LEASE AGREEMENT

This Lease Agreement (“Agreement”) is made at [] on this [ ] day of [ ], 20[ ].

By and between

Mr. Tahir Hussain son of Muhammad Hussain holding CNIC No. ___________________and Mr. Zahid
Hussain son of Muhammad Hussain holding CNIC No. ___________________, both Muslim, adults, and
both resident of House No. 160 Street No. 47, Sector F-10/4, Islamabad, (hereinafter jointly referred to as
the “Lessors”, which expression shall mean and include their executors, successors-in-interest and/or as-
signs) of the One Part;

AND

M/S Trans World Infrastructure Services (Private) Limited, a company incorporated under the laws of
Pakistan and having its place of business at Retalia Building, 2nd and 3rd Floors, Plot No 24, G6 Markaz,
Islamabad, and acting though its ________________, S/o. ______________, holding CNIC
No.___________________, (hereinafter referred to as the “Lessee”, which expression shall mean and in-
clude its executors, successors-in-interest and/or assigns) of the Other Part.

(The Lessors and Lessee shall hereinafter also be collectively referred to as the “Parties” and individually
as a “Party”)

WHEREAS

(A) The Lessors has represented to the Lessee that the Lessors are lawfully in possession, having lease
hold rights granted to them by Capital Development Authority vide letter No. CDA/DEM-
41(139)/IM/86/5515, dated 8-01-2001, of Plot No. 202-203, Street No. 1, Industrial Area, Sector I-
10/3, Islamabad (hereinafter the “Site”); Commented [UM1]: This lease is subject to the Lessors having
rights to sub-let the premises vide Lease Deed dated 30-10-1999, as
mentioned in the CDA letter.
(B) The Lessee has, on reliance of the aforementioned representation by the Lessor, agreed to take on
lease and the Lessor has agreed to let an area of 70'x50' = 3500 sq. Feet of the Site, having total
covered area of the building is (2 x 41 x 51) 4182 sq. Feet as per map detailed attached as Annexure
A, together with fixtures and fittings therein and along with the use and enjoyments of all easement
rights therein including the common passages, entrances, staircases, landings and lifts adjoining/ap-
purtenant thereto (hereinafter referred to as the “Demised Premises”)

(C) The Lessee requires the Demised Premises for establishing its Engineering Unit (Data Center for
IP Core, Transmission (Backbone/Metro), GPON and Collocation Services and Facilities for
Engineers).

NOW, THEREFORE, IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:

Lease Period

1. The Lessors hereby demises unto the Lessee the Demised Premises for a period of 5 (Five) years
commencing from 1st February 2019 (“Commencement Date”) and ending on 31st January 2024,
both dates inclusive (the “Term”).

2. During the Term the Demised Premises and all accesses and easement rights therein and of the Site
shall be in the sole and exclusive use of the Lessee.

Page 1 of 6
3. This Lease Agreement may be renewed by the Parties on such terms and conditions as may be mutually
agreed by and between the Parties in writing through a new lease agreement.

Monthly Rent Amount

4. The rent of the Demised Premises shall be Rs. 375,000/- (Rupees Three Hundred Seventy-Five
Thousand Only) Per Month (the “Rent”). The Rent for the first year of the Lease, amounting to PKR
4,500,000/- (PKR 2,250,000/- each to both the Lessors vide cheque No. ______ dated _______and vide
cheque No. ________ dated _________) has been paid to the Lessors by the Lessee, receipt of which
is hereby acknowledged by the Lessors.

5. That from the second year of the Lease i.e. 1st February 2020 till the expiry of the Lease, the monthly
Rent shall be paid in quarterly advance installments. The said quarterly installment of the Rent shall be
paid on or before the 15th day of the month in which the payment of the quarterly rent is falls due. It is
agreed between the Parties that upon the request of the Lessors, the said advance quarterly rent shall be
paid through two cheques of equal amount to both the Lessors.

6. That the Lessee shall be entitled to deduct withholding tax or any other applicable tax presently payable
or which may subsequently be imposed from the Rent, and any enhancements thereof as per the terms
and conditions of this Agreement, at the rate prescribed from time to time by the competent authority.
The payment of the Rent against receipt as per the terms hereof shall be the full discharge of liability of
the Lessee subject to the other terms of this Agreement.

7. The Rent of the Demised Property shall be increased annually at the rate of 7%. Provided that such
annual rent enhancement shall commence from the second year of the Lease i.e. 1st February 2020.
The Lessee shall be entitled to deduct withholding tax or any other applicable tax from the Rent
paid.

