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LEAVE AND LICENCE AGREEMENT

This Leave and License Agreement is entered into at _________________ on this ______
day of _______________ 2014.
BETWEEN
Mrs. Sesha Lalitha, W/o. Mr. Venkata Ramanujulu, aged about _____ years,
resident of H.No. 13-20-29/1, Gunipudi Village, Bhimavaram Mandal, East
Godavari District (hereinafter referred to as the LICENSOR which expression shall
wherever the context admits or permits be deemed to mean and include its / his / her heirs,
successors - in - interest, legal representatives, administrators, executors, assigns and
nominees) of the ONE PART.

AND

VIOM NETWORKS LIMITED, a company incorporated under the Companies Act, 1956
and having its registered office at D-2, 5
Th
Floor, Southern Park, Saket Place, Saket, New
Delhi-110017, and its Corporate Head office at Viom Tower, Plot No. 14 A, Sector 18,
Maruti Industrial Complex, Gurgaon 122015 and its Andhra Pradesh Circle Office at 4
th

Floor, Gowra Plaza at Door No. 1-8-304-307/381/444, Sardar Patel Road, Begumpet,
Secunderabad 500003, through its Authorised Signatory Mr. Meenakshisundaram, Circle
Head (hereinafter referred to as "LICENSEE" which expression shall wherever the context
admits or permits be deemed to mean and include its successors-in-interest, assigns or
affiliates etc.) of the OTHER PART.
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WHEREAS
A. LICENSEE is in the business providing value added services and passive infrastructure
facilities to telecommunication service providers Infrastructure Provider.

B. LICENSEE requires to set up inter alia, passive infrastructure facilities at various
locations, which includes:

a. A tower/ poles along with desired civil foundation to support the same and to
enable transmission and reception of radio signals;
b. A pre-fabricated shelter to house electronic equipment including, but not limited to,
telecommunication equipment, fire safety equipment, Diesel Generator set
(portable or otherwise), batteries, panel boards, voltage stabilizers, uninterrupted
power supply systems and such other equipments as may be required for the
purpose of operations of the Tower;
c. Cables, connecting to and from the shelter to the antennas and outside, Optical
Fiber Cable, including Right of Way from road to the tower site as may be
applicable;
d. Lightning conductors and earthing pits;
e. Power cables connecting the tower to the connectivity of the Electricity Board /
Distribution Company or other power supply service providers connectivity
terminated within or outside the precincts of the said Premises;
f. Any other related equipment/facilities as may be required from time to time to
carry out the business activities securely;
which are hereinafter individually and collectively referred to as the Tower.
C. LICENSEE has identified vacant space admeasuring approximately 500 square feet
over the terrace/Roof Top of the building bearing address H.No. 13-20-29/1, Gunipudi
Village, Bhimavaram Mandal, East Godavari District, owned and possessed by the
LICENSOR (hereinafter referred to as the said Premises), which is more fully
described in the Schedule hereunder as a site for installing its Tower.

D. LICENSOR has agreed to grant permission to LICENSEE to use the said Premises for
the purpose of installing tower and permits infrastructure services.

E. LICENSOR has represented to LICENSEE that the LICENSOR is the absolute,
unrestricted, lawful and rightful owner of the said Premises. The LICENSOR has all the
rights to execute and enter into this Agreement for the license of the schedule premises
or any portion thereof. The LICENSOR is in possession with clear marketable title of
said premises free from all encumbrances and that no suit, litigation, claim, demand or
dispute or prosecution of any nature whatsoever is pending in relation to the said
Premises.

F. Based on the aforesaid representations and assurances and believing the same to be true
and correct, LICENSEE has now agreed to take on license the said Premises on the
terms and conditions as hereinafter set out.
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NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:
1. GRANT OF LICENCE:

1.1. The LICENSOR grants permission to LICENSEE for the consideration set out below to
use the said Premises to install, modify, de-install, operate maintain the Tower upon the
said Premises together with the space for laying cable trays and cables along with the
right of way and access to the said Premises, and also to use the said premises for any
purpose as commensurate to its business.

