BUILD TO SUIT LEASE AGREEMENT

This Build to Suit Lease Agreement (hereinafter referred to as “the Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE LANDLORD], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred as the “Landlord”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF THE TENANT], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred as the “Tenant”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The “Landlord” and the “Tenant” shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS

1. The Landlord is the owner of the Property which is depicted on the site plan attached hereto as Exhibit A;
2. The Landlord desires to construct the Building on the Property and to lease the Leased Premises to Tenant, and Tenant desires to lease the Leased Premises from the Landlord.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETOAGREE AS FOLLOWS:

1. LEASE OF PREMISES
   1. The Landlord hereby leases the Premises to Tenant under the terms and conditions more fully set forth herein.
2. PREMISES
   1. The Premises shall consist of (a) the Property and (b) one building containing approximately [INSERT AREA OF RENTED PROPERTY] rentable square feet constructed in accordance with Exhibit C attached hereto (the “Building”). The Property and the Building are collectively called the “Premises.” A preliminary site plan of the Premises and a depiction of the footprint of the Building to be constructed on the Property are attached hereto as Exhibit B, and are subject to modification by mutual agreement of the parties. The Building has or is anticipated to have a street address of [INSERT ADDRESS OF THE PROPERTY].
3. TERM
   1. All Initial Term. The initial Lease term (the “Initial Term”) shall be [INSERT TERM OF LEASE] full Lease Years. The Initial Term and any exercised Renewal Term (defined below) shall be collectively known as the “Term”.
   2. Renewal Option. Provided that this Lease is then in full force and effect (and no Event of Default has occurred and is continuing on the date Tenant delivers its Renewal Notice to Landlord, Tenant shall have the right to renew this Lease for three (3) renewal terms (each, a “Renewal Term”) of five (5) years each, each immediately following the expiration of the Initial Term or the first or second Renewal Term, as the case may be, on the same terms, conditions, and provisions as are set forth in this Lease, provided that:
      1. Tenant shall have notified Landlord in writing of Tenant’s election to renew (the “Renewal Notice”) at least eighteen (18) months prior to the date on which the Initial Term, or the applicable Renewal Term, as the case may be, expires. Time is of the essence with respect to Tenant’s exercise of its rights under this subparagraph, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Renewal Notice be timely made and in writing. If Tenant fails to timely deliver a Renewal Notice, then Tenant shall be deemed to have waived any and all remaining rights to renew the Term;
      2. there shall be no further right of renewal after the third Renewal Term;
4. LEASE COMMENCEMENT DATE
   1. The “Lease Commencement Date” shall be (a) the date Tenant takes occupancy of the Building for the conduct of Tenant’s intended business therein, or (b) the date which is [INSERT NUMBER OF DAYS] calendar days following Substantial Completion of Landlord’s Work.
   2. Lease Commencement Agreement. On the Lease Commencement Date (or such later date as Landlord or Tenant may reasonably request), Landlord and Tenant shall promptly enter into a supplementary written agreement, or in such other form as Landlord or Tenant shall prescribe, thereby specifying the Lease Commencement Date and Rentable Area.
5. RENT AND FINANCIAL MATTERS
   1. The Security Deposit. Tenant shall be required to deliver security deposit of [INSERT SECURITY DEPOSIT AMOUNT] hereunder.
   2. Rental Obligation. Commencing on the Lease Commencement Date, Tenant shall be obligated to pay and shall pay Basic Annual Rent. Tenant agrees to pay Landlord (“Basic Annual Rent”), payable in equal monthly installments, at the rate of [INSERT RENT AMOUNT] times the Rentable Area per year for the first (1st) Lease Year, which initial Basic Annual Rent is on a triple net basis, and which shall be increased each Lease Year thereafter by two and one-fourth percent (2.25%) of the previous Lease Year’s Basic Annual Rent.
