rs.) RTGS No. Issuing
deposit Date
Bank
Ram
1. 100% 6,09,000/-
Avatar
Gupta

Balance two months security deposit given as per following detail –

Two
Cheque/ Name of
S. Name of months Amount Cheque No./
RTGS Cheque
No Lessor security (Rs.) RTGS No. Issuing
Date
deposit Bank
Ram
1. 100% 12,18,000/-
Avatar
Gupta

3.8. The Security Deposit shall remain deposited with the Lessor throughout the subsistence of the
Term. The Lessor shall refund the Security Deposit to the Lessee simultaneously with the
handover of possession of the Demised Premises in a reasonably acceptable condition (subject
to reasonable wear and tear) by the Lessee to the Lessor upon the expiration of the Term (or its
earlier termination).

3.9. The Lessor shall be liable to pay an interest of 18% p.a. on the Security Deposit in case of delay
in refund of the Security Deposit within 7 (seven) days from the date of peaceful vacant
possession of the Demised Premises, post the Term of the Agreement.

Page 5 of 20
4. Facilities

4.1. The Lessor shall install a sub-meter and / or dual source meter at the Demised Premises for
electricity consumed in respect of such Demised Premises. The Lessee shall make payments
towards the electricity bill to the relevant power supplier directly, at actuals, based on the
readings of the sub-meter installed in the Demised Premises and supported by invoices as may
be raised in the name of the Lessor in that behalf. In the event there is a requisition from the
power supply authority for any additional power deposits to be paid owing to the usage pattern
o’ the meter in respect of the Demised Premises, the same shall be borne and paid by the Lessee
(to the extent attributable to the Demised Premises).

4.2. The Lessee shall have the right to install a generator on the Demised Premises for backup
power supply in the event of a power failure in the Demised Premises. Any costs incurred for
installing, operating and maintaining the generator shall be borne by the Lessee.

4.3. The Lessor shall provide separate meters for electric consumption by the Lessee for the
Demised Premises and Indian Thermal Unit meters to monitor the air conditioning consumption
in respective air handling unit rooms.

4.4. The Lessor shall provide and / or the Lessee shall have the right to install towers / cables /
broadband connection / other internet facilities for its business purposes in the Demised
Premises. Any costs incurred for installing, operating and maintaining the broadband
connection / internet facilities for the Demised Premises shall be borne by the Lessee and paid
to the relevant internet service provider directly by the Lessee.

4.5. The Lessor shall provide all necessary and customary gas, water, sewerage, toilet and drainage
connections for the Demised Premises throughout the Term. The Lessee shall pay directly to the
relevant statutory authority, gas, water consumption charges for the gas and water consumed in
the Demised Premises as per actual water meter readings.

4.6. As the full premises with Lessee henceforth any electricity, power back-up and water
consumption charges for the common areas of the Demised Premises namely, the basements,
entrance, lobby, elevators, escalators, service lifts, staircases, fire escapes, passages, circulation
areas, service areas, common toilets, external façade of the Demised Premises, the driveway,
parking areas, atriums and areas designated in the Demised Premises for keeping and collecting
refuse as identified in Part B (Common Areas) of Annexure 1 (“Common Areas”) shall not be
paid by the Lessee to the Lessor.

4.7. The Lessor shall provide a working and duly maintained fire hydrant system (at no extra cost to
the Lessee) which can be accessed through the Demised Premises. Annual fire safety
compliances shall be completed by the Lessor at its own cost. Initial fire provided by Lessor.
After the one year fire renewal compliance shall be completed by lessee.

4.8. The Lessor shall ensure that the Lessee has access to all facilities set forth in this Clause 4
(Facilities) 24 (twenty-four) hours a day and 7 (seven) days a week, including any holidays.
The Lessor shall ensure that the Lessee has access to all Common Areas 24 (twenty-four) hours
a day and 7 (seven) days a week, including any holidays.

5. Sub-letting and assignment

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 5.1. The Lessee shall be entitled to sub-lease or sub-let or assign the entire Demised Premises or any
part thereof, to any of its affiliates, associates, sister concerns, subsidiaries or group companies,
or to any company or entity owned or controlled by the ultimate parent of the Lessee, or to a
company wherein the Lessee or any of the directors / shareholders of the Lessee has a
controlling interest or majority stake, subject to such company or concern being in the business
of education, with a prior written intimation to the Lessor during the Term, with no additional
costs levied on the Lessee. The Lessee shall remain responsible for the obligations under this
Agreement and such sub-lessee / assignee shall be governed by the terms of this Agreement.

