Common use of SUB-LEASE Clause in Contracts

SUB-LEASE. 12.1 The Parties agree that the Lessee shall have the express and unqualified rights to sub-lease, license/ shop- in- shop arrangement of the Unit to any person on such terms and conditions as may be agreed between such third party and the Lessee in its sole discretion during the Term and may offer possession of the unit to the Third Party Lessee for carrying fit-out even before the effective date. For the avoidance of doubt it is hereby clarified that no further act, consent or action of the Lessor would be required with regard to sub-lease of the Unit by the Lessee. The Parties further agree that as soon as possible on or before the Effective Date, the Lessee shall endeavor to execute a sub-lease agreement of the Unit in favor of a Third Party. The Parties agree that, the Lessee shall pass on the entire Upside (if any) less Administrative Charges from such sub-lease agreement (“Sub-Lease Benefits”) to the Lessor, as per the terms of Section 7 of this Agreement. The Lessee/ Sub-lessee shall be entitled to use the said Unit any time of the day or night and/or on holidays at the sole option of the Lessee/ sub-lessee without any restrictions or limitations relating to the working days or hours of the demised premises, however, subject to statutory restrictions. 12.2 In the event the Unit is not capable of being demarcated and identified and is held by the Lessor as a undivided share in a larger area, which is collectively sub-leased by the Lessee to a Third Party, the Lessor shall cooperate with the Lessee and other lessor(s) holding undivided interest in the larger area leased to the Third Party to ensure peaceful possession and unhindered operation of business by such Third Party and shall not do or omit to do any acts, deeds and things which may result in any disturbance/ interruption to enjoyment of lease of such larger area by such Third Party. Further, in such event, the Sub-Lease Benefits payable to the Lessor shall be calculated on a proportionately on the basis of the area of the Unit to the larger area. 12.3 The Lessee/ Sub-lessee shall be entitled to carry out, at its own costs and expenses, all internal decorations, additions, changes, etc. in the Unit including erection of partitions, putting up of false ceilings, re-flooring, installation of apparatus, fixtures, fittings, furniture, air conditioners, all office equipment, etc. as and when required in the Unit.

SUB-LEASE. 12.1 The Parties agree that the Lessee shall have the express and unqualified rights to sub-lease, license/ shop- in- shop arrangement of the Unit to any person on such terms and conditions as may be agreed between such third party and the Lessee in its sole discretion during the Term and may offer possession of the unit to the Third Party Lessee for carrying fit-out even before the effective date. For the avoidance of doubt it is hereby clarified that no further act, consent or action of the Lessor would be required with regard to sub-lease of the Unit by the Lessee. The Parties further agree that as soon as possible on or before the Effective Date, the Lessee shall endeavor to execute a sub-lease agreement of the Unit in favor of a Third Party. The Parties agree thatthat during the post Assured Rental Period, the Lessee shall pass on the entire Upside (if any) less Administrative Charges from such sub-lease agreement (“Sub-Lease Benefits”) to the Lessor, as per the terms of Section 7 of this Agreement. The Lessee/ Sub-Sub- lessee shall be entitled to use the said Unit any time of the day or night and/or on holidays at the sole option of the Lessee/ sub-lessee without any restrictions or limitations relating to the working days or hours of the demised premises, however, subject to statutory restrictions. 12.2 In the event the Unit is not capable of being demarcated and identified and is held by the Lessor as a undivided share in a larger area, which is collectively sub-leased by the Lessee to a Third Party, the Lessor shall cooperate with the Lessee and other lessor(s) holding undivided interest in the larger area leased to the Third Party to ensure peaceful possession and unhindered operation of business by such Third Party and shall not do or omit to do any acts, deeds and things which may result in any disturbance/ interruption to enjoyment of lease of such larger area by such Third Party. Further, in such event, the Sub-Lease Benefits payable to the Lessor shall be calculated on a proportionately on the basis of the area of the Unit to the larger area. 12.3 The Lessee/ Sub-lessee shall be entitled to carry out, at its own costs and expenses, all internal decorations, additions, changes, etc. in the Unit including erection of partitions, putting up of false ceilings, re-flooring, installation of apparatus, fixtures, fittings, furniture, air conditioners, all office equipment, etc. as and when required in the Unit.

