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 LEAVE AND LICENSE AGREEMENT

THIS LEAVE AND LICENSE AGREEMENT is made and entered into at

Ahmadab ad on this 17 day of October, 2024 (Agreement) .

BETWEEN

Bharti Ashwin Solanki, Indian Inhabitant, having her address at

C/202, Vraj Vihar - 8, Behind lndraprastha 6, Anandnagar Road,

Opp. Prahladnagar Garden, Satellite, Ahmedab ad 380015

hereinafter referred to as the "LICENSOR" (which expression shall

unless repugnant to the context or meaning thereof shall be

deemed to mean and include her legal heirs, executors and

 administrators} of the ONE PART;

AND

y incorporated under the

11GB ADVISORS Private Limited, a com pan
stered office at 410, Yusuf
Companies Act, 1956 and having its regi
bai 400 001 hereinafter
Building, Veer Nariman Road, Fort, Mum
expression shall unless it be
referred to as the "Licensee" (which
eof be dee med to mean
repugnant to the context or meaning ther
rs} of the OTHER PART;
and include its administrators and successo

inafter collectively referred

The Licensor and the Licensee are here
ty".
to as the "Parties" and individually a "Par

WHEREAS
possessed of and
AJ The Licensor is absolutely seized and
an Office being Office
otherwise well and sufficiently entitled to
Near Sachin Towers, 100
No. 210, Block C, Titanium City Centre,
015 admeasuring 758
Ft Road, Satellite, Ahmedabad- 380
fter referred to as "the
square fee t (built upj area (hereina

Premises"}

commercial purpose ,
BJ The Licensee is in nee d of an office for
nsor and requested the
and hen ce has app roa che d the Lice
Premises, purely on a
Licensor to allow them to use the
ths,
temporary basis for a period of 11 mon

nsor has agreed to give

q At the request of the Licensee, the Lice
and License basis for a
the Premises to the Licensee on Leave

temporary period of 11 months,

D) The Parties hereto are desirous of recording the terms and

conditions of the Agreement:

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND

BETWEEN THE PARTIES AS FOLLOWS:-

1. The Licensor hereby agree and confirm that the Licensee will

be allowed to use and enjoy the Premises without any

interruption or interference from the Licensor or anyone else as

per the terms of this Agreement.

2. The Licensor shall always be in constructive and in judicial

possession of the Premises and the Licensee will be in use of

. -"
and occupation of the Premises as mere licensee, it being the

intention of both the Parties that the exclusive possession of the

Premises shall always vest in the Licensor alone and at all times.

3. DURATION

It is clearly understood and expressly agreed by and between

the Parties hereto that the Licensee shall be entitled to the

utilization of the Premises for a period of 11 months beginning

from 19th Oct, 2024 till 18th Sep, 2025 with an option to renew it

for further two terms of 11 months. The Licensee shall have an

option to renew the Agreement for two terms of 11 months and

will communicate the option to the Licensor before 15 days of

the expiry of the term of 11 months.

4. The Licensee has agreed :

4.1 To pay to the Licensor a sum of Rs. 42,957 /- (Rupees Forty

Two Thousand Nine Hundred Fifty-Seven Rupees Only) as

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 monthly compensation jhereinaffer refened lo as the

"Monthly Compensation'') '°' each calendar month

during which the Licensee shall use and occupy the

Premises. The Licensee shall deduct TDS al the applicable

role under the Income Tax Act, 1961 from the monthly

compensation and issue TDS Certificate lo the Licensor.

4.2 The Licensee hereby agrees to make payments for every

month thereof before the 7th of every month.

4.3The Licensee has paid to the Licensor an amount of

Rs. 33862.5/- (Rupees Thirty Two Thousand Two

Hundred and Fifty Only DI: 21/10/2013, RTGS:

HSBCN13294426362 Bank: HSBC Bank Ltd) as

refundable security deposit without any interest

(hereinafter referred to as the "Security Deposit"), on

or before execution hereof, and which shall be

payable back to the Licensee on expiry of this

license and on handing over quiet, vacant and

peaceful possession of the Premises to the Licensor

after deducting the dues, if any. The Deposit

RECEIVED, from the within-named Licensee on 19

October 2013, the sum of Rs. 33, 862.5/- (Rupees

Thirty Three Thousand Eight Hundred and Sixty Two

and Fifty Poise) by way of interest free refundable

Security Deposit as part of the earlier contract three

year contract will continue to be considered as an

interest free refundable Security Deposit for this

Agreement.