   3. Payment Procedure. Each installment of the Basic Annual Rent is due in advance on the first (1st) day of each and every month for which payment is due and shall be paid by electronic funds transfer in accordance with instructions provided to Tenant by Landlord as modified by Landlord from time to time. Unless a different date for payment is provided for elsewhere in this Lease (including, without limitation, as provided with respect to Landlord’s Estimate of Operating Expenses and/or Taxes), all Additional Rent will be paid by Tenant within thirty (30) calendar days after Landlord has notified Tenant of the amount due. The foregoing notwithstanding, the portion of Additional Rent which is attributable to Landlord’s Estimate of Operating Expenses and/or Taxes (as all of the foregoing terms are hereinafter defined) shall be paid on the first day of each month together with Tenant’s payments of Basic Annual Rent.
   4. Partial Month Proration. If the Lease Commencement Date occurs on a day other than the first day of a month, then Tenant will pay a prorated monthly installment of Basic Annual Rent and of the Additional Rent for the fractional part of such month.
   5. Rent Adjustment-Taxes. Commencing on the Lease Commencement Date, and during each Operating Year, Tenant shall pay to Landlord, as Additional Rent, with and at the same time as the payments of Basic Annual Rent are due, Tenant’s Share of the Landlord’s then-current estimate of Taxes, prorated in equal amounts over the balance of the then-current Operating Year. Landlord has the sole and exclusive right to contest any Taxes assessed against the Leased Premises (including the Building); provided, however, that in the event Landlord does not elect to contest the Taxes assessed during any Operating Year, then Landlord shall provide written notice thereof to Tenant prior to the deadline to commence any such contest, in which event Tenant may require Landlord to contest such Taxes on its behalf provided that no Event of Default by Tenant has occurred and is continuing. If Landlord contests the Taxes, either by its election or Tenant’s direction, then Landlord may (i) select such third party providers as Landlord deems prudent to assist in such proceedings, on either a fee-paid and/or contingent fee basis; and (ii) at Landlord’s discretion, include all reasonable expenses incurred by Landlord (including attorneys’ fees and court costs) in appealing any assessment as an item of Taxes for the purpose of computing Additional Rent due under this Lease and/or satisfy all or a portion of such expenses from the proceeds of any tax refunds received as a result of a successful assessment contest. Tenant shall have the right to consult with any such third-party providers selected by Landlord in connection with the contest of Taxes hereunder. Tenant acknowledges that it bears the risk that a tax assessment appeal could result in a decision which increases the assessed value of the Leased Premises.
6. UTILITIES
   1. Effective as of the Lease Commencement Date, all utilities shall be transferred directly to accounts in Tenant’s name and Tenant shall pay directly to all utility providers all charges respecting the Leased Premises incurred during the Term. In furtherance of the foregoing and for the avoidance of doubt, it is the intent of this Lease that Tenant arranges for and pay directly to the applicable utility providers the cost of all electricity, gas and other utility charges used in the Building and at the Premises, and that this Lease therefore be considered to be absolute net of such costs.
   2. Tenant shall pay on a timely basis to the appropriate utility or other supplier all charges for gas, steam, electricity, light, heat, power, telephone, water, metered or unmetered sprinkler, sewerage and all other utility and communication services, used, rendered and/or supplied upon or in connection with the Premises to the extent not paid by Landlord and reimbursed by Tenant as a part of the Operating Expenses. Upon request, Tenant shall promptly furnish Landlord with copies of all paid receipts for such utilities charges. All such utility charges shall be appropriately adjusted between the parties as of the Lease Commencement Date, and again as of the expiration or sooner termination of this Lease.
7. ANNUAL RECONCILIATION DATE