5.2. In the event of any change in constitution or status of the Lessee (such as conversion of Lessee
from a private limited company to a public company or from a company to a limited liability
partnership) or business restructuring involving the Lessee (including by way of or pursuant to
a business transfer or demerger in respect of all or a substantial part of the undertaking of the
Lessee, merger or other such re-organization or restructuring), this Agreement shall, from the
date notified by the Lessee in writing to the Lessor, stand automatically assigned to the new
entity / company or the transferee company / entity on the same terms and conditions, as if the
Agreement was executed with such new entity / company or transferee company / entity. The
new entity / company or transferee company / entity shall be deemed to be the ‘Lessee’ for the
purposes of this Agreement from the date so notified.

5.3. In the event the Lessor desires to sell, transfer, alienate or in any way encumber or otherwise
dispose of the Demised Premises or any part thereof, the Lessor shall ensure that the lease
hereby granted in favour of the Lessee shall remain unaffected. The Lessor shall ensure that
prior to any such sale, transfer, alienation, encumbrance over or disposal of the Demised
Premises and / or the Lessor’s rights in respect thereof by the Lessor, the transferee
acknowledges and undertakes in writing to be bound by the terms of this Agreement as
applicable to the Lessor and executes necessary documents including deeds of novation (to the
satisfaction of the Lessee) in this respect.

6. Repair, renovation and maintenance of the Demised Premises

6.1. During the Term, the Lessor shall be responsible for the repair in relation to structural repairs,
leakage or repair caused due to regular wear and tear and / or any natural calamity. This
obligation includes major structural repairs of the interior and exterior structure, roof space,
exterior walls, bearing walls, support beams, foundation, columns, parking facilities, exterior
doors and windows, plumbing and sanitary work, (“Critical Elements”). Subject to clause 6.4
below, all such repairs shall be carried out by the Lessor at its costs and effort.

6.2. The Lessee shall notify the Lessor upon emergence or development of any defect or damage in
the Critical Elements. The Lessor shall undertake the site inspection through its authorized
personnel and consultants within 3 (three) days of receipt of such notice and ascertain the cause
of such defect or damage. The Lessor shall commence to rectify and repair such damage or
defect within the next 7 (seven) days from such inspection and shall endeavour to complete
such repair at the earliest based on the magnitude of such defect or damage and within 15
(fifteen) days.

6.3. If the Lessor fails to carry out the repairs within the time prescribed, then the Lessee shall have
the right to carry out such repairs at its own cost and raise the invoice to the Lessor which shall
be paid by the Lessor within 10 (ten) days of furnishing of such invoice along with the relevant
documents substantiated therewith. In the event the Lessor fails to reimburse such amount to

Page 7 of 20
 the Lessee within the time prescribed, the Lessee shall be entitled to set-off such amount
against the Rent payable.

6.4. Any damage or defect arising in these Critical Elements due to any reason directly and solely
attributable to the Lessee, due to improper or defective usage, unauthorised change in the
Critical Elements or negligence on the part of the Lessee, then the Lessee shall immediately
rectify such damage or defect at its own cost and expenses to the satisfaction of the Lessor and /
or the Lessor shall have the right to rectify such damage at the cost of the Lessee.

6.5. The Lessee shall have the right to independently undertake all minor repairs arising on account
of day-to-day use and wear and tear with respect to the Demised Premises such as leakage of
taps, replacements of bulbs, etc.

6.6. The Lessee shall be entitled to put up and shift from time to time any furniture, partitions,
cubicles, electrical fittings, office equipment, etc. Further, the Lessee shall be entitled to make
any other non-structural additions, alterations, renovation and changes to or in the Demised
Premises as it may deem necessary, advantageous or incidental for the purpose of its business at
its own cost, provided that the Lessee shall not, without the prior written consent of the Lessor
and requisite approvals from statutory authorities, carry out any structural changes to the
Demised Premises or Critical Elements (except as expressly permitted in terms of this
Agreement).

