Lease Agreement Tower Final

LEASE AGREEMENT

This Lease Agreement is made at _______ referred to as “Lease Agreement”)

_________ on ________/200 ,

(hereinafter

Between

Mr.__________ ______ s/o ____ ________ ___ _ bearing C.N.I.C No:__________________________________________ _ r/o House No. _______________________ , hereinafter referred to as the “Lessor” which expression shall wherever the context requires, include his/her/their (successorsin-interest, representatives and assigns) of the First Part;

[OR

[ABC], a company incorporated under the laws of Pakistan, with its registered office at _________________, acting through its chief executive officer, Mr. [•], who is duly authorized to enter into, deliver and perform this Lease Agreement for an on behalf of the said company vide resolution of the board of directors dated [•], a copy whereof is attached as Annex “D” hereto (the said company is hereinafter referred to as the “Lessor” which expression shall wherever the context requires, include its successors-in-interest, representatives and assigns) of the first part;] [NOTE: Insert if the property is owned by a company].

AND

Wi-Tribe Pakistan Limited (formerly, Burraq Telecom Limited), a company incorporated under the Companies Ordinance, 1984 (Company Registration No. _______________________ ) having its registered office at Plot 94-A Street No 7 I-10/3 Islamabad, through attorney _______________________________________________ (hereinafter referred to as the “Lessee” (which expression shall include its successors-in-interest, representatives and assigns) of the other part.

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WHEREAS, the Lessee is a Wireless Telecommunications Service provider in Pakistan.

WHERAS the Lessor is the sole [NOTE: If there are other joint or common owners of the Property, they all must be signatories to this Lease Agreement or should give a registered power of attorney to the person signing, which power of attorney should also be annexed to this Lease Agreement] rightful and beneficial owner in possession of property being [House No.[•] [commercial property known as [•]], that is duly registered in the name of the Lessor vide Registration No. [•], with the Sub-registrar at [name of city where the conveyance deed is registered] / is duly registered with the [Capital Development Authority] [other municipal authority legally authorised under statute to create and record title to immovable property within its jurisdiction], a copy of such [conveyance deed / allotment letter / registration document / title document] is annexed to this Lease Agreement as Annex “C” [NOTE: modify as appropriate] , (hereinafter referred to as the “Property”) and is entitled to lease out and receive rent against the aforementioned Property and/or any portion thereof.

AND WHEREAS the Lessor has agreed to lease out and the Lessee in connection with its business operations, has agreed to take on lease space measuring approx _____________ on roof top/green field of the Property for installation of equipment and for erection of Antenna tower, mast or poles or other structures for the purpose of establishing a Base Transceiver Station along with associated equipment, as may be modified, supplemented or added from time to time (hereinafter referred to as the "BTS") and) space of _________ for generator(s) and a space of _ _________ for fuel tank on floor/roof top of the Property for installing, operating and maintaining the generator(s) - measurements and locations of the aforesaid are specified in Annex "A" which shall form an integral part of this Lease, (hereinafter referred to as the "Demised Premises").

NOW THIS LEASE AGREEMENT WITNESSETH that in consideration of the mutual promises and covenants hereinafter contained, the Lessor hereby agrees to demise unto the Lessee the Demised Premises along with the rights to use and enjoy with other occupants of the Property all the common entrances, staircases, landings, common passages, lifts and all other common areas and facilities of the Property with rights of access 24 hours a day, 7 days a week, for an initial period of _ 10 _ years and any renewal thereof on terms and conditions as set out below:

1.

It is hereby agreed: I. The Lessor upon execution hereof hereby agrees to let out and the Lessee hereby agrees to take on lease the Demised Premises on the rent and such other terms and conditions of lease as are set out in this Lease Agreement. The lease hereunder shall be valid effective and binding for an initial term of ten (10)_ _ years commencing on ______ _ and expiring on __ 2 OF 11

_____.(“Initial Term”) _______ only ).

at

a

yearly

rent

of

Rs.