2. CONSIDERATION:

2.1 The fee payable by LICENSEE for the use of the said Premises shall be Rs. 10,000/-
(Rupees Ten Thousand only) per month (hereinafter referred to as License Fee). The
payments shall be made in the name of Sesha Lalitha in the account
number_____________________ at ______________________ bank and shall start
from the commencement of operations of the Tower at the said premises. The payment
of License fee shall be subject to deduction of tax at source (TDS) in terms of Income
tax Act, 1961 or any other law applicable from time to time The License Fee payable
shall stand increased by 15% over the License Fee only after expiry of every five
years from the first date of the calendar month starting from the expiry of the month in
which the tenancy commenced. The LICENSOR shall not object the LICENSEE for
sharing its infrastructure (site) with any of the telecom operators/service providers/its
business associates (Operator) to install their equipment, lay cables and operate from
the site without any additional demand of License fee from the Licensee up to three
operators and after that from the 4
th
operator onwards for each new operator on the site,
the fee shall be increased to the tune of 10% in the base fee and likewise for an exit by
any Operator, the fee shall be reduced by 10% in the base fee. For the sake of clarity,
the date of Commencement of Operations shall mean and include the date when the
Site starts radiating, as permitted.

2.2 The LICENSOR agrees that the payment of the License fee shall commence after the
expiry of the license fee-free period of at least 60 days as mutually agreed to hereby
or the date of commencement of operations of the Tower, whichever is earlier. In the
event that the LICENSEE is unable to complete the work at the said Premises or is
unable to make the Tower operational due to any reasons, including but not limited to
objections or litigations from neighbors or stoppage of work by authorities; no License
Fee or any amount shall be payable till the time the dispute continues and the work is
not completed at the said Premises owing to such reasons.

2.3 The LICENSOR shall not be entitled to seek or demand any revision in the License Fee
for any reason, or at any point of time during the tenure of this Agreement except in the
circumstances of entry/exit of a new tenant at the Site or at the expiry of the period
stipulated in S. 2.1 above.

2.4 The License Fee includes all statutory levies, cesses and taxes and shall be subject to tax
deduction at source and any other deductions under the Income Tax Act, as applicable.

2.5 Without prejudice to the generality of Clause 2.4, the LICENSOR shall be responsible
for the payment of municipal taxes, property tax, income tax and other taxes of any
nature levied by any government or quasi governmental agency and levies, outgoings,
charges, fines and penalties, present and future, payable on and in respect of the said
Premises. The LICENSOR shall not make any claim or seek reimbursement of any
nature whatsoever from the LICENSEE for such payments. Any escalation in the
property tax or any changes in the tax category applicable to the said Premised due to
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the installation of the Tower shall solely be payable by the LICENSOR and no
reimbursement will be sought by the LICENSOR from LICENSEE.

2.6 All taxes/ fee including any increase/decrease in the taxes, as payable to any authority
for installation and operations of the Tower in the said Premises shall be paid by
LICENSEE.

3. DURATION, RENEWAL AND TERMINATION:

The grant of License for the said premises for shall be for a period of 15 (fifteen) years from
the date of execution of this agreement.

3.1 Considering the sensitive and critical service being provided are in the nature of public
utility and the substantial investments been made / being made by LICENSEE, the
License granted vide this Agreement is irrevocable and shall not be determinable at the
instance of the LICENSOR, except in the event of default in the payment of License
Fee by LICENSEE for a continuous period of 6 (six) months. It is agreed that
withholding / non-payment of any part of Licensee fee due to the reasons arising on
account of breach of any of the obligations by the Licensor under this Agreement shall
not be considered as a default under this clause.

3.2 Upon the expiry of the tenure, this Agreement shall stand automatically renewed for
further continuous consecutive term/s of..() years on terms and conditions
mutually agreed upon between the LICENSOR AND LICENSEE unless terminated by
LICENSEE in accordance with Clause 3.3 below.

