LEASE DEED

THIS AGREEMENT OF LEASE (this "Agreement") is made at Gurgaon on this the

28th day of February, 2020.

BY AND BETWEEN

Ms Divya Singh D/o Mr Vimlesh Chauhan R/o H No 6, Alipura, PS Mirjapur,

Teh. Behat, Saharanpur, UP. hereinafter called the "Lessor" (which expression shall
unless repugnant to the context or meaning thereof, shall include their respective legal
heirs, executors, administrators, legal representatives, successors and assigns etc.) of
the ONE PART;
AND

Marken Limited, a Company incorporated in England and Wales with company

number 01485138 and having its local registered branch office at 105, C&B
Square, Sangam Big Cinemas Complex, Andheri-Kurla Road, Andheri (East),
Mumbai - 400093, through Authorized signatory Ms. Neha Naik hereinafter referred
to as the "Lessee" (which expression shall, unless it be repugnant to the context or
meaning thereof, be deemed to mean and include associates, affiliates, directors,
executors, administrators and assigns) of the OTHER & SECOND PART.

WHEREAS:

A. The "Lessor", Ms Divya Singh is the sole and absolute owner of the whole of
Property Bearing No. 897, measuring 500 sq. Mtrs. in Phase-I, Udyog Vihar,
Gurgaon-122016 (Haryana).registered in Gurgaon having construction on the
basement, ground floor, first floor and the second floor (hereinafter referred to as
"Premises").

B. The "Lessor" represents that the construction of the demised premises is as per
sanctioned plan and the same can be used for industrial purposes subject to obtaining
of necessary licenses, permissions, if required under law by the "Lessee". The
Occupation Certificate has been obtained vide letter number
HSIDC/IPC/U.V./01/693-94 dated 10.04.2001.

C. The "Lessee", had approached the "Lessor" and requested them that an area
admeasuring 275.04 Square meter (super area of approx. 3300 sq.ft.) comprising of a
ground floor along with open area of setbacks in front (which will be demarcated in
Annexure " A" ) & back (hereinafter referred to as Scheduled Premises) and which is
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more appropriately shown in red colour in the plan annexed to this lease deed and
forming part and parcel of the same) be given to them on lease basis as tenant thereof
in respect of the schedule premises, @ Rs. 2,00,000/- (Rs Two Lakhs only) per month
plus Goods & Services Tax, with an escalation of 2% in the rent every year, on the
last paid rent, during the period of lease in the rent excluding electricity and water
charges and which the "Lessor" have agreed to let out the same to "Lessee".

D. That it is agreed that the Lease tenure shall be for a period of Five (05) years (3
years lockin period +2 years) commencing from the 1st April, 2020 till 31st day of
March 2025. An understanding between both the parties was arrived at and it was
decided that the "Lessor" shall permit the "Lessee" to carry on the inspection, working
drawings, due diligence of the Industrial plot before the lease starts. Thus no rent shall
be charged by the "Lessor "till 31st March 2020 from the "Lessee".

E. The "Lessee" on paying the rent and abiding with the terms and conditions of this
agreement will peacefully hold and enjoy the schedule premises during the term of the
lease, without any interruption whatsoever of or from the "Lessor" or any person(s) ,
claiming under /or through them.

F. The parties desire to enter into this agreement to confirm and record grant of the
lease and terms and conditions under which the Lessee have taken the schedule
premises on lease from the "Lessor" and other understandings connected therewith.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AND

CONFIRMED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. That in consideration of the rents hereinafter reserved and agreed to be paid by the
Lessee to the "Lessor" as set out here under the Parties having agreed to comply with
the covenants and conditions mentioned herein, the "Lessor" hereby grants BY WAY
OF LEASE to the Lessee, the Schedule Premises, for a period of Five (05) years
("Term") commencing from the 1st day of April, 2020 to the 31st day of March, 2025.

2. That in consideration of the schedule premises, i.e. area admeasuring Ground Floor
275.04 Sq m (super area of approx.. 3300 sq.ft.) comprising of a ground floor, open
area of setbacks in front, side , back of the property (excluding the right of way and
common services of the other occupants) of the building bearing No. 897, Phase-I,
Udyog Vihar, Gurgaon-122016 (Haryana), the Lessee is liable to pay rent @ Rs.
2,00,000/- (Two lakhs only) per month, plus Goods & Services Tax paying the same
after deducting the Tax Deducted at Source (TDS) as rent excluding electricity and
water charges (the Rental Charge). This Rental Charge shall remain fixed for the first
year of the Term only and shall increase by 2% for every subsequent year. That is, the
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parties have agreed that at the commencement of the every new year of the Term,
there will be an increase of 2% of the Rental Charge over the rent that prevailed in the
previous year, for the subsequent year of the Term. This means that from 1st April
2021 , there will be an increase of 2% on last paid rent, ie the sum of 2,04,000/- (Two
lakhs Four thousand + GST) as monthly rent excluding other charges, payable by the
"Lessee" to the "Lessor". Similarly the rent shall increase at the rate of 2% every year
for the subsequent years during the lease term. No other increase shall apply unless
expressly agreed by the Parties.

3. That the rent, per month shall be payable by the "Lessee", to the "Lessor", on
or before 5th day of each English Calendar month, in the name of Ms Divya Singh .
This Agreement commences from the 1st April 2020 and in consideration of the terms
& conditions herein set forth, the "Lessor" grants into the "Lessee" exclusively, the
privilege to run and carry on Industrial activities only at its own expense, under the
name and style.

4. The "Lessee" undertakes and covenants with the "Lessor" that it has deposited
a sum of Rs. 6,00,000/-(Rs. Six Lakhs only interest free, towards security deposit
equivalent to 3 months of present rent with the "Lessor", which shall be refunded,
after the handing over the vacant and peaceful possession of the schedule premises by
the "Lessee" to the "Lessor" and after settling all the dues towards goods & service
tax, arrears of rent, electricity, water and/or other charges, if any, payable to the
"Lessor". The "Lessee" has paid Security Deposit of Rs. 6,00,000/- (Rupees Six Lakhs
) to Ms Divya Singh, vide RTGS / NEFT dated drawn on Bank of
America Bank. The Parties acknowledge that:

i. Amount equivalent to One (01) month rent has been paid at the time of signing of
the LOI.

ii.Amount equivalent to Two (02) months' rent shall be payable at the time of
execution of the Lease Agreement.

iii. The Security Deposit shall be refunded to Lessee by the Lessor within 10 days
from the event of termination/expiry of the Lease deed after due deductions, if any.

5. That the "Lessee" will pay rent from 1st April 2020.

6. That the "Lessor" has entered into this agreement with the "Lessee", through Ms.
Neha Naik, General Manager of M/s. Marken LLP.

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7. The "Lessee" covenants with the "Lessor" that Ms. Neha Naik is authorized to
execute the Lease on "Lessee's" behalf. Lessee shall advise Lessor in writing if the
Lessee's authorized representative or general manager changes or a new authorized
representative or general manager is appointed.

8. That towards rent from the lock in period ie 1st April to 31st March 2023 the
"lessee" will provide post dated cheque’s for the rent payable to the "Lessor". This
forms part and parcel of this lease deed.

9. The Lessee is allowed to use parking space inside the building and outside on pro
rata basis along with other occupants of the building.

10. The Parties hereto agree that in respect of the Schedule Premises, the "Lessor"
shall pay the present Municipal/Property Taxes assessed in respect of the Schedule
Premises during the continuance of this Deed whatsoever directly to the authorities
concerned. However, in case there is any increase in property tax the enhanced
amount by the Government shall be borne by the "Lessee" as and when it is
applicable.

11. The Lessor will be solely liable to pay all existing and future rates, taxes, cesses,
rents, assessments and other out goings in respect of the Premises and the land on
which it stands, including but not restricted to, land tax, building tax, corporation and
house tax, lease rent etc., as applicable, and will keep the Lessee fully indemnified
against all these. Lessor shall keep indemnified and hold harmless Lessee against any
claims/ fines/ penalty that may be imposed upon Lessee due to failure of Lessor to
comply with any of the above mentioned requirement.

12. Also it is agreed between the parties that, in any case of the demised premises
being seized at any time by the any statutory body due to failure of either party to
comply with any statutory requirements that cannot be remedied in agreement with
the statutory authority to the mutual agreement of the parties, then the other party
shall be entitled to terminate the lease deed forthwith (even during the lock in period)
and offending party shall be liable to pay rent for the remaining period of lease along
with such other losses, costs and expenses that may be suffered by the wronged party
due to such seizure. The "Lessee" would take all the Leasing Permissions from
HSIIDC & submit all relevant documents; Project report which is required by the
HSIIDC & pay all the charges directly to the competent authorities, The "Lessor"
would assist & give all the relevant documents to "Lessee".

13. Goods and Service tax (other than the property taxes) payable in present or in
future on the rent shall be paid / borne by the Lessee, subject to submission of proper
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invoices by the "Lessor". The "Lessee" further undertakes that it shall be liable and
responsible to pay all such taxes which are levied on the scheduled premises by the
Government, at any time in future in account of the same being on lease with the
"Lessee".

14. The "Lessee" will be responsible for the maintenance of the Scheduled Premises
during the tenure of the Lease, save for any electrical or water fixtures or fitttings that
are required to provide electricity or water for the entire Premises. The "Lessor" will
not be charging any maintenance from the "Lessee". The "Lessee" shall attend to all
day to day minor routine repairs such as fuses, leakage of taps, replacement of
consumable parts etc. of the Schedule Premises at its own cost, as are required to keep
the Schedule Premises in good and tenantable condition, but all major maintenance
activities as mentioned to be within the scope of Lessor's covenants herein below shall
be carried out by the "Lessor" within a reasonable period of time.

15. The "Lessee" shall, during the tenure of the lease, bear and pay directly to the
concerned authorities, the charges for electricity and water consumed by the "Lessee"
at the Schedule Premises as per the separate meters installed in respect thereof, and
the sewerage charges relating to the Schedule Premises as charged by the competent
authority. The "Lessor" has provided water connection and one (1) separate electricity
connection of 20 kw load at her own cost. In case "Lessee" want more electric load,
they can apply for the same, at their own expense and cost. The "Lessor" shall have
no objection to the same and shall apply and obtain the requisite approvals of the
concerned authorities for obtaining enhanced load.

16. The "Lessor" on the request of the "Lessee" has agreed to provide a recently
serviced Genset in good working condition for power backup. The maintenance,
upkeep and running cost of the genset shall be borne by the “Lessee” during the lease
term.

17. The Schedule Premises shall be used only for the purpose of carrying on the
Lessee's business i.e. industrial activities.

18. The "Lessee" shall be entitled to effect such flexible but non-structural alterations
to the Schedule Premises., as the "Lessee" may deem fit from time to time for the
purpose of carrying on its business. If the Lessee changes the original state of the
Schedule Premises by adding, installing, making alterations to or replacing any
interior parts, furniture and fixtures (Change), it shall notify its intent to the Lessor in
writing. Where the Lessor approves the Change in writing, the Lessee shall not be
required to return the Scheduled Premises to its original state at the conclusion of the
Term, However no Structural Changes to the Scheduled Premises' can be made.
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19. That the parties have fixed three years as a Lock-in period i.e. from 1st April 2020
to 31st March 2023. During these first three years of the Lease period and subject to
the parties complying with the terms of this lease, neither party shall have any right to
terminate and determine the Lease.

20. The "Lessor" will provide space for signage on the building facade only in the
leased premises & should not be above the roof level of the building. Any municipal
permissions/taxes/charges, if any, related to the signage shall be borne solely by the
Lessee.

21. The "Lessee" shall deliver physical vacant possession of the Schedule Premises to
the "Lessor" at the expiry or earlier termination of this lease in good order and
condition, normal wear and tear excepted. Upon expiry or earlier termination of the
lease, the Lessee shall be required to remove only chattels and non-fixed furnishings
without causing any damage to the Property. The Lessee shall not remove any fixtures
or fittings.

22. That the "Lessee" herein shall not have any right to sub-lease, sub-let, assign or
transfer the leasehold interest in the Schedule Premises and or part with possession in
respect of the whole or part thereof to any third party in any manner whatsoever or by
way of change in constitution of Firm, unless agreed in writing. This shall be
considered a breach of this agreement.

23. The "Lessee" shall, after receiving at least 24 (Twenty Four) hours prior notice in
writing from the "Lessor", permit the Lessor's/authorised representative to enter upon
the Schedule Premises at reasonable times and during normal business hours, for
inspecting the state and condition of the Schedule Premises.

24. The "Lessee" shall keep the Schedule Premises clean and usable and shall
maintain at their cost the Schedule Premises in a state of good repair, normal wear and
tear excepted.

25. The "Lessee" shall not carry out any unlawful or illegal activity in the Schedule
Premises.

26. The "Lessee" shall not do any illegal activity at the building or premises.

27. The "Lessee" shall not cause nuisance, disturbance or noise so as to inconvenience
or disturb the neighbours. The “Lessee” hereby offers to share the right to way and
services with the other occupants of the building.
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28. The "Lessee" undertakes and covenants with the "Lessor" that it would be its own
responsibility to obtain all Licenses, authorizations, permissions from concerned
authorities and to park cars as also any other License or permission from the
Administration that may be required to carry on the business of industrial activities
in the Licensed premises, from their own expenses and costs. However, the "Lessor"
shall provide all documents, assistance if required, for the said purposes.

29. The "Lessee" further agrees and covenants that it shall not part with or assigns its
rights which are the subject matter of this agreement, to any third party, without the
Lessor's consent

30. In case any of the Parties desire to terminate the Lease during the Lock-in period,
it shall do so subject to payment of rents for the balance period of Lock-in Period to
the other party.

31. In case of any of the Parties desire to terminate the Lease after the Lock-in period;
it shall do so on Three (3) months' written notice.

32. On expiry/ Termination of the Lease deed the Security deposit kept by the Lessor
shall be refunded within 15 days of handing back the vacant peaceful possession of
the demised Premises to the “Lessor” by “Lessee” after deduction of dues, taxes and
costs, if any.

33. On Termination / Expiry of the Lease, The Lessee would be entitled to remove
only the movable items from the premises, No fittings & fixtures including electrical,
wooden paneling with fittings, sanitary fittings etc shall be removed. Lessor has
provided with genset, electrical fittings, Electrical Panel etc, which is the sole
property of the Lessor.

34. That" Lessor " has the absolute right to Lease/ Renovate /Improve / Construct the
remaining portions, of its building at Plot no 897, Udyog Vihar Phase 1, if permitted
by law.

35. That in case the "Lessee" should fail to pay the monthly rent as prescribed above
in proper time or commit a breach of any of the terms or conditions of this Lease, the
"Lessor" shall notify in writing to the "Lessee" about the said arrears or breach, as the
case may be, and in the event of the "Lessee" failing or omitting to remedy the breach
or not paying up the arrears within fifteen days of such notification, the "Lessor" shall
be entitled to determine the lease hereby granted and send the notice of termination in
writing to the "Lessee", at the address of the tenanted premises expiring with the last
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day of the month next to the one in which the advance monthly rent became due to
and "Lessor" will adjust such amount from security deposit and claim the balance
amount, if any, from the "Lessee".

36. That in case the "Lessor" after having settled all accounts and on receiving vacant
and peaceful possession of the leased premises, does not refund the security deposit
within 15 days, then the "Lessor" shall be liable and responsible to pay interest @
18% per annum.

37. That in case after the termination of this agreement the "Lessee" fails to settle
validly rendered accounts with the "Lessor", the "Lessee" shall be liable to pay
interest @18% per annum on the amount due and payable to the "Lessor" by the
"Lessee."

38. The "Lessor" undertake to indemnify and keep the Lessee" indemnified from and
against any claim, liability, demand, loss, damage, judgment or other obligation or
right of action, which may arise as a result of defect in the right, title and interest of
the "Lessor" to the premises, thereby affecting the lawful peaceful possession and
enjoyment of the "Lessee" for the purpose stated herein.

39. That the "Lessor” and "Lessee" shall be liable to bear Agreement Registration &
Stamp Duty in equal proportion.

40. Parties do hereby agree to indemnify and holds harmless other party, their
respective successors, assigns, against any and all losses, damages, costs and expenses
(including, without limitation, reasonable attorneys' fees and other costs of legal
defense, whether direct or indirect) associated with any and all third party claims,
demands, suits, proceedings or judgments relating to or resulting from the breach of
Lease, negligence or willful misconduct.

41. That the parties agree that they shall get this Lease Deed executed on appropriate
stamp papers and get the same registered before the concerned Sub-Registrar,
Gurgaon, within 30 days of the execution of this present Lease Agreement. All the
costs and expenses of the stamp papers and charges for registration of the same shall
be borne by the "Lessee" and "Lessor" equally.

42. After the expiry of the lease period, the "Lessor" shall first offer to the "Lessee" on
mutually agreed terms and conditions on the prevailing market rate of rent and fresh
Lease Deed would be executed.

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43. Any dispute or difference arising between the parties herein shall be resolved
amicably at the first instance. Disputes not resolved in thirty (30) days, if any, shall be
resolved through arbitration. The arbitration shall be conducted in accordance with the
provisions of the Arbitration and Conciliation Act, 1996 along with the rules framed
there under and any amendments thereto. The venue of arbitration shall be at
Gurgaon. The Arbitration shall be conducted by a sole Arbitrator who shall be
appointed mutually by both the parties. The language of Arbitration proceedings shall
be English and the cost of Arbitration shall be borne in equal proportion by both the
parties. In case of absence of consensus on the choice of arbitrator, the matter shall be
subject to the Court of Gurgaon.

In witness whereof, the parties to the agreement have signed this Deed on the date,
month and year first above mentioned in the presence of

The Lessor covenants to the "Lessee" throughout the Term that:

a. it shall receive quiet enjoyment of the Scheduled Premises for the Term
without any interruption or disturbance by the Lessor or any third party.

b. it shall receive free and uninterrupted passage and running of water, sewerage,
electricity and telephone lines, acknowledging that the Lessee shall be liable
for the costs of water, electricity, sewerage and telephone connections in
accordance with clause;

c. it is the sole and absolute owner and has proper title to the Demised Premises

d. it has the full power and absolute right and authority to grant on Lessee the
Demised Premises

e. warrants that the Demised Premises has been constructed in consonance with
all applicable local, municipal or state laws.

f. warrants that there are no threatened or pending litigation or government

claims or third party claims on the Demised Premises and the Demised Premises are
free from all encumbrances or charges.

Witnesses:

1. LESSOR
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2. LESSEE

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