_____/-

only

(

Rupees

_

II.The Lessor shall deliver vacant peaceful possession of the Demised Premises to the Lessee at the time of signing of this Lease Agreement. The Lessee shall have unrestricted, unlimited and unhindered access to and utilization of the Demised Premises 24 hours a day, 7 days a week. The Lessee paying the agreed rent and observing and performing its responsibilities and covenants contained herein shall quietly and peacefully hold, occupy, possess and enjoy the use of the Demised Premises during the Initial Term, and for any renewal thereof, without any let, hindrance, interruption and/or disturbance by the Lessor or any person claiming through or under the Lessor. III.Notwithstanding anything contained in this Lease Agreement, the Lessor acknowledges that any revocation or termination of this Lease Agreement or the breach of any covenants by the Lessor will cause irreparable loss and damage to the business interests of the Lessee. Accordingly, the Lessor hereby acknowledges, consents and agrees that the equipment is intended to and will constitute installations embedded into the Demised Premises and accordingly, as long as the yearly rent is duly paid by the Lessee, neither the Initial Term nor any renewal terms of this Lease Agreement shall be abridged nor shall the Lease Agreement and the leasehold rights created pursuant thereto be terminated by the Lessor prior to the expiry of the Initial Term or any renewal thereof. The Lessor hereby agrees to and affirms the right of the Lessee to seek both temporary and permanent injunctive relief against any purported termination, withdrawal or abridgement of the Initial Term or any renewals thereof or against any actual or potential breach of the covenants of the Lessor hereunder and further irrevocably consents and waives any defense in law or in equity to the availability of such injunctive relief to the Lessee. IV.Without prejudice to the provisions of clause 1 (III) above, that shall be additional to and not in derogation of the provisions herein contained, in the event the Lessor attempts or purports to terminate the Lease Agreement and the leasehold rights created pursuant thereto during the Initial Term or any renewal thereof, or interferes with the Lessee’s peaceful and uninterrupted use and occupation of the Demised Premises prior to the expiry thereof, the Lessor shall pay damages for such termination which shall equal the average revenue per day attributable to the telecommunications traffic channeled through the Lessee’s BTS on the Demised Premises over a period of two (2) years chosen at the discretion of the Lessee times the number of days remaining in the Initial Term or any renewal term thereof. This is a genuine pre estimate of the amount of damage which both parties agree will be suffered by the Lessee by reason of pre mature termination of the leasehold rights. Such damage is in contemplation of the parties at the time of signing this Lease Agreement. Payment of the aforesaid amount shall be a condition precedent for any action on the part of the Lessor to terminate the Lease Agreement and resume possession of the Demised Premises. The records of the Lessee regarding average revenue per day and the calculation of damages on the basis thereof shall be final, conclusive and binding on the Lessor. 3 OF 11

V.The Lessee may, at its sole option and without the need to assign cause, terminate this Lease Agreement during the Initial Term or any renewal thereof, upon thirty days prior written notice, whereupon the Lessor shall refund to the Lessee, within fourteen days of the receipt of the notice terminating the Lease Agreement, any unutilized rent paid in advance by the Lessee beyond the effective date of termination. Any advance rent not refunded in accordance with this clause shall be recovered together with mark-up at the rate of 20% per annum for the number of days for which it remains un-refunded. VI.Subject to the due and timely refund of any unutilized rent in terms of clause 1 (V), the Lessee shall vacate the Demised Premises upon the expiry of the thirty days notice period. The Lessee shall not be required to vacate and shall be entitled to continue in possession of the Demised Premises along with all rights and interests therein conferred on the Lessee pursuant to this Lease Agreement until such time that the unutilized rent paid in advance by the Lessee (together with mark up, if any) has been refunded to the Lessee by the Lessor. 2.

The Lessee hereby covenants with the Lessor as follows: I. To pay one year’s advance rent for the Demised Premises of Rs. _________/- only (Rupees _ _________ only), ____% of which will be paid upon execution hereof and the remaining ______% will be paid after installation of the BTS and allied equipment. The annual rent will be paid on each anniversary of the date of this Lease Agreement, as set out in Annex “B”, and will be acknowledged by the Lessor and a separate receipt will be issued. II.The yearly rent last paid shall be increased by twenty five percent (25%) every three years for as long as this Lease Agreement and the leasehold rights created pursuant hereto remain in effect. III.All payments shall be made subject to withholding taxes and other deductions required to be made by law, which shall be to the account of the Lessor. IV.The rate of rent mentioned above is inclusive of all taxes, rates, charges, assessments and impositions in respect of the Demised Premises (which shall be to the account of the Lessor) other than those which are required to be paid by the Lessee as stated under clause 2 (V) below. V.To pay all lawful charges, bills, pertaining to the installation (except arrears existing prior to the date of execution of this Lease Agreement) in respect of gas and electricity used or consumed in the Demised Premises by the Lessee through the meters installed by the Lessee, with effect from the date of commencement directly to the utility companies.