3.3 Notwithstanding anything else contained herein, LICENSEE shall have the right to
terminate this Agreement by giving one month written notice or paying one months
License Fee in lieu thereof to the LICENSOR without assigning any reason, there for.
The LICENSEE at, its sole discretion and option, shall have the right to give a longer
notice period for termination of this agreement.

4. INSTALLATION OF TOWERS:

4.1 LICENSEE shall be entitled to install all infrastructure defined as Tower in Recital B of
this Agreement as may be required for achieving the object of this Agreement.

4.2 LICENSOR shall permit and facilitate LICENSEE in all respects to install at the said
Premises immediately on execution of this Agreement temporary unloading and storing
the Tower and various parts and components thereof in the said Premises without
charging any additional charges or fee to the LICENSOR.

5. USE OF PREMISES FOR OPERATION AND MAINTENANCE

5.1 In case the LICENSOR plans any repairs, maintenance or renovation work at the said
Premises, before commencing such work the LICENSOR shall give a written
communication to that effect to LICENSEE, at least fourteen (14) days prior to the
commencement of such works. The LICENSOR shall ensure that such repair,
maintenance or renovation does not interrupt or cause disruption affecting the
functioning of the Tower, in any manner.

5.2 The LICENSOR hereby covenants that the LICENSOR or other legitimate occupants of
the said Premises, if any, or any other third party shall not interfere with or cause any
damage or loss to the Tower. The liability arising out of any damage or loss to the Tower
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owing to the acts of the LICENSOR and any other occupant or third party on the said
Premises will be the liability of the LICENSOR.

5.3 The LICENSOR covenants that it will not cover the Earthing Pits for Domestic use
(Road, Flooring for some installation). However, in case of an unavoidable situation,
LICENSOR will notify LICENSEE in advance and seek prior written approval.

5.4 The LICENSOR covenants that the LICENSOR will not object to Licensees
modification for Site access safety provisions, including, but not restricted to handrail,
barricading, ladder fixing, etc.

5.5 The LICENSOR hereby declares and covenants that it does not intend to make any
further construction at or over the said premises and other areas of the terrace and further
agrees that further constructions, if any, are to be made by the LICENSOR, they shall be
made only after securing in writing, the prior consent of LICENSEE for providing
suitable highest available space to LICENSEE for the installation of Tower for proper
functioning.

6. TITLE TO THE PREMISES

6.1 It is agreed by and between the parties that all the rights, title, interest, possession and
ownership of the said Premises vest absolutely and exclusively with the LICENSOR and
the LICENSEE shall have all the rights to use the said Premises for carrying out all acts
as permitted under this Agreement.

6.2 If any objection is raised by any third party, including but not limited to builder, agency,
authority, or any other person against this License, LICENSEE shall have the right to
stop the payments under this Agreement until such objections are removed by the
LICENSOR. Such withholding of payments shall not amount to willful default in
payment of fees on LICENSEEs part.

6.3 The LICENSOR should reasonably produce a copy of requisite documentation proving
the right to construct/allow construction of the Tower on the said Premises, if required
by the Licensee.

6.4 The LICENSOR hereby acknowledges that:

6.4.1 The relationship between the LICENSOR and the LICENSEE in terms of this
License Agreement is not, and shall not be construed as that of a lessor and a
lessee. The payment of license fee under this agreement is not intended as
payment of rent and shall not be treated as such. The Agreement is intended and
shall be treated as a License Agreement only and nothing more than that.

6.4.2 LICENSOR shall keep up-to-date all requisite approvals relating to the
construction of the premises and shall furnish to the LICENSEE the copies of
such documents as required by LICENSEE to have the relevant approvals /
sanctions for its operations from the said Premises.