   1. Landlord will deliver to Tenant, within one hundred twenty (120) calendar days after the end of each applicable Operating Year, a statement for such Operating Year (the “Statement”) showing the actual amount of Operating Expenses and Taxes for the Operating Year just ended. Tenant will pay Landlord, within forty-five (45) calendar days of the receipt of any Statement, such amounts as may be necessary to adjust Tenant’s payments (if any) of the estimated Operating Expenses and Taxes for such preceding Operating Year so that such payments (if any) will equal the actual amount of any such Operating Expenses or Taxes payable by Tenant for such Operating Year. If any Statement shows that the estimated Operating Expenses or Taxes paid by Tenant exceed the actual Tenant’s Share of such Operating Expenses or Taxes for any Operating Year, then Landlord will credit Tenant’s account by an amount equal to the excess or, if at the end of the Term, refund to Tenant an amount equal to the excess. Failure of Landlord to provide any Statement within the time prescribed will not relieve Tenant of its obligations under this Paragraph. The parties’ obligation to make payment for any overpayment or underpayment of estimated compared to actual Operating Expenses and Taxes during the final Operating Year shall survive expiration or termination of this Lease.
8. CONDITIONS OF TENANT’S OCCUPANCY AND POSSESSION
   1. The Restrictions and Rules. Tenant shall use the Premises only for general office use and uses for Tenant’s business ancillary thereto, including, but not limited to cafeteria, data center, conference center, fitness center, continuing education and conferencing purposes, archives and records and similar office type legally permissible ancillary uses in connection with Tenant’s business.
   2. In no event will smoking be permitted within the Building. Tenant agrees to be bound by all laws, requirements, rules, orders, ordinances, zoning and restrictive covenants applicable to Tenant’s use of the Leased Premises, whether in force on or after the Lease Commencement Date (collectively, the “Restrictions”).
9. ACCEPTANCE OF PREMISES
   1. The taking of possession of the Premises by Tenant on the Lease Commencement Date shall constitute an acknowledgment by Tenant that, (i) the Leased Premises are in good condition, that Landlord has provided or constructed all improvements to be provided or constructed by Landlord in the Premises, and (ii) all materials and labor provided by Landlord are satisfactory. Upon Landlord’s request, Tenant shall provide written confirmation of the foregoing.
10. LANDLORD’S RIGHTS AND OBLIGATIONS
    1. Access. Landlord or its authorized agent or representative (e.g., a property manager, asset manager, other advisor, broker, or actual or prospective purchaser or mortgagee or deed of trust holder, etc.) will have the right to enter and examine the Premises (except the secured areas) for any reasonable purpose (including showing the Leased Premises to prospective tenants during the last twelve (12) months of the Term) with at least two (2) Business Days’ prior written notice to Tenant and in the presence of a designated Tenant representative (Tenant covenanting to make such a representative available and, if Tenant does not do so then such entry is permitted without a Tenant’s representative being present), or at any time in the event of an emergency. If the Leased Premises are accessed by Landlord or its authorized representatives in the case of an emergency, Landlord shall inform Tenant in writing within twenty-four (24) hours after such emergency, indicating the nature of the situation and the outcome.
    2. Building Repairs. Landlord shall make such repairs and replacements to the Structural Portions of the Building as required by Best Management Practices. In making such repairs and replacements, Landlord shall use its reasonable efforts to see that its contractors, subcontractors, agents, invitees, etc. do not generate noise or dirt or undertake any activities which unreasonably interfere with the conduct of Tenant’s business at the Leased Premises. Tenant shall not be entitled to an abatement or diminution of Rent during any period of such repairs or replacements, unless such repairs or replacements arise from a defect in the Structural Portions of the Building and Landlord determines, in its reasonable discretion, that Tenant is unable to use the Leased Premises, or any portion thereof, during the performance of such repairs or replacements, in which event the Basic Annual Rent shall be abated proportionately as to the portion of the Leased Premises rendered unusable and only for the time such portion of the Leased Premises is rendered unusable due to the performance of such repairs or replacements; provided, however, that Tenant shall not be entitled to such abatement to the extent the need for such repairs or replacements resulted from the wrongful acts or inaction of Tenant.
11. INDEMNIFICATION