3.

The Lessor hereby covenants with the Lessee as follows:

I. That the Lessee shall be entitled to display its name plate/board and signs at the entrance/tower of the Demised Premises. The Lessee shall also be entitled at its discretion to make security arrangements at the Demised Premises for safety of its BTS and other installations and equipment. 4 OF 11

II.That Lessor shall provide space for earthing points adjacent to the BTS location with earthing conductors and extension facility up to the BTS. III.That the Lessor shall provide a no objection certificate for the connection of three-phase power from the local power company. The Lessee shall pay for the connection and the energy consumed as per the local power supply company’s charges on producing the bill. The Lessor shall have no objection to the installation of an independent transformer. In case the Lessee decides to install an independent transformer, the Lessor shall fully cooperate in this regard and provide the space for the installation of such transformer at no additional costs to the Lessee. The Lessee shall have the right to build a fence around the BT S, the generator and other equipment installed at the Demised Premises. IV.The Lessor shall not under any circumstances or for any reason whatsoever block or cut off the electric power, gas or water supplies to the BTS nor shall not take any such action which causes/makes the BTS non operational or obstructs the access by the Lessee to the Demised Premises. If any of the foregoing events occur on account of any act or omission, directly or indirectly attributable to the Lessor or persons acting under or through the Lessor, the Lessee shall be entitled to recover damages calculated at the rate of Rs.10,000 per hour for the duration of such cut off, outage, obstruction or disturbance. This is a genuine pre estimate of the damages that both parties agree will be suffered by the Lessee as a direct consequence of such cut off, outage, obstruction or disturbance. V.The Lessor represents, assures and declares that there are no legal, regulatory, statutory or zoning restrictions against construction, installation and operation of a BTS at the Demised Premises. The Lessor shall provide to the Lessee a no objection certificate and/or any other document that the Lessee may reasonably require to apply for obtaining permission / consent / approval, etc. from the local building control authority or any other authorities, for BTS installation and/or construction. Other than the charges or fees which may be paid by the Lessee for obtaining NOC from the concerned authority(s) for the installation of BTS. , the costs / fees etc. for any commercialization, licenses / permissions / approvals / consents, shall be to the account of the Lessor. The Lessor shall further provide all necessary assistance to the Lessee in this regard and do any and all acts which may be reasonably required by the Lessee. This clause is notwithstanding the entitlement of the Lessee under clause 4.I to start construction work for the installation of the BTS immediately upon execution of this Lease Agreement. VI.The Lessor warrants that there are no restrictions or impediments in the Lessor’s rights to lease out the Demised Premises to the Lessee for setting up of BTS and shall provide a no objection certificate and/or any other documents that the Lessee may require in this regard. In case any restriction or impediment is subsequently discovered, the Lessor undertakes to remove such restrictions / impediments at its own costs in consultation with the Lessee. In case, the Lessor fails / refuses to take steps for removal of restrictions / impediments as aforesaid, the Lessee may do so on his behalf and recover the costs incurred from future rent payable to the Lessor. VII.The Lessor covenants with the Lessee that a general public road / passage is existing in the area to make an access to the Demised Premises without any 5 OF 11