Utilities and Taxes / Rates / Charges etc.

8. The Demised Premises is equipped/supplied/provided with the following utilities connections/accounts:

a) Telephone;
b) Electricity; 50 KVA Transformer
c) Water.
d) Natural Gas/Sui Gas

Hereinafter collectively referred to the “Utilities”.

9. The Lessors represents and warrants to the Lessee that the Utilities are in proper, consumable and
working condition at the Demised Premises, such that, inter alia, no expenses and/or costs are
liable/needed to be incurred on the part of the Lessee for the establishment/repair/replacement of any
items relating to the Utilities including any wires, pipes, switches, knobs, valves, sockets etc. In the
event that any expenses are required to be made in respect to the Utilities, the Lessee shall have the
option of undertaking the same at its own expense and deducting the total costs from the future Rent
payments.

10. The Lessors further represents and warrants to the Lessee that no dues, bills, fines, charges, surcharges,
levies, fees, penalties etc. are due, liable, chargeable, outstanding or otherwise payable by the Lessor or
any third parties, in any manner whatsoever in respect of the Utilities. The Lessor shall, at all times, be
solely liable and responsible for the full and complete payment/satisfaction of any and all of the
aforesaid dues, bills, fines etc. accruing/arising on account of the use/misuse of the Utilities by the
Lessor or any third parties.

11. The Lessors further represents, warrants and undertakes that at the time of handing over the vacant
possession of the Demised Premises and throughout the Term, the Demised Premises shall have
separate water, electrical, Natural Gas and Telephone connections in excellent working order with their
own meters. Further, the Lessors agrees to execute/ sign any document, as may be required by the

Page 2 of 6
 Lessee from time to time, with respect to electricity, water, Natural Gas and telephone connections.
There will be no liability on the Lessee to pay any other utility bills except those pertaining to the
Utilities.

12. Subject to the foregoing the Lessee shall for the duration of the lease, starting from the Commencement
Date, be liable for the due and timely payment of all bills pertaining to the Utilities.

13. The Lessors represents and warrants to the Lessee that all taxes (including but not limited to wealth tax,
income tax etc.), levies, charges, fines, penalties etc. if any pertaining to the Demised Premises or any
part thereof, have been duly paid/satisfied and that no amounts whatsoever are outstanding in this
regard. The Lessors shall be liable to pay any and all taxes/dues, including but not limited to income
tax, wealth tax, property tax etc. which in any manner relate/pertain to the Demised Premises. In the
event the Lessee is required / obliged to pay any such rates / taxes / charges to any authority, the Lessee
may pay the same and deduct the aggregate amount of such payments from the future Rent payments.

14. The Lessors shall also be responsible for payment of all taxes, cesses, levies and commercial charges
in respect of the Demised Premises to the Government, Municipal authority / Metropolitan Corporation
and any development authority etc.

Approvals / Permissions

15. The Lessors represents and warrants to the Lessee that all sanctions and permission necessary for
the Demised Premises to be used for the purpose of Engineering Unit (Data Center for IP Core,
Transmission (Backbone/Metro), GPON and Collocation Services and Facilities for
Engineers) , including those that may be required from any development authority, are in place. The
Lessors further warrants that it has paid all charges, fees and other expenses requisite for any such
permissions/approvals. In case the Lessors fails to provide (for the duration of the Term) such
permission/approval from any development authority or others competent authority, or if such
permission/approval is restricted or withdrawn during the currency of the Lease or any renewal
thereof, the Lessors undertakes to have the said approvals / permissions renewed at its own cost and
expense.

16. In the event the sanctions / permissions / approvals mentioned in the aforesaid clause are not obtained
or withdrawn after having been obtained, the proportionate amount of the Rent shall abate until the
said sanctions / permissions / approvals are obtained or restored as the case may be and any Rent
paid in advance rendered excess as Rent by the Lessee shall be adjusted against any future Rent
payable or refunded to the Lessee, as the case may be. Provided that in the event the sanctions /
permissions / approvals mentioned in the aforesaid clause are not obtained or withdrawn after having
been obtained the Lessee shall also have the right to terminate the Lease forthwith due said events,
without being liable to pay any amount, damages or costs to the Lessors or any third party on Lessors
behalf.

Possession, Entry and Inspection

17. The Lessors shall deliver the vacant and exclusive possession of the Demised Premises to the Lessee
at the time of execution of this Agreement.

18. During the pendency of the Lease or any renewal thereof, the Lessee shall have the absolute right to
uninterrupted possession, use and enjoyment of the Demised Premises, without interference in any
manner whatsoever by the Lessors or any other parties.