6.4.3 LICENSOR shall, in the event of any disturbance or coercive measures initiated
by any Governmental or statutory authorities or local bodies, on the grounds of
breach or violation in the usage or construction of the said premises, shall
regularize such violation or deviation and make good the loss if any suffered by
LICENSEE.

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6.4.4 LICENSOR shall not claim any damages in the event of radiation or related
issues.

6.5 It is absolutely made clear and agreed between the parties that in the event of there being
any defect in the title of the Property which may lead to any losses / damages, direct and
/ or indirect and / or consequential for the Licensee, the Licensor alone shall be liable to
compensate the Licensee to the extent of the such losses / damages suffered by the
Licensee.

7. OWNERSHIP OF TOWER

7.1 The Tower shall always remain, without exception, the absolute property of LICENSEE.
The LICENSEE shall have the unquestionable right and title to deal with the Tower in
any manner, as it deems fit. The LICENSOR shall not have any charge or lien or
encumbrance or claim of whatsoever nature, over the Tower.

7.2 LICENSEE may make any alterations and / or improvements to the Tower during the
period of this Agreement as and when deemed necessary at its sole discretion. It is
especially understood and agreed that any alterations and improvements shall remain,
without exception, LICENSEEs property at all times.

7.3 LICENSEE shall be entitled to display at the said Premises, without any additional
charges, its signs, name plates, logos, signboards, placards and advertisement with all
types of projections visible from the exterior, which bear, display inter alia the
LICENSEEs name, logo and address.



8. POST TERMINATION RIGHTS & OBLIGATIONS

8.1 The LICENSOR agrees that upon cancellation / termination of this Agreement:

8.1.1 The LICENSEE shall be at liberty to remove its movable property on the
Tower and other installations from the said Premises and the LICENSOR
covenants that the LICENSOR and/or anyone claiming under the
LICENSOR shall not either directly or indirectly, prevent or obstruct the
peaceful removal or transportation of the same by the LICENSEE.

8.1.2 The LICENSOR shall execute all such documents necessary to record the
formal termination of the Agreement.

8.1.3 On such termination, the Parties shall be released from any further liability
with respect to any matter under this Agreement.

9. ACCESS

9.1 LICENSEE / other Telecom Operators / Service Providers, sharing the tower, their
vehicles, employees, officers, contractors or representatives shall have full and free
access and easement rights to the said Premises and its approach passage seven (7) days
a week, for twenty four (24) hours a day throughout the duration of this Agreement or
the renewals thereof, and even during any declared state or national holiday.

9.2 In case LICENSEE or other Telecom Operators / Service Providers, sharing tower,
contractor or representatives or any of them are unable to enter upon the said Premises
for a continuous period of twenty four (24) hours on account of any action or omission
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on the part of the LICENSOR (or any other persons acting at the LICENSORs instance
or otherwise), such event shall be treated as a breach of the provisions of this
Agreement. Upon occurrence of such breach, LICENSEE shall be entitled to issue a
notice to the LICENSOR requesting it to cure such breach within a period of one (1) day
from the date of receipt of such notice [Cure Period]. If the LICENSOR, fails or
neglects to cure the breach as specified in LICENSEEs notice as aforesaid within the
Cure Period, the LICENSOR shall be liable to pay liquidated damages @ Rs. 3,000/-
(Rupees Three Thousand only) for each day (or part thereof), which is deductible from
the fee payable for the period during which such breach continues, which shall be
without prejudice to the other rights and remedies available to LICENSEE under this
Agreement, law or equity to claim damages for loss of business / goodwill. The
provisions of this sub-clause shall over-ride the other provisions of this Agreement to the
extent of any contradictions.

10. UTILITIES

10.1LICENSEE shall during the duration of this Agreement, have the right to connect the
Tower to the public utilities network, pursuant to its requirements.