hindrance or interference from any person, party, organization and / or Govt. Department. In case of any hindrance / interference from any one, the Lessor agrees to make necessary arrangements at his own cost and expense to obtain access to the Demised Premises. VIII.The Lessor will have no objection to the installation of telephone connections in the name of Lessee in the Demised Premises and shall assist and facilitate installation of such connection as may be required by the Lessee. IX.If the Demised Premises or any part thereof shall at any time from the execution hereof and during the Initial Term or any renewed term(s) is/are destroyed or damaged by fire, earthquake, tempest, mob violence or other cause or eventuality beyond the control of the Parties, their servants, agents or licensees, so as to become unfit for the purpose for which the same is leased hereunder, this Agreement and the underlying lease may be terminated forthwith by the Lessee in its entire discretion. In such case, the Lessor shall forthwith refund any un-utilized amount of the rent to the Lessee. However, if the Lessee desires to continue to occupy the Demised Premises, the Lessee shall vacate the whole or such portion of the Demised Premises as may be required to enable the Lessor to repair or restore the same to their former state or condition and in such event the whole or part of the rent according to the circumstances shall abate until the Demised Premises is restored to its former condition or the damage is repaired. Once the requisite repairs and/or installation have been carried out to restore the Demised Premises for installation and use of BTS, the payment of rent shall again commence. It is expressly understood and agreed by the Lessor that payments of rent made shall not be utilized for the period that the Demised Premises undergoes repairs under this Clause.

X.The Lessor acknowledges that the Lessee may collocate equipment of other service providers on or with the installations and allied equipment at the Demised Premises within the scope of this Lease Agreement and without any additional financial obligations hereunder. XI.The Lessor further represents, warrants and covenants with the Lessee that: (a) the Lessor is the lawful owner of the Demised Premises [NOTE: This will need to be modified if the Property is under joint or common ownership with other persons] and has the requisite right, title and interest in and to the Demised Premises to enter into this Lease Agreement with the Lessee and there is no encumbrance or charge on the Demised Premises preventing due and lawful execution hereof;

(b) the Lessor shall not without the prior written consent of the Lessee permit a third party to install any telecommunication or other equipment, neon sign boards or other objects on or near the Demised Premises; in particular, the Lessor shall not permit any third party installations that 6 OF 11

may cause interference in the emission and reception of signals from and by the BTS and allied equipment of the Lessee;

(c) the Lessee shall be entitled to assign its rights in this Lease Agreement to its lenders, or other affiliated companies or entities or to any other third parties;

(d) the Lessor shall indemnify and hold harmless the Lessee against all claims, damages, demands, losses, costs, charges and expenses whatsoever which the Lessee may suffer if the title of the Lessor in and to the Demised Premises and/or to the Property is found to be defective.

XII.The Lessor shall be liable for payment of all taxes, duties, levies, fees and charges in respect of the Demised Premises to the concerned Government Authorities and other Authorities, if any. If at any stage any public, government, semi government or local authority, Corporation, Committee or Council recovers any taxes, duties, levies, fees, charges and/or commercialization fee relating to the Demised Premises, the Lessee shall be entitled to recover it from the Lessor or adjust it against rent of the Demised Premises.

XIII.The Lessor acknowledges that the Lessee may from time to time need to make structural changes or addition(s) to the Demised Premises and accordingly hereby irrevocably grants permission and consents to such additions alterations / modifications etc. being made by the Lessee to and on the Demised Premises and or its equipment, whether or not for the purpose of and in connection with the Lessee’s equipment and its effective and efficient functioning. The Lessee will be within its rights to further install additional antennas, fixtures, fittings, equipment on the Demised Premises. The Lessee will be within its rights to remove antennas, fixtures, fittings, equipments, etc. installed by it / on its behalf at any time and/or at the time of vacation of Demised Premises.

XIV.The Lessor shall not sell, gift, transfer, mortgage or convey the Property or the Demised Premises to any third party, or create or allow the creation of any third party interest or right in the Property or Demised Premises, during the Initial Term or any renewal thereof, without the prior written consent of the Lessee. Whenever the Lessor propose to sell any part of the Demised Premises to any third party, the Lessee shall have the first right of refusal. The Lessor shall first offer it to the Lessee in accordance with the following provisions:

a.

Lessor shall deliver a written notice to the Lessee stating his intention to sell out the Leased Premises, the name and the address of the proposed buyer, and the sale price of 7 OF 11

the Leased Premises and terms of payment for which the Lessor propose to sell the Leased Premises. b.

Within 21 days after receipt of the notice, Lessee shall have the first preferential right to purchase the Demised Premises or any part thereof, upon the price and terms of payment designated in the notice.

c.

If Lessee elects not to purchase the Leased Premises or any part of the Demised Premises or any part thereof, then the Lessor may sell out to the proposed buyer referred to in the notice, provided such sale is completed within ninety (90) days after the expiration of the Lessee’s right to purchase, and is made at the price and terms designated in the notice.

d.