    1. Tenant agrees to hold Landlord and its agents, officers, directors and employees harmless against all such claims, except to the extent resulting from the gross negligence or willful misconduct of Landlord, its agents, contractors or employees during any period of the Term, or to the extent resulting from the ordinary negligence of Landlord, its agents, contractors or employees during any period following the Management Change Date during which Landlord is managing the Premises. Landlord and its agents, officers, directors and employees shall not be liable to Tenant, its employees, agents, business invitees, licensees, customers, clients, family members or guests for any damage, compensation or claim arising out of or related to managing the Premises, repairing any portion of the Premises.
    2. Landlord and Tenant agree that each will defend, indemnify and hold harmless the other for all claims, demands, actions, suits, proceedings, judgments, damages, losses, costs and expenses (including, without limitation reasonable attorneys’ fees) incurred by one party (the “Indemnitee”) to the extent resulting from any claim or action (whether or not such claim or action proceeds to final judgment) brought or threatened for any of the following acts or omissions of the other party (the “Indemnitor”), and/or of the Indemnitor’s servants, employees, agents, licensees or invitees: (1) any breach, violation and/or nonperformance of any covenant or provision of this Lease applicable to the Indemnitor; and/or (2) negligence or any willful misconduct of the Indemnitor. This indemnification will remain in effect after the termination or expiration of this Lease.
12. LANDLORD MEANS OWNER
    1. The term “Landlord” as used in this Lease, so far as covenants or obligations on the part of Landlord are concerned, shall be limited to mean and include only the owner or owners at the time in question of the fee of the Premises, and in the event of any transfer or transfers of the title to such fee, and provided that such transferee shall assume each and every covenant and obligation of Landlord hereunder as of the date of the transfer of title (but not otherwise), Landlord herein named (and in case of any subsequent transfer or conveyances, the then grantor) shall be automatically freed and relieved, from and after the date of such transfer or conveyance of all liability as respects the performance of any covenants or obligations on the part of Landlord contained in this Lease thereafter to be performed provided that any funds in the hands of such Landlord or the then grantor at the time of such transfer, in which Tenant has an interest shall be turned over to the grantee, and any amount then due and payable to Tenant by Landlord or the then grantor under any provisions of this Lease, shall be paid to Tenant.
13. ASSIGNMENT AND SUBLETTING
    1. No Assignment of this Lease or Subletting of the Leased Premises is permitted without the prior written consent of Landlord. Landlord shall not unreasonably withhold or condition its consent to any proposed Assignment or Subletting.
14. TERMINATION
    1. This Agreement may be terminated by either party if the other party defaults in the performance of any duties and/or obligations or materially breaches any of the terms and conditions of this Agreement and fails to cure such default breach within [INSERT NOTICE PERIOD FOR TERMINATION] days after the service of written notice upon it of such default or breach.
15. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
16. WAIVER
    1. No failure by either party to exercise, nor any delay by either party in exercising, any right, privileges, power, authority or remedy hereunder shall operate as a waiver of that or any other right, privileges, power, authority or remedy of the Company, nor shall any single or partial exercise of any right, privileges, power, authority or remedy preclude any other or further exercise of that or any other right, privilege power, authority or remedy.
17. SEVERABILITY
    1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
18. GOVERNING LAW AND JURISDICTION
    1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT STATE/COUNTRY OF APPLICABLE LAWS]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES].
19. NOTICES
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
       1. LANDLORD: [INSERT THE EMAIL ID OR/AND ADDRESS]
       2. TNENANT: [INSERT THE EMAIL ID OR/AND ADDRESS]
20. ENTIRE AGREEMENT
    1. This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
    2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
21. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of the Landlord:

Name: [INSERT NAME OF LANDLORD/SIGNING AUTHORITY]

Signature:

Date: [INSERT SIGNING DATE OF LANDLORD]

Signed, sealed and delivered on behalf of the Tenant:

Name: [INSERT NAME OF TENANT/SIGNING AUTHORITY]

Signature:

Date: [INSERT SIGNING DATE OF TENANT]

EXHIBIT A

EXHIBIT B

EXHIBIT C