10.2The LICENSOR specifically covenants that:

10.2.1 LICENSOR does not have any arrears payable to the electricity supply
company/ies and if, LICENSEE is denied electric power connection, the
LICENSOR undertakes to clear such dues and facilitate LICENSEE to have
the power connection and in the event, LICENSEE is compelled to pay any
amount due to the electricity supply company for a cause not traceable or
accountable or applicable to LICENSEE, but to the LICENSOR, then under
such circumstances, LICENSEE shall be entitled to deduct the same out of
the monthly license fee payable by it to the LICENSOR.

10.2.2 In the event LICENSEE deems it necessary to enhance the existing
operational electric power load, the LICENSOR shall, on receipt of a request
from the LICENSEE, execute all such documents as may be required for
applying and obtaining such enhanced operational power load required for
the operations of the Tower.

10.2.3 In the event if the LICENSOR is desirous to sell/transfer/alienate the said
Premises or to create any charge, or interest or other encumbrance in the
said Premises in favor of any other person, association or body corporate
whether incorporated or not, the Licensor shall be obligated to give prior
intimation in writing of 3 (three) months in this regard to LICENSEE and
also obtain and forward to LICENSEE, a copy to the satisfaction of
LICENSEE, of the binding consent in writing obtained from such proposed
transferee/beneficiary of such sale/transfer or charge or interest or
encumbrance that the terms and conditions governing the grant on
LICENSEE under this License shall not be affected or varied in any manner
whatsoever by such transferee / beneficiary. It is specifically agreed by the
LICENSOR that the terms and conditions shall bind the transferee /
beneficiary for the remainder period of the License and the LICENSOR
shall indemnify LICENSEE in respect of the same. In the event that the
successor-in-interest seeks material changes in the terms and conditions of
this agreement, especially in the payment terms, the LICENSOR shall be
solely responsible for any losses caused to the LICENSEE as a result of such
change in position.

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11. DEFAULT AND FORCE-MAJEURE

In the event of LICENSEE not being in a position to operate the Tower for the purpose
of providing telecommunication network due to any prevailing force majeure conditions,
LICENSEE shall be entitled to temporarily suspend its operations and obligations under
this Agreement during such period. LICENSEE shall have the right to withhold the
payment of license fee for the period the force majeure continues. However, if the event
of such force majeure is continues for a period of two (2) months, the option to terminate
this Agreement whereupon all rights LICENSEE has upon termination, shall stand
vested with LICENSEE and the same shall not be challenged by the LICENSOR.

12. STEP-IN RIGHTS AND ASSIGNMENT

12.1LICENSEE hereby represents to the LICENSOR that LICENSEE may lease/provide
operating lease(s)/hypothecate / agree to hypothecate the Tower installed or to be
installed upon or about the said Premises in favor of one or more banks and/or financial
institutions (or their agents/trustees) (hereinafter referred to as LICENSEE Lenders) in
consideration of grant of financing facilities by LICENSEEs Lender(s). LICENSOR
hereby acknowledges the abovesaid representations and hereby agrees that the
LICENSEEs Lender(s) and their authorized representatives shall be entitled to free
access to the Said Premises during reasonable hours and shall be entitled to inspect the
Tower in the presence of the representative/s of the LICENSOR/LICENSEE.

12.2Notwithstanding the foregoing, LICENSEE shall be entitled to use the site for any
commercial purpose and share the License rights in the said Premises with any entity
which is affiliated / related to or is an associate of LICENSEE or any other Telecom
Operators / service provider/s and the licensor agrees to allow the same and the same
shall not be construed by the LICENSOR as an un authorized use of the said Premises
by LICENSEE or its affiliate company.


13. ARBITRATION

All and any dispute arising out of or in connection with this contract, including any
question regarding its existence, validity or termination, shall be referred to and finally
resolved by arbitration in New Delhi in accordance with the Arbitration Rules of the
Construction Industry Arbitration Council ("CIAC Arbitration Rules") for the time being
in force at the commencement of the arbitration, which rules are deemed to be
incorporated by reference in this clause. The Tribunal shall consist of sole arbitrator to
be appointed by the Chairman of the Executive Committee of the Construction Industry
Arbitration Council. The language of the arbitration shall be English.