In case the Lessor sells, gifts, transfers, mortgages or conveys the Property or the Demised Premises to a third party, or creates any other third party right or interest therein, the same shall be made subject to this Lease Agreement and the lease created hereunder, and the Lessor shall ensure that such third party is bound by the terms of this Lease Agreement and the lease created hereunder.

XV.The Lessor does not at present nor will the Lessor for the duration of this Lease Agreement require the Demised Premises for its personal need and voluntarily and unconditionally foregoes and relinquishes its right to seek possession of Demised Premises on the ground of personal need.

XVI.The Lessor shall, if so required by the Lessee execute and register a Deed of Lease in its favour with the concerned Sub-Registrar. The Lessee shall have the right within the limitation period under the law to issue a notice in writing to the Lessor calling upon the Lessor to make himself available for execution and registration of a Deed of Lease. The notice shall be accompanied by a copy of the Deed of Lease sought to be executed and registered, which shall contain the terms and conditions mutually agreed herein. In case the Lessor fails or refuses to execute and register a Deed of Lease, the Lessee shall have the right, without prejudice to any other remedies available to it under the law or contract, to seek specific performance of this clause, through courts of competent jurisdiction. For the purposes of specific performance this clause may be treated as a standalone and specifically enforceable agreement between the parties hereto, without reference to the admissibility in evidence of this document or any clause(s) hereof. All expenses, duties, taxes and fees etc. payable in connection with the execution and registration of the Lease shall be equally shared and paid by the both parties 4.

The Lessor and Lessee further agree as follows: I. The Lessee shall be entitled hereunder to start the construction work immediately after the date of execution of this Lease Agreement. II.This Lease Agreement, including any of the terms and conditions of the underlying lease, shall be amended only by a duly executed written agreement of the Parties. 8 OF 11

III.The Parties shall attempt in good faith to amicably resolve any dispute connected with or arising out of this Lease (“Dispute”) through senior management. Any Dispute which is not resolved within 15 days from the notification by a Party to the other of the occurrence of the Dispute may be referred to arbitration by a single arbitrator, at Islamabad, pursuant to the provisions of the Arbitration Act, 1940. The award shall be in writing and shall state the reasons and merits of the decision. The award shall be final and binding upon the Parties who shall give full effect thereto. Each Party will bear its own attorney’s fees and costs related to the arbitration. IV.In the event this Lease Agreement or any clause hereof becomes, is declared or found to be illegal, inadmissible or unenforceable, the provisions of this document shall be used for the purpose of determining the true intention of the parties and the parties agree and undertake to make bona fide efforts and use all lawful means to give effect to the pith and substance of this agreement and the mutual intention of the parties as contained herein. These may include, without limitation and among other steps, drawing up, executing and registering such other / further documents as may be necessary to give full effect to the mutual agreement of the parties as contained herein. V.This Lease Agreement cancels all other agreements heretofore between the Parties hereto, relating in any manner to the Demised Premises. VI.This

Lease Agreement shall be governed by and construed in accordance with the Laws of Islamic Republic of Pakistan.

IN WITNESS WHEREOF, the Parties hereto have executed this Lease Agreement on the Day, month, and year above written. For and on behalf of the Lessor

For and on behalf of the Lessee

_______________

__________________________

______

Name:

Name:

NIC

NIC:

WITNESSES: 1.

2. __________________________

CNIC No _______________________

CNIC No. ___________________

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Annex “A” (DESCRIPTION AND AREA OF DEMISED PREMISES)

SPACE • Space (________)=_____SFT for setup of BTS. • Space (_________)=_______SFT for self supported tower. • Open space (__________)=______ SFT for Generator • Open space(________)=_____SFT for Guard room Lessor shall provide the space for four earthing pits in the demised premises with earth cables extension facility. TOTAL SPACE = _________ SFT.

Annex “B” (DETAIL OF RENT)

The rent has to be made through crossed cheque in accordance with the schedule set out below in the name and particulars given below: Mr.________________________________ Son of _________________________

Address: ___________________________________________________________

Bank account Number: _______________________________________________

Branch Name _______________________________________________________

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From

To

(Day-Month-Year)

(Day-Month-Year)

Per Month

1 2 3 4 5 6 7 8 9 10

Annex “C”

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Total Amount