SUB-LEASE. 12.1 The Parties agree that LESSEE shall, subject to LESSOR’s approval of the Lessee sub-LESSE and its development plan, which consent shall not be unreasonably withheld, have the express and unqualified rights to sub-lease, license/ shop- in- shop arrangement of the Unit to any person on such terms and conditions as may be agreed between such third party and the Lessee in its sole discretion during the Term and may offer possession of the unit to the Third Party Lessee for carrying fit-out even before the effective date. For the avoidance of doubt it is hereby clarified that no further act, consent or action of the Lessor would be required with regard right to sub-lease the Leased property, in whole or in part; Provided, that the provisions of this Contract of Lease shall be incorporated by reference in the contract covering such sub-lease and a copy of such contract of sub-lease shall have been submitted by the LESSEE to the LESSOR; Provided, further, that the purpose of the Unit sub-lease shall be consistent with the parameters and guidelines set by (i) this Contract of Lease, (ii) the Lesseeapproved MDP, and (iii) the approved PIP of the Provisional License. The Parties further agree that Failure of LESSEE to comply with the immediately preceding paragraph shall entitle LESSOR to impose upon LESSEE a penalty in an amount equivalent to one (1) year’s rental as soon as possible on or before provided under the Effective Daterelevant sub-lease contract. Thereafter, the Lessee LESSEE shall endeavor seek the LESSOR’s approval of the sub-LESSEE and its development plan. If the LESSOR finds the sub-LESSEE and its development plan to execute be acceptable, the LESSOR will notify the LESSEE in writing, of such approval. However, if the LESSOR finds the sub-LESSEE and its development plan to be unacceptable to it, the LESSOR shall require the LESSEE to immediately cause the termination of the sub-lease contract within thirty (30) days from LESSEE’s receipt of written notice from LESSOR requiring such termination. Failure of LESSEE to terminate the relevant sub-lease contract within the 30-day period shall entitle LESSOR to impose upon LESSEE a penalty in an amount equivalent to one (1) year’s rental as provided under the relevant sub-lease contract, for every month of delay or a fraction thereof. In the event that LESSEE enters into a sub-lease agreement contract in accordance with this Section 5, it is understood and agreed that LESSOR shall receive a fee equivalent to Five Percent (5%) of the Unit in favor of a Third Party. The Parties agree that, the Lessee shall pass on the entire Upside (if any) less Administrative Charges from such any and all gross revenues paid by these sub-lease agreement (“Sub-Lease Benefits”) tenants to LESSEE, and which shall be payable by the LESSEE to the LessorLESSOR without need of demand, within seven (7) days from the payment deadline(s) as per set forth in the terms of Section 7 of this Agreement. The Lessee/ Sub-lessee shall be entitled to use the said Unit any time of the day or night and/or on holidays at the sole option of the Lessee/ relevant sub-lessee without any restrictions or limitations relating to the working days or hours of the demised premises, however, subject to statutory restrictionslease contract. 12.2 In the event the Unit is not capable of being demarcated and identified and is held by the Lessor as a undivided share in a larger area, which is collectively sub-leased by the Lessee to a Third Party, the Lessor shall cooperate with the Lessee and other lessor(s) holding undivided interest in the larger area leased to the Third Party to ensure peaceful possession and unhindered operation of business by such Third Party and shall not do or omit to do any acts, deeds and things which may result in any disturbance/ interruption to enjoyment of lease of such larger area by such Third Party. Further, in such event, the Sub-Lease Benefits payable to the Lessor shall be calculated on a proportionately on the basis of the area of the Unit to the larger area. 12.3 The Lessee/ Sub-lessee shall be entitled to carry out, at its own costs and expenses, all internal decorations, additions, changes, etc. in the Unit including erection of partitions, putting up of false ceilings, re-flooring, installation of apparatus, fixtures, fittings, furniture, air conditioners, all office equipment, etc. as and when required in the Unit.