Notwithstanding anything else contained herein, nothing shall prevent an aggrieved
party to approach the courts of appropriate jurisdiction for any injunctive relief against
the other party.

14. NOTICES

All notices under this Agreement shall be delivered by registered post acknowledgement
due or by hand delivery after obtaining acknowledgement thereof and the same shall be
deemed to have been served within three (3) days of the date of posting and if delivered
by hand, on the date of actual delivery.

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Notices to LICENSOR shall be given at the following address:
Mrs. Sesha Lalitha,
H.No. 13-20-29/1, Gunipudi Village,
Bhimavaram Mandal,
East Godavari District
Contact No.

Notices to LICENSEE shall be given at the following address:
The Circle Head
4
th
Floor, Gowra Plaza,
Door No. 1-8-304-307/381/444,
Sardar Patel Road, Begumpet,
Secunderabad 500003

15. GENERAL PROVISIONS

15.1 Interpretation. Any provision of this agreement which is implying anything contrary to
the relationship of LICENSOR &LICENSEE under this agreement shall be treated as
invalid. However, if such provision is capable of being interpreted in a way harmonious
with aforesaid intention of the parties such interpretation shall be applied and accepted.

15.2 Waiver. A waiver of any provision of this Agreement shall only be valid, if provided in
writing and shall only be applicable to the specific incident and occurrence, so waived.
The failure by either Party to insist upon the strict performance of this Agreement, or to
exercise any term hereof, shall not act as a waiver of any right, promise or term, which
shall continue in full force and effect.

15.3 Indemnity. LICENSOR shall defend, indemnify and hold harmless the LICENSEE from
and against any claim, liability, demand, loss, damage, judgment or other obligation or
right of action, which may arise as a result of (a) breach of this License by the
LICENSOR; (b) misrepresentation by the LICENSOR to the LICENSEE; (c) Non-
compliance or breach of any laws, rules and regulations passed by the Central or State
Government or any statutory / local authorities; (d) anything done or omitted to be done
through the negligence or misconduct of the LICENSOR or their representatives /
agents; (e) Defect in the right, title and interest of the LICENSOR to the said Premises;
or (f) an encumbrance created by the LICENSOR on the said Premises including due to
non-payment of property tax and other cess, dues, levies and / or taxes payable to any
statutory authorities like municipal corporation / taluk / panchayats / electricity supply
companies thereby affecting the rights of the LICENSEE.

15.4 Amendment. This Agreement may only be amended by written agreement duly
executed by authorized representatives of the Parties.

15.5 Entire Agreement. This Agreement shall constitute the entire agreement between the
Parties with respect to the subject matter hereof and shall replace all prior promises or
understandings, agreements oral or written.

15.6 Counterparts: This agreement shall be executed in two copies one each to be retained by
the parties and both shall be construed as an original.

15.7 Stamp Duty Charges. The LICENSOR and LICENSEE shall execute this Agreement
and agree to equally share the Stamp duty and registration charges required for
execution of the same.

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SCHEDULE

DESCRIPTION OF THE SAID PREMISES LICENSED

All that vacant space on the terrace/ roof top of an area of 500 sq. ft. together with space
for cable trays and cables on exterior / side walls of the building / vacant site/ ground
access through common passages, corridors, staircases, lifts and other common spaces
for access to the Tower located at the premises H.No. 13-20-29/1, Gunipudi Village,
Bhimavaram Mandal, East Godavari District and more fully marked in the sketch
annexed hereto.

IN WITNESS WHEREOF, THE LICENSOR AND THE LICENSEE HAVE SET
THEIR SIGNATURES ON THIS AGREEMENT THE DAY, MONTH AND YEAR
FIRST ABOVE MENTIONED.





For LICENSOR



Witness_______________________


For VIOM NETWORKS LIMITED








Mr.____________________
Constituted Attorney


Witness________________________