19. The Lessors may visit the Demised Premises for the purposes of inspection by giving One (01)
week’ prior notice to the Lessee and subject to the express permission of the Lessee in this regard.
In carrying on such inspection, the confidentiality of the Lessee’s business shall be safeguarded.

20. On expiry of the Term, if the Lease is not extended by the Parties, the Lessee shall deliver the vacant
possession of the Demised Premises to the Lessors.

Use of Premises

Page 3 of 6
21. The Lessee is taking on Lease the Demised Premises for use by itself and/or its authorized personnel
only for the purpose of establishing its Engineering Unit (Data Center for IP Core, Transmission
(Backbone/Metro), GPON and Collocation Services and other ancillary facilities for its
Engineers.

22. The Lessee shall not assign or sublet the Demised Premises or any part thereof to anyone except its
group companies, without the prior written consent of the Lessors. The Lessors agrees that in case
the Demised Premises are assigned or sublet to the Lessee’s group companies, no prior written
consent shall be required.

Structural Changes/ Repairs/ Maintenance

23. The Lessee shall be entitled, and the Lessors hereby unconditionally and irrevocably so authorizes
the Lessee without any prior notice to or consent of the Lessor, to undertake, at its own cost and
expense, such modifications, alterations, developments and constructions, including but not limited
to construction/removal of internal walls, partitions, doors, stairs, counters, fixtures, fitting, air-
conditioning, Generators, upgradation of transformer and any other equipment according to the
requirements of the Lessee and as it deems appropriate from time to time; provided, however, that
the Lessee shall not make any structural changes to the Demised Premises without prior notice to
and consent of the Lessor. In this regard, the Lessors hereby agrees to cooperate with the Lessee in
any manner as may be required by the Lessee from time to time, including but not limited to
submission of construction plans, signing of all documents, plans and drawings pertaining to the
aforementioned structural changes and obtaining any necessary or incidental permissions from the
competent authority.

24. The aforesaid fittings and fixtures shall remain the property of the Lessee and on the expiry of this
Lease or any renewal thereof, the Lessee is permitted to remove all such fittings and fixtures as may
have been installed as aforesaid; provided, always, that any damage done by such removal shall
fairly be compensated by the Lessee and failing agreement between the Parties as to the amount of
fair compensation shall be repaired by the Lessee.

25. The Parties hereby agree that all major repair work of the Demised Premises including all repairs to
the Utilities and the sanitary installations of the Demised Premises shall be the responsibility of the
Lessors, at its own cost and expense, as and when required by the Lessee. In this regard, the Lessee
shall notify the Lessor of any defect in the structure of the Demised Premises or any other repairs
that may be required, which the Lessor agrees to remedy/ repair immediately on such notice to the
satisfaction of the Lessee. In the event the Lessors fails to undertake such repairs within ten (10)
days of the Lessee notifying it of the same, the Lessee shall be entitled, without being obliged to do
so, to undertake the repairs in question at the cost and expense of the Lessors and shall be entitled to
set-off the same against any future Rent payable to the Lessor.

26. Save as specified to the contrary in this Lease to maintain the Demised Premises and subject to any
normal wear and tear, the Lessee shall keep the Demised Premises in good repair and tenantable
condition during the Term.

Termination

27. The Lessors shall only be entitled to terminate this Lease, subject to compliance with Clause 28
below, in the event the Lessee fails to pay the Rent within ninety (90) days from the date it becomes
first due. The Lessor hereby agrees and waives its right to terminate the Lease on account of any
other reason whatsoever, including if the Demised Premises is required for their own personal use
or personal use of any of their dependents or successors.

28. Upon failure of the Lessee to pay the Rent as aforesaid, the Lessors shall, in writing, inform the
Lessee of its breach and, thereafter, the Lessee shall have a period of ninety (90) days (the “Cure
Period”) to cure the said default. In case the Lessee cures the said default within the Cure Period,
the Lessors shall have no right to terminate this Lease.

29. In the event the Lessee desires to vacate the Demised Premises, for any reason whatsoever, before
the expiry of the Term, the Lease may be terminated at the Lessee’s option on service by the Lessee
of a Three (3) months’ notice in writing to the Lessors. In such an event, the Lessors shall refund

Page 4 of 6
 any money or moneys paid in advance as Rent to the Lessee for the Demised Premises computed
from the date of expiry of the said notice.