SUB-LEASE. 12.1 13.1. The Parties agree that the Lessee shall not have the express and unqualified rights to sub-lease, license/ shop- in- shop arrangement of the Unit to any person on such terms and conditions as may be agreed between such third party and the Lessee in its sole discretion during the Term and may offer possession of the unit to the Third Party Lessee for carrying fit-out even before the effective date. For the avoidance of doubt it is hereby clarified that no further act, consent or action of the Lessor would be required with regard right to sub-lease or share the Demised Premises or any part thereof except with the prior written permissions of the Unit Lessor, which the Lessor may deny without assigning any reason therefor. 13.2. If the Lessee has been permitted by the Lessor to sub-lease and/or share the use with any other person, then the same shall subject to the following conditions: 13.2.1. the Lessee giving prior written notice to the Lessor along with documentary evidence including certificate of the Lessee’s statutory auditors, certifying the Lessee’s relationship as aforesaid with such company or entity and the Lessor approving such sub-lease/sharing with such entity; 13.2.2. The Parties further agree that as soon as possible on in the event of sub-lease or before sharing their use of the Effective DateDemised Premises the Lessee will continue to remain fully liable for regular and timely payment of the Lease Rent and to be fully and effectively responsible for fulfilling all its obligations under this Deed; and 13.2.3. such company or entity not being entitled to and not claiming any right, title or interest in the Demised Premises and/or to the benefits of the Lease. 13.3. Lessee agrees to maintain the Said Lease Deed (including but not limited to obligations of rendering payments agreed to, in the Lease Deed) during the entire term of the Sub-lease, subject, however, to any earlier termination of the Lease Deed either through mutual consensus between the Lessor and Lessee or the free will of either party or without the fault of the Lessee to comply with or honor Lessee’s Obligations, during which time the Lessee shall endeavor ensure peaceful handover of the possession of the Demised Premises to execute a the Lessor i.e. Faery Estates Private Limited. Lessee also agrees to hold such company free and harmless of and from all liability, judgments, costs, damages, claims or demands arising For FAERY ESTATES PVT. LTD For Freshworks Technologies Private Limited Authorized Signatory Authorized Signatory Lessor’s initial Lessee’s initial out of Lessee’s failure to comply with or honor Lessee’s Obligations. It is however agreed by and between the Parties that no allowing or sharing of the use or sub-lease agreement letting of the Unit in favor of a Third Party. The Parties agree that, the Lessee shall pass on the entire Upside (if any) less Administrative Charges from such sub-lease agreement (“Sub-Lease Benefits”) to the Lessor, Demised Premises as per the terms of Section 7 of this Agreement. The Lessee/ Sub-lessee contained herein shall be entitled to use the said Unit any time of the day or night and/or on holidays at the sole option of the Lessee/ sub-lessee without any restrictions or limitations relating to the working days or hours of the demised premises, however, subject to statutory restrictions. 12.2 In permissible in the event the Unit prior permission/consent of any regulatory authority is required under the extant Laws and such permission/consent has not capable of being demarcated and identified and is held by the Lessor as a undivided share in a larger area, which is collectively sub-leased by the Lessee to a Third Party, the Lessor shall cooperate with the Lessee and other lessor(s) holding undivided interest in the larger area leased to the Third Party to ensure peaceful possession and unhindered operation of business by such Third Party and shall not do or omit to do any acts, deeds and things which may result in any disturbance/ interruption to enjoyment of lease of such larger area by such Third Party. Further, in such event, the Sub-Lease Benefits payable to the Lessor shall be calculated on a proportionately on the basis of the area of the Unit to the larger areabeen obtained. 12.3 The Lessee/ Sub-lessee shall be entitled to carry out, at its own costs and expenses, all internal decorations, additions, changes, etc. in the Unit including erection of partitions, putting up of false ceilings, re-flooring, installation of apparatus, fixtures, fittings, furniture, air conditioners, all office equipment, etc. as and when required in the Unit.