6.7. The Lessor shall be responsible for repairs outside of the Demised Premises, such that the
Lessee, at all times, has easy access to the Demised Premises. Such repairs work shall be
initiated by the Lessor within 15 (fifteen) days of receipt of written notice from the Lessee and
in the event, the Lessor fails to get the work initiated within the stipulated timeframe as stated
herein, and such repairs are damaging Lessee’s peaceful use and occupation then the Lessee
may at its option conduct such repairs for which the Lessee shall raise the invoice together with
supporting documents for repair work and the same shall be paid by the Lessor within 10 (ten)
days of raising such invoice.

7. Lessor’s obligations
The Lessor covenants with the Lessee that:

7.1. The Lessor shall ensure all the required statutory approvals with respect to the Demised
Premises are maintained in full effect during the only first Term, including without limitation,
requisite authorizations and permits under the Air (Prevention and Control of Pollution) Act,
1981, Water (Prevention and Control of Pollution) Act, 1974, Environment (Protection) Act,
1986 and no-objections and authorizations with respect to fire safety from relevant municipal
departments. The Lessor shall abide by and comply with all laws, bylaws, rules, regulations and
/ or orders of the local bodies and other relevant authorities with respect to the Demised
Premises including the terms of all approvals, authorizations and permits with respect to the
Demised Premises.

7.2. The Lessor shall ensure that the Lessee enjoys quiet and peaceful possession of the Demised
Premises during the Term without any interruption by the Lessor or any persons lawfully
claiming through the Lessor or otherwise. The Lessor shall forthwith take any and all actions to
prevent any restriction to the quiet and peaceful enjoyment of the Demised Premises by the
Lessee in accordance with this Agreement.

Page 8 of 20
7.3. The Lessor shall keep the Demised Premises in good order and proper condition and shall
undertake necessary repairs as and when required.

7.4. The Lessor shall provide reasonable assistance and no-objection certificates to the Lessee at the
Lessee’s cost in obtaining approvals, consents, permissions and authorizations of municipal and
local bodies, as may be required to be obtained by the Lessee with respect to its Business and
shall sign such applications and documents as the Lessee may require.

7.5. The Lessor shall ensure that the Lessee and all students, potential students, parents / relatives /
representatives of such students or potential students, staff, faculty members, customers,
potential customers, vendors, employees and agents of the Lessee are permitted to enter upon
and use the Demised Premises at any time, 24 (twenty-four) hours a day and 7 (seven) days a
week, including holidays, and that such persons enjoy unhindered access and use of the
Demised Premises.

7.6. The Lessor shall give the Lessee immediate notice of any claim, actions, litigation, arbitration,
land acquisition proceedings, lis pendens, garnishee, encumbrances, charges, attachment, or
other proceedings, which becomes known to it before or during the Term.

7.7. The Lessor assures that the operations of the Lessee shall not be hampered or disrupted due to
any action that may be initiated by the concerned authorities due to non-payment of taxes and
charges payable by the Lessor as set out in Clause 3.4.

7.8. The Lessor shall address and incur the costs of any issues arising due to the Government or any
local body or authority sealing the Demised Premises or any part thereof under any act or rules
made thereunder, for the reason(s) including but not limited to: (i) title; (ii) commercial
conversion; (iii) plan approval; (iv) building related issues; (v) fire safety related issues; and
(vi) air and water related consent / issues etc. Provided that the Lessor shall not charge rent,
utility expenses for such period during which the Demised Premises or a particular portion
thereof, has been sealed.

7.9. The Lessor shall be solely liable for default in repayment or discharge of any liability arising
out of loan undertaken by it in relation to the Demised Premises.

7.10. The Lessor shall not lease any portion of the Demised Premises to a business competitor of the
Lessee.

7.11. The Lessor shall not enter into any agreement or arrangement/s with any person / persons for
providing rights, use and occupation of the Demised Premises, which affect this agreement.