General

30. The Lessors shall keep the Lessee safe, harmless and indemnified against any and all losses and
damages suffered by the Lessee owing to any claim, suit or demand preferred by any one in respect
of the title or right of the Lessors in all or any part of the Demised Premises.

31. The Lessee shall be allowed to display or install any advertisement materials including but not
limited to sign boards on the Demised Premises, at its own expense (the “Advertisement
Materials”). The Lessors agrees that no extra cost will be payable by the Lessee to the Lessors and
the Advertisement Materials shall remain the sole property of the Lessee. The Lessee agrees to pay
any applicable taxes, levies, sums, dues in relation to the Advertisement Materials to any local
government, government agencies and authorities etc. during the Term.

32. If the Demised Premises or any part thereof are destroyed or damaged by fire, earthquake, tempest,
war, riot, civil commotion, violence or the consequences thereof or any other irresistible forces not
caused by the act or default of the Lessee, its servants or agents, so as to be unfit for the purpose for
which they are demised, this Lease shall be, at the option of the Lessee, terminated and the Lessors
shall refund the proportionate amount of the Rent paid in advance; provided, however, that in the
event the Lessee elects to continue the Lease, the Lessors shall repair the damage and the Lessee
shall vacate the whole or such portion of the Demised Premises as may be required to enable the
Lessors to repair or restore the same to its former condition and in such event the proportionate
amount of the Rent shall abate until the Demised Premises or the portion thereof is so restored and
any sums paid in advance rendered excess as Rent by the Lessee shall be adjusted against any future
Rent payable or refunded to the Lessee, as the case may be.

33. The Lessors assures and undertakes that they have a good and valid title and possession of the
Demised Premises and are legally entitled to lease the Demised Premises. The Lessors also
undertakes that there are no claims pending or threatening litigation which would result in the
creation of any lien against the Demised Premises that may impact the Lessee.

34. The Lessors further represents and warrants: -

A. That the Lessors are fully competent and authorized to bind themselves into this Lease and
to discharge the obligations hereunder;
B. This Lease does not contravene any other obligations, arising from their commitments with
CDA or any other authority or organization, of the Lessors.

35. The Lessee shall use the Demised Premises in a manner as to not cause any inconvenience,
discomfort and/or nuisance to other occupants residing in the vicinity of the Demised Premises.

36. Each Party shall bear its own legal fees and expenses in connection with the preparation of this
Agreement but the stamp duty and registration fee on this Lease Agreement shall be borne by the
Lessee.

37. Any dispute arising out of this Lease shall be settled by reference to Arbitration by a sole arbitrator,
appointed by consent of both Parties or if the Parties cannot agree on the appointment of a sole
arbitrator, one arbitrator shall be appointed by each party and in case of disagreement between them
to the arbitration of an Umpire who shall be appointed by the said two arbitrators before entering on
the reference. The decision of the arbitrators or the Umpire, as the case may be, shall be final and
binding upon the parties. The venue of arbitration shall be at Islamabad and shall be held in all
respects in accordance with the Arbitration Act, 1940 or any statutory modification or re-enactment
thereof.

38. Any notice to be given by the Lessors to the Lessee or the Lessee to the Lessors shall be deemed
sufficient served by sending it by registered post in a prepaid letter or by hand addressed to them by
name at the addresses given in this Lease.

Page 5 of 6
39. The Agreement contains the entire agreement between the Parties with respect to the subject matter
of the Agreement, supersedes all previous agreements and understandings between the Parties with
respect to the Agreement, and may not be modified except by an instrument in writing signed by the
duly authorized representatives of the Parties.

40. If any section or portion of the Agreement is determined to be unenforceable or invalid, for any
reason whatsoever, that unenforceability or invalidity shall not affect the enforceability or validity
of the remaining portions of the Agreement. Furthermore, such unenforceable or invalid section or
portions of the Agreement, and such unenforceable or invalid section or portions thereof, shall be
severed from the remainder of the Agreement.

41. This Agreement shall be governed by the laws of the Islamic Republic of Pakistan and courts at
Islamabad shall have exclusive jurisdiction.

42. The Parties hereby agree to perform their obligations under this Agreement in good faith.

IN WITNESS WHEREOF the Parties hereto have put their respective hands on the date, month and year
mentioned above, in the presence of the witnesses.

For and on behalf of the Lessor: For and on behalf of the Lessee:

Name: Name:
Title: Title:

WITNESSES:

Signature: _________________________________ Signature:

______________________________
Name: ____________________________________ Name:
_________________________________

CNIC: ____________________________________ CNIC:

________________________________

Page 6 of 6