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4.4 All electricity charges, charged by the electricity provider

for use of electric energy for the Premises shall be borne

and paid by the Licensee. The Licensee shall also be liable

for property tax to be paid to the Municipal Corporation

from the date hereof till the Licensee is in possession of the

Premises.

4.5 The Licensee has agreed to use the Premises for

commercial purpose and for the use of Licensee's Group

Companies and / or sister concerns.

4.6 The Licensee agrees not to part with possession of the

Premises or any part thereof to any one in any way by

lease, rental, sub-letting, etc.

4.7 The Licensee agrees to keep the Premises, its electrical

installations and other fitting, fixtures etc. in good, proper &

up to date condition and not to cause or permit to be

caused any damage thereto.

4.8 The Licensee agrees to obey, comply with and observe all

bye-laws, rules & regulations of the Municipal Corporation

and the Central and State Governments and any other

public or local body or authority, and all terms and

conditions of occupation imposed by the Licensor and/or

the society for ensuring the security, safety and cleanliness

of the Premises, and not to do, permit or omit to do any

act, deed or thing which would cause harm and/or

prejudice to the right, title and -interest of the Licensor in

the Premises.

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 4.9 The Licensee agrees not to make any structural changes in

the Premises.

4.10 Not to bring or store or suffer to be brought or stored on

the Premises any hazardous, dan·gerous. combustible or

inflammable goods and/or contraband materials. and not

to do or suffer to be done anything which may in the

decision of the Lfc'ensor (which decision shall be final and

binding upon the Licensee) be a nuisance or annoyance

to the Licensor or the occupiers of adjoining premises, or

which may invalidate or enhance the risk covered by the

policies of insurance (if any) on the Premises or building

and to make good to and indemnify and keep always

indemnified the Licensor against any loss, claim, damages,

costs, charges or expenses which may be occasioned by

the use of the Premises or any other part of the building.

5. The Licensor has provided and install two 1.5 tons Air

Conditioners of reputed brand.

6. The Premises given to the Licensee is owned by the Licensor.

The Licensee shall observe and perform all the rules and

regulations relating to the user of the Premises as laid down

from time to time and shall indemnify and keep indemnified

the Licensor from and against any non observance or breach

thereof.

7. The Licensor shall maintain the Premises and shall also pay

maintenance charges payable to the Society / Condominium

/ Builder as the case may be.

6
8. The Licensor shall not be responsible for any injury or dama ge

which may be caused to the Licensee or their servants. agents

or to any goods or property of the Licensee which may be lying

in or about the Premises by fire. white-ants. leakage. breaka ge.

or bursting of water or gas pipes or electricity or the accide ntal

giving way to any portion of the wall. floor. roof or any portion

of the Premises or from any other cause whatsoever.

9. The Licensee shall enjoy the use of the Premises temporarily

only at the pleasure and will of the Licensor and upon and

subject to the terms and conditions of this Agreement. The

Licensor shall be in exclusive and judicial possession and full

charge and control of the Premises at all times. It is the express

intention of the Parties hereto that this Agreement be a mere

license and the Licensor shall at all times have free and

unobstructed access to the Premises after giving notice of 24

hours to the Licensee.

10. The Licensee hereby agrees to permit the Licensor and/o r his

authorised representatives to enter into and inspect the

Premises in the presence of the Licensee and/o r his authorised

representative's at all reasonable hours for inspecting or

carrying out repairs or for any other purpose. to the Premises

after giving 24 hours notice. The Licensor hereby undertake to

ensure that such entry will not disturb the quiet and peace ful

possession of the Premises by the Licensee.

11. IT IS HEREBY EXPRESSLY AGREED that nothing contai ned in this

Agree ment shall constitute a demise or grant or tenanc y or

sub-tenancy by the Licensor to the Licensee, nor give or confer

upon the Licensee any right. easement. estate or interest

7
 whatsoever in the Premises or any part thereof except only the

liberty hereby permitted to use the Premises for residential

purpose on temporary basis and that possession and full

control of the Premises shall at all times remain and be

deemed to remain with the Licensor.