7.12. After discussion with Lessee following points to be completed by Lessor :- at its own cost
(a) Tiling, construction of additional toilets urinals with fixtures, doors and side masonry walls, side
safety grills will be done by Lessee. Painting related work like wall putty is already done by
Lessor and other related work like painting is to be done by Lessee.
(b) Glazing and safety Grill to be done by Lessor.
(c) All Glass doors and shutters including main glass door with shutters will be the scope of Lessor.
(d) Fire and safety (sprinkler) :- Lessor scope to complete high side and low side sprinkler tap-off
point with butterfly valve on or underground fire tank, and pump to be run with minimum water

Page 9 of 20
 pressure as per fire norms, all indoor firefighting system including sprinkler/smoke-detectors/
fire alarms/ addressable system etc. on Lessor’s. Lessor shall provide the fire NOC for first year
after that Lessee shall renew the same for further.
(e) Water Tank and Boring : - Lessor shall provide adequate borewell for supply of water at the
building and also provide MCR water. Lessor will provide sufficient capacity of water tank.
(f) There must be proper windows in all the classrooms. All windows must be covered with iron
grill. All staircases must have proper railings.
(g) Proper drainage for outlet of water, especially for rain from back and front side of the campus so
that there is no water logging.
(h) Water proofing measures to be done properly for zero leakage from top floor.
(i) Plumbing water in and out point with sanitary fittings.
(j) Signage’s Space : Lessee can use the building and terrace for branding maintaining the aesthet-
ics.
(k) Power Load : - Lessor shall provide power transformer of 300 KVA. However, monthly con-
sumption bill shall be paid by Lessee.
(l) Parking: - Lessor shall provide sufficient parking space in the premises.
(m) Status of occupation certificate has to provided by Lessor.
(n) Lessor assures about the clear title in premises and will be fully responsible about title.
(o) The Lessor will take out building insurance of the demised premises (structural), lift, on annual
basis at their own cost and insurance and annual maintenance of DG and lift will be done
Lessee.
(p) Lessor shall provide high quality Lift Accessibility to all the floors available to Lessee.

8. Lessee’s obligations

The Lessee hereby agrees to covenant with the Lessor that:

8.1. The Lessee shall obtain all required statutory approvals arising out of the Lessee’s business.
The Lessee shall abide by and comply with all laws, bylaws, rules, regulations and / or orders
of the local bodies and other relevant authorities, including the terms of all approvals,
authorizations and permits with respect to the Demised Premises arising out of the Lessee’s
business.

8.2. The Lessee shall permit inspection of the Demised Premises by the Lessor or its duly
authorized representatives as and when requested by the Lessor with reasonable prior written
notice to the Lessee and such inspection being conducted during normal business hours.

8.3. The Lessee shall yield and deliver vacant and peaceful possession of the Demised Premises to
the Lessor on the expiry or earlier termination of this Agreement in tenantable condition,
subject to normal wear and tear. It is hereby further clarified that while vacating the Demised
Premises, the Lessee shall be entitled to remove the furniture and fixtures installed by it on the

Page 10 of 20
 Demised Premises. However, any permanent fixtures and fitting which are installed and which
if removed shall cause damage to the Critical Elements of the Demised Premises shall, at the
Lessee’s option, continue to remain on the Demised Premises and shall not be removed, such as
fastened steel clits, fastened screws for cable tray movement, fastened screws for steel angles,
fastened beam connectors. The Lessee shall also be at liberty to remove dismantle and take
away such additions, counters, safes, strong room door, safe deposit lockers, partitions and all
other fixtures, fittings etc., at its sole discretion either during the continuance of the Lease or at
the termination thereof, without damaging the main structure and Critical Elements of the
Demised Premises.

8.4. Subject to Clause 3.4, the Lessee shall be liable to pay to the appropriate authorities, the
applicable taxes, levies and any other outgoings that may apply to or may arise out of the nature
of business carried out from the Demised Premises during the subsistence of this Agreement.

8.5. The Lessee shall undertake routine maintenance of the Demised Premises and shall keep the
interior of the Demised Premises in good order and condition.

9. Lessor’s Representations and Warranties

The Lessor represents and warrants to the Lessee that:

9.1. This Agreement constitutes legal, valid and binding obligation of the Lessor and is enforceable
in accordance with its terms.

9.2. The Lessor has the relevant approvals required to enter into and perform its obligations under
this Agreement.

9.3. No proceedings are pending before any governmental authority or threatened in writing which
restrict or prevent the performance by the Lessor of its obligation under this Agreement.