SUB-LEASE. 12.1 13.1 The Parties agree that the Lessee shall not have the express and unqualified rights to sub-lease, license/ shop- in- shop arrangement of the Unit to any person on such terms and conditions as may be agreed between such third party and the Lessee in its sole discretion during the Term and may offer possession of the unit to the Third Party Lessee for carrying fit-out even before the effective date. For the avoidance of doubt it is hereby clarified that no further act, consent or action of the Lessor would be required with regard right to sub-lease or share the Demised Premises or any part thereof except with the prior written permissions of the Unit Lessor, which the Lessor may deny without assigning any reason therefor. 13.2 If the Lessee has been permitted by the Lessor to sub-lease and/or share the use with any other person, then the same shall subject to the following conditions: 13.2.1 the Lessee giving prior written notice to the Lessor along with documentary evidence including certificate of the Lessee’s statutory auditors, certifying the Lessee’s relationship as aforesaid with such company or entity and the Lessor approving such sub-lease/sharing with such entity; 13.2.2 in the event of sub-lease or sharing their use of the Demised Premises the Lessee will continue to remain fully liable for regular and timely payment of the Lease Rent and to be fully and effectively responsible for fulfilling all its obligations under this Deed; and 13.2.3 such company or entity not being entitled to and not claiming any right, title or interest in the Demised Premises and/or to the benefits of the Lease. 13.3 Lessee agrees to maintain the Said Lease Deed (including but not limited to obligations of rendering payments agreed to, in the Lease Deed) during the entire term of the Sub-lease, subject, however, to any earlier termination of the Lease Deed either through mutual consensus between the Lessor and Lessee or the free will of either party or For FAERY ESTATES PVT. The Parties further agree that as soon as possible on LTD For Freshworks Technologies Private Limited Authorized Signatory Authorized Signatory Xxxxxx’x initial Lessee’s initial without the fault of the Lessee to comply with or before the Effective Datehonor Lessee’s Obligations, during which time the Lessee shall endeavor ensure peaceful handover of the possession of the Demised Premises to execute a the Lessor i.e. Faery Estates Private Limited. Lessee also agrees to hold such company free and harmless of and from all liability, judgments, costs, damages, claims or demands arising out of Lessee’s failure to comply with or honor Lessee’s Obligations. It is however agreed by and between the Parties that no allowing or sharing of the use or sub-lease agreement letting of the Unit in favor of a Third Party. The Parties agree that, the Lessee shall pass on the entire Upside (if any) less Administrative Charges from such sub-lease agreement (“Sub-Lease Benefits”) to the Lessor, Demised Premises as per the terms of Section 7 of this Agreement. The Lessee/ Sub-lessee contained herein shall be entitled to use the said Unit any time of the day or night and/or on holidays at the sole option of the Lessee/ sub-lessee without any restrictions or limitations relating to the working days or hours of the demised premises, however, subject to statutory restrictions. 12.2 In permissible in the event the Unit prior permission/consent of any regulatory authority is required under the extant Laws and such permission/consent has not capable of being demarcated and identified and is held by the Lessor as a undivided share in a larger area, which is collectively sub-leased by the Lessee to a Third Party, the Lessor shall cooperate with the Lessee and other lessor(s) holding undivided interest in the larger area leased to the Third Party to ensure peaceful possession and unhindered operation of business by such Third Party and shall not do or omit to do any acts, deeds and things which may result in any disturbance/ interruption to enjoyment of lease of such larger area by such Third Party. Further, in such event, the Sub-Lease Benefits payable to the Lessor shall be calculated on a proportionately on the basis of the area of the Unit to the larger areabeen obtained. 12.3 The Lessee/ Sub-lessee shall be entitled to carry out, at its own costs and expenses, all internal decorations, additions, changes, etc. in the Unit including erection of partitions, putting up of false ceilings, re-flooring, installation of apparatus, fixtures, fittings, furniture, air conditioners, all office equipment, etc. as and when required in