12. On the expiry of the period of this Agreement or the earlier

revocation thereof the Licensee shall forthwith remove himself,

his servants, agents and other persons and their belonging

articles and~ndo ver quiet and vacant possession thereof

together with the movable furniture, installations and built in

fixtures provided by the Licensor to the Licensee in the

condition in which they are, reasonable wear and tear and loss

or damage by earthquake, tempest or any other inevitable

cause or accident or irresistible force or act of God is

accepted.

13. It is expressly agreed and understood by the Licensee that the

Licensor shall not in. any manner be responsible or liable for any

loss, theft, burglary, fire, etc. in the Premises and the articles

and other things of the Licensee lying in the Premises and the

same shall be lying at the risk and costs of the Licensee and the

Licensee shall have no right to claim any indemnity for the

same against the Licensor.

14. In the event of termination of this Agreement by efflux of time

or by any manner howsoever if the Licensee fails to handover

the vacant and peaceful possession of the Premises to the

Licensor than the Licensee shall be liable to Rs 1,000/- per day

by way of damages to the Licensor, without prejudice, and

such paying of the damages shall not regularize the illegality of

8
 the possession of the Premises. in the possession of the Licensee

and the Licensor can stop the Licensee from entering the

Premises. The Licensor shall also be entitled to forfeit the

Security Deposit if the Licensee fails to handover possession of

the Premises.

15. The Licensee shall be entitled to repair. renovate and refurbish

the Premises without making any structural change at their own

costs and expenses and in accordance with all laws. The

Licensee shall not be entitled to claim any adjustment in the

Monthly Compensation for expenses incurred on the repair,

renovation and refurbishment of the Premises. The Licensor

hereby agree that any major repairs required to be carried out

in the Premises. not caused by the Licensee's fault and/or

negligence shall be carried out by the Licensor at their own

cost and expense.

16. If the Licensee shall have committed a breach of any of the

terms, stipulations and conditions of these presents and shall

have failed for a period of 15 days to remedy any such breach,

then in such an event the Licensor shall be entitled to forthwith

determine this license without prejudice to the right of action of

the Licensor against the Licensee in respect of any breach by

the Licensee of any of the terms, stipulations and conditions

herein contained . In such an event the Licensor shall be

entitled to remove the Licensee from the Premises. The

Licensee shall vacate the Premises without any obstruction.

17. On the expiry or sooner determination of the license as herein

provided, the Licensee shall forthwith desist from using the

9
 Premises and remove themselves there from. The Licensee shall

be responsible and liable for ensuring that their office statt.

employees, servants and agents remove themselves from the

Premises on the termination of this Agreement or earlier

determination thereof. In the event of the Licensee failing or

refusing to desist from using the Premises and/or removing

themselves and their office statt, employees and agents as

aforesaid, the Licensor shall be at liberty to remove all goods.

articles and things of the Licensee from the Premises (at the

cost of the Licensee) without being in any way being

answerable for any loss or damage occasioned thereby to the

Licensee and prevent the Licensee from using the Premises

and the Licensee shall and hereby agrees and (undertakes to

pay without demur to the Licensor mesne profits at the rate of

Rs. 1,000/- (Rupees One Thousand only) per day or any part

thereof as and by way of liquidated damages thereof during

which the Licensee or any other person continues in the

Premises for any reason whatsoever, without prejudice to the

rights of the Licensor herein or otherwise in accordance with

law. The aforesaid remedy is without prejudice to the Licensor

other rights and remedies under this Agreement or otherwise in

law including the right to evict the Licensee or any other

person/s in occupation of the Premises.

18. GENERAL CLAUSES

18. l This Agreement supersedes any and all previous

agreements and writings relating to the Premises. This

Agreement is entire in itself and cannot be c hanged or

terminated orally. No modification, waiver or

10
 amendmenl of lhis Agreement shaO be brnding unless

communicated in writing and signed by both Parties.

18.2 No delay in exercising or omission lo exercise any right.

power or remedy accruing to the Licensor under this

Agreement shall impair any such right. power or remedy

or be construed to be a waiver or acquiescence thereof.

nor shall the action or inaction of the Licensor in respect

of any default on the part of the Licensee or any

acquiescence by it in any such default. affect or impair

any right, power or remedy of the Licensor in respect of

any such other default.

18.3 All documents and writings between the Parties with

regard to the Premises shall be co-terminus with these

presents and the determination of this Agreement shall

be deemed to mean a determination of all such other

documents and writing in that regard.