9.4. The execution, delivery and performance of this Agreement by the Lessor will not constitute a
violation of or default under any applicable law, any governmental authorizations, its
constitutional documents, or any contract or agreement to which it is a party to or violate any
order, judgement, or decree of any governmental authority by which the Lessor is bound.

9.5. The Lessor is not insolvent, or unable to pay its debts, or has stopped paying its debts as they
fall due.

9.6. The Lessor is the sole and absolute owner of the Demised Premises and has valid title and
registered rights to the Demised Premises. The Lessor enjoys uninterrupted, quiet, peaceful,
physical, legal possession of the Demised Premises without any encumbrance or interference
whatsoever.

9.7. The Demised Premises have all requisite approvals and authorizations for commercial use for
the business of the Lessee. Further, the building and structure relating to the Demised Premises
is constructed in accordance with applicable laws and duly approved construction plans,
construction certificate, occupation certificate and municipal permissions, including with
respect to electricity connections, water connections, lift, sewage management, air conditioning
and other amenities. The Lessor is in compliance with the terms of all such approvals,

Page 11 of 20
 authorizations, certificates and permissions and other conditions for occupation of the Demised
Premises in accordance with applicable law.

9.8. The Lessor has obtained and is in compliance with all required statutory approvals with respect
to the Demised Premises, including without limitation, requisite authorizations and permits
under the Air (Prevention and Control of Pollution) Act, 1981, Water (Prevention and Control
of Pollution) Act, 1974, Environment (Protection) Act, 1986 and no-objections and
authorizations with respect to fire safety from relevant municipal departments.

9.9. There are no outstanding claims, actions, litigation, arbitration, land acquisition proceedings, lis
pendens, garnishee, encumbrances, charges, attachment, or other proceedings relating to the
Demised Premises or the land parcel it stands on.

9.10. The Lessor has the authority to enter into this Agreement and has obtained all applicable
approvals and permissions to execute this Agreement.

9.11. The Lessor does not have any liability of any taxes or interest or penalty in respect of the
Demised Premises that may become a lien against the Demised Premises.

10. Lessee’s Representations and Warranties

The Lessee represents and warrants that:

10.1. The Lessee is duly incorporated and validly existing under the Laws of India and has the
requisite corporate power and authority to carry on its business. The Lessee has the legal right,
power, authority and capacity to enter into, deliver and perform this Agreement in accordance
with its terms.

10.2. This Agreement constitutes legal, valid and binding obligation of the Lessee and is enforceable
in accordance with its terms.

10.3. The Lessee has the relevant approvals required to enter into and perform its obligations under
this Agreement.

10.4. No proceedings are pending before any governmental authority or threatened in writing which
restrict or prevent the performance by the Lessee of its obligation under this Agreement.

10.5. The execution, delivery and performance of this Agreement by the Lessee will not constitute a
violation of or default under any applicable law, any governmental authorizations, its
constitutional documents, or any contract or agreement to which it is a party to or violate any
order, judgement, or decree of any governmental authority by which the Lessee is bound.

10.6. The Lessee is not insolvent, or unable to pay its debts, or has stopped paying its debts as they
fall due.

11. Insurance

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 During the Term, the Lessor shall obtain and maintain at all times building, fire and special peril
insurance coverage policy (including with respect to any third-party liability) for the Demised Premises.

12. Signage

The Lessee shall be entitled and permitted to display its name, signboards and other branding materials
at suitable places of the Demised Premises. The Lessor has agreed to provide space for the Lessee to
put signage at the entrance gate of the Demised Premises facing the road and has obtained the required
permission from the concerned authorities with respect to the display of such signage by the Lessee.
The signage shall be installed by the Lessee at its own cost.

13. Termination

13.1. Unless otherwise terminated as provided herein, this Agreement shall stand valid and effective
from the date of its execution and shall continue to be in force during the Term, provided that
the provisions of Clauses 3 (Rent and Security Deposit), 4 (Facilities) and 11 (Insurance) shall
apply from the Lease Commencement Date.

13.2. Termination by the Lessee:

The Lessee shall have the right to terminate this Agreement as follows:

(i) after the two years of Lock-in Period, by providing 3 (three) months’ prior written
notice to the Lessor, for any reason;

(ii) with immediate effect and at any time, in the event the Lessor breaches the terms of
this Agreement including any representations and warranties, which breach, if capable
of being rectified, is not rectified by the Lessor within 15 (fifteen) days of a
notification in that behalf by the Lessee;

(iii) with immediate effect and at any time, in the event the Lessee is unable to freely access
the Demised Premises as per Clause 7.8 of this Agreement for a successive period of
15 (fifteen) days (other than in case of a Force Majeure Event). In the event that the
Lessee exercises its right to terminate this Agreement, the Lessor shall refund the
Security Deposit immediately after deducting dues, if any, to the Lessee and shall not
be bound by Lock-in Period. In the event the Lessee does not exercise its right of
termination in accordance with this Clause 13.2(iii), the Lessee shall be entitled to a
50% (fifty per cent) reduction / waiver in Rent for the period during which such
inability to access the Demised Premises continues.

(iv) in accordance with Clause 15 (Force Majeure) in case of a Force Majeure Event; and /
or

(v) with immediate effect and at any time, in the event of the filing of any petition under
the provisions of Insolvency and Bankruptcy Code, 2016 against the Lessor in the
National Company Law Tribunal and / or appointment of an interim resolution
professional, resolution professional or liquidator and/or being ordered to be wound up
for any reasons by any court and / or a liquidator / receiver being appointed in respect
of the Lessor.

Page 13 of 20
13.3. Termination by the Lessor

The Lessor shall have the right to terminate this Agreement as follows:

(i) by providing 1 (one) months’ prior notice to the Lessee, for failure to pay Rent by the
Lessee due for 3 (three) consecutive months; or

(ii) by providing 3 (three) months’ prior written notice to the Lessee, for any reason,
provided that the Lessor may exercise its rights pursuant to this Clause 13.3(ii) only
after the expiry of 09 years from the Lease Commencement Date.

(iii) in accordance with Clause 15 (Force Majeure) in case of a Force Majeure Event; and /
or

(iv) with immediate effect, in the event of the admission of any petition under the
provisions of Insolvency and Bankruptcy Code, 2016 against the Lessee by any
National Company Law Tribunal and / or appointment of an interim resolution
professional, resolution professional or liquidator thereof and being ordered to be
wound up for any reasons by any court and/or a liquidator/receiver being appointed in
respect of the Lessee.

13.4. Consequences of Expiry or Termination of Lease

(i) On the expiry or sooner determination of this Agreement, the Lessee shall hand over
the vacant and peaceful possession of the Demised Premises to the Lessor subject to
normal wear and tear. The fit-outs (fixtures) installed by the Lessee shall not be treated
as an accrual to the Demised Premises and the Lessee shall be entitled to deal with such
fit-outs in the manner it may deem fit, in accordance with this Agreement. Any physical
damage to the Demised Premises save and except normal wear and tear, at the time of
removal of fit-outs shall be rectified by the Lessor at its cost and effort.

(ii) Notwithstanding anything contrary provided herein and this Agreement, the Parties
agree that prior to the expiry of the termination notice, the Lessee shall make payments
towards: (a) all the outstanding Rents; and / or (b) outstanding undisputed dues related
to utility bills or any other applicable statutory charges payable by the Lessee for
conducting its business, till such date.

(iii) On the last day of the termination notice or before, the Parties shall conduct a joint
inspection of the Demised Premises in order to assess the damage caused to the
Demised Premises, if any (normal wear and tear excepted), to the buildings and
amenities or any part thereof due to Lessee’s acts of omission or commission including
the Lessee removing its fit-outs. Subject to such inspection, the Lessor shall refund the
entire Security Deposit to the Lessee, simultaneously with the handover of vacant
possession of the Demised Premises by the Lessee to the Lessor.

(iv) The Parties agree that in the event the Lessee does not agree with any estimation of the
costs arrived at by the Lessor, the Parties shall mutually appoint an independent
surveyor to assess the damages and estimated cost for restoring / repairing the said
losses / damage to the Demised Premises and the same shall be final and binding on
both the Parties.

Page 14 of 20
 (v) The Lessor shall forthwith return the balance portion of the Security Deposit to the
Lessee.

(vi) The conditions stipulated hereinabove are without prejudice to any action available
under applicable law to either Party.

14. Indemnification

14.1. Each Party (each, an “Indemnifying Party”) shall indemnify the other Party, their affiliates,
representatives, directors, officers, employees and agents (each an “Indemnified Party” and
collectively, the “Indemnified Parties”) from and against all losses suffered or incurred by the
Indemnified Parties where such losses are arising from, as a result of or incurred on account of:

(i) Material misrepresentation or material breach of any of the representations and war -
ranties provided by such Indemnifying Party in this Agreement; and

(ii) Non-fulfilment of or failure to perform any material covenants, undertakings or obliga-

tions of the Indemnifying Party under this Agreement.

14.2. Additionally, the Lessor (also referred to as an “Indemnifying Party”) shall indemnify the
Lessee, its affiliates, representatives, directors, officers, employees and agents (also referred to
as the “Indemnified Parties”) from and against all losses suffered or incurred by the Indemni-
fied Parties in accordance with this Clause 14 including any loss incurred due to default in pay-
ment of loan by the Lessor..

14.3. It being clarified that no Indemnifying Party shall be liable under any provision of this Agree -
ment for any special, indirect, incidental, exemplary, or punitive damages.

14.4. In the event of a claim pursuant to clause 14.1, the Indemnified Party shall provide a letter in
writing to the Indemnifying Party (“Indemnity Claim Letter”), which letter shall state specifi-
cally the representation, warranty, covenant or agreement with respect to which the claim is
made, the facts giving rise to the claim and the amount of liability asserted against the Indemni-
fying Party by reason of the claim (“Indemnity Claim”). The failure to give any notice under
this Agreement shall not relieve the Indemnifying Party of any liability under this Clause 14 or
otherwise.

14.5. Upon receipt of the Indemnity Claim Letter, the Indemnifying Party shall within 30 (thirty)
business days from the date of the Indemnity Claim Letter pay to the Indemnified Party the
amount claimed under the Indemnity Claim by wire transfer, in immediately available funds, to
the bank account as identified by the Indemnified Party.

14.6. The liability of an Indemnifying Party under this Agreement shall be limited to the Rent paid or
payable in terms of this Agreement by the Lessee to the Lessor at the time of the cause of action
giving rise to such Indemnity Claim.

15. Force Majeure

15.1. “Force Majeure Event” means any event which is beyond the control of and not attributable to
the actions (or inactions) of a Party such as any fire, earthquake, pandemic, epidemic, flooding,
storm, wind, explosion, terrorist or criminal action, riot, war, civil unrest, rebellion, insurrection

Page 15 of 20
 and / or and any lockdowns or restrictive or prohibitory orders announced by either the Central
Government or State Government or any other statutory or local authorities.

15.2. Subject to the provisions of this Clause 15 (Force Majeure), neither Party shall be liable for any
breach of, or any failure or delay in complying with the terms of this Agreement and / or or any
loss or damage caused to the other Party on account of such breach, failure or delay, on account
of a Force Majeure Event. Either Party shall forthwith notify the other Party of the occurrence
of any Force Majeure Event likely to cause such breach, failure or delay, as soon as reasonably
practicable.

15.3. Upon the occurrence of a Force Majeure Event, if the Demised Premises or any part thereof is
destroyed or damaged remains unfit for the purpose of occupation of the Lessee in accordance
with the terms of this Agreement for a consecutive period of 15 (fifteen) days, or in case of the
continuance of a Force Majeure Event for a consecutive period of 15 (fifteen) days, then, in
such case: (a) the Lessee shall have the right to terminate this Agreement with a prior written
notice of 7 (seven) days to the Lessor; and (b) the Lessor shall have the right to terminate this
Agreement with a prior written notice of 30 (thirty) days to the Lessee.

15.4. The Lock-in Period shall not be applicable for the purposes of this Clause 15 (Force Majeure).

16. Notices

16.1. Any notice required or permitted to be given hereunder shall be in writing and shall be
effectively given if: (i) sent by registered mail or registered post with acknowledgement due or
speed post; or (ii) sent prepaid by facsimile or notified email or other similar means of
electronic communication (with confirmed receipt):

If to the Lessor

Attention: Ram Avatar Gupta

Address: H. No. 8, Panchwati scheme no. 7 Alwar (Raj.)

E-mail: [ ]

If to the Lessee

Attention: Vijay Soni

Address: CP 6 Indra Vihar Kota (Raj.)

E-mail: vijay.soni@allen.in

Where notice is issued by facsimile, a confirmatory copy shall be sent by prepaid courier
service, or registered mail dispatched not later than the following the day on which the notice is
transmitted by facsimile.

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 16.2. Where the notice is delivered: (i) by prepaid courier service, or registered mail or speed post,
the same shall be deemed to have been delivered within 3 (three) days from the date of posting;
(ii) by designated e-mail ID, the same shall be deemed to be delivered upon delivery.

16.3. Any Party hereto may change any particulars of its address for notice and changes in e-mail ID,
by written notice to the other in the manner aforesaid.

17. Severability

In the event that any one or more of the provisions contained herein shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not
affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provisions had never been contained herein, unless the deletion of such
provision or provisions would result in such a material change so as to cause completion of the
transactions contemplated herein to be unreasonable.

18. Costs and expenses:

Each of the Parties agree that any costs related to stamp duty and other registration charges applicable
to this Agreement and renewals / addendum thereto shall be equally borne by the Lessor and Lessee. It
is agreed that in case of change of ownership events the costs of registrations / stamp duty etc. shall be
borne by the new owner / new Lessor for all such events of change of ownership. In a similar manner, if
Lessee enters into a business transfer arrangement or a change of entity, then registration expenses shall
be borne by the Lessee for such scenarios. Each Party shall bear the cost of its respective lawyers, if
applicable.

19. Governing Law and Jurisdiction

19.1. This Agreement shall be governed by and construed in accordance with the laws of India and,
subject to arbitration in accordance with the terms hereof, the courts of Alwar, Rajasthan shall
have exclusive jurisdiction in relation to all matters hereunder.

19.2. Any dispute arising out of or in relation to this agreement shall be first attempted to be resolved
amicably by mutual negotiations between the Parties, failing which such dispute shall be
referred to arbitration to be conducted in accordance with the Delhi International Arbitration
Centre Rules (“DIAC Rules”) and the Indian Arbitration and Conciliation Act, 1996 as
amended from time to time (“Arbitration Act”). The venue of such arbitration shall be Kota /
Jaipur / New Delhi. The arbitration shall be conducted in English by a sole arbitrator, appointed
in accordance with the DIAC Rules. The decision of such arbitrator shall be written, reasoned,
final, binding and conclusive on the Parties. Any award rendered pursuant to any such
arbitration shall include the costs of arbitration, including but not limited to the fees of the
arbitrator.

20. Counterparts

The original Agreement shall be in two parts original retained by the Lessee and the counterpart
shall be retained by the Lessor.

21. Entire Agreement

Page 17 of 20
 This Agreement shall supersede all communications, negotiations, arrangements and agreements,
whether oral or written, between the Parties with respect to the transaction contemplated under this
Agreement. Any amendment, rectification or changes in the terms of this Agreement, shall be in writing
and duly executed by the Parties.

22. Waiver

No failure to exercise, nor any delay in exercising, on the part of the Parties any right or remedy under
this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy
prevent any further or other exercise or the exercise of any other right or remedy. The rights and
remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies
provided by law.

IN WITNESS WHEREOF THE PARTIES HAVE SIGNED THIS DEED ON THE DAY AND YEAR
AFOREMENTIONED.

SIGNED AND DELIVERED BY THE WITHINNAMED “LESSOR”

_________________________________

1. Ram Avatar Gupta

SIGNED AND DELIVERED BY THE WITHINNAMED “LESSEE”

_________________________________

Allen Career Institute Private Limited through its authorised signatory

Page 18 of 20
Vijay Soni

In presence of:

1) Saurabh Kataria

2)

Page 19 of 20
 ANNEXURE 1

Part A – Description of the Demised Premises

[Description of the Demised Premises to be included, with specific details of building / structure, number of
car / scooter parking spaces, canteen areas, etc.]

Part B – Layout of Common Areas

[Common Areas, if any, to be included.]

Page 20 of 20