18.4 References in this Agreement to statutory provisions shall

be construed as references to those provisions as

modified or re-enacted from time to time and to any

subordinate legislation made under such provisions and

shall include references to any repealed statutory

provision which has been so re-enacted whether with or

without modifications.

18.5 Should the same word appear in several parts of this

Agreement and thereby any ambiguity arises in the

interpretation thereof, the word or words shall be

construed in accordance with the context of the

sentence in which the word or words appear.

11
 18.6 Each Party shall bear and pay their own Solicitor's fees.

costs and expenses.

18.7 The Parties declare and confirm that the agreem ent of

license herein contain ed shall be conclusive eviden ce of

the facts mentioned herein.

18.8 In this Agreement unless it is inconsistent with or

repugnant to the context the words imparting masculine

gender include feminine gender. Words imparting the

singular number only include the plural number and vice

versa.

19. ASSIGNMENT:

The Licensee shall not be entitled to assign any of their rights.

benefits or liabilities under this Agreement or any part thereof to

any third party.

20. TERMINATION

20.1 The Licensor can terminate the Agreement in the event of

non-payment of Monthly Compensation on any two

occasions.

20.2 The Parties hereby agree that the Licensee is entitled to

terminate this Agreement by giving 1 month notice after

lock in period of six months from the date hereof.

21. DEFAULT

The following events shall be considered to be "Event of

Default" if:

a) The Licensee does not allow the Licensor and/or their

authorised representative to enter the Premises after giving

notice of 24 hours.

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 b) The Licensee fails lo pay lo the Licensor Monthly

Compensation on or before 7th of every month on any two

occasions.

c) The Licensee continues the use the Premises otter the

expiry of the term of this Agreement.

d) The Licensee defaults/breaches any term or condition of

this Agreement.

22. DECLARATIONS AND WARRANTIES:

22.1 The Licensor hereby represent and warrant that the

Premises is the property of the Licensor and that the same

is not the subject matter of any order of attachment or

other prohibitory order and is free of any charge or

encumbrance.

22.2 Both the Parties represent and warrant that they will abide

by all the applicable laws of the land.

'

23. ARBITRATION:

If any difference or dispute arises between the Parties hereto

during the subsistence of this Agreement or thereafter, in

connection with the validity, interpretation, implementation or

alleged breach of any provision of this Agreement , such

dispute shall be referred to a Sole Arbitrator The Licensee shall

have a right to appoint a Sole Arbitrator. The arbitration

proceedings shall be conducted in accordanc e with the

Arbitration Act, 1996 and in English language and the venue of

arbitration shall be in Ahmadaba d.

24. JURISDICTION

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 In respect of any dispute arising out of this Agreement. only the

Courts in Ahmedaba d shall have exclusive jurisdiction lo

adjudicate such dispute. to the exclusion of all other Courts.

25. NOTICE

Each notice, demand or other communica tion given or made

under this Agreement shall be in writing and delivered or sent

to the relevant Party at his/her/their address set out below (or

such other address as the addressee has by 2 (two) bank

working days prior written notice specified to the other Party).

Any notice. demand or other communication so addressed to

the relevant Party shall be deemed to have been delivered (a)

if delivered in person or by messenger. when proof of delivery is

obtained by the delivering Party and (b) if sent by post, on the

fifth day following posting. The initial address of the Parties for

the purposes of this Agreement is:

If to the Licensor

Address C/202, Vraj Vihar - 8. Behind

lndraprastha 6, Anandnaga r Road,
Opp. Prahladnagar Garden.
Satellite, Ahmedaba d 380015

Attention Bharti Ashvin Solanki

If to the Licensee

Address 410, Yusuf Building, Veer Nariman

Road, Fort. Mumbai 400001

Attention Mrs. Nomita Shah

26. COSTS

Each Party shall bear its own legal costs. The stamp duty shall

be borne by the Licensor

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27. The Agreement shall be signed in duplicate, Licensor shall

retain the original Agreement and duplicate thereof shall be

retained by the Licensee.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE PUT THEIR

RESPECTIVE HANDS, ON THE DAY AND THE YEAR HEREINABOVE
MENTIONED.

For LICENSOR For LICENSEE

For and on behalf of

Bharti Ashvin Solanki 11GB ADVISORS
PRIVATE LIMITED

(Authorized Signatory (Authorized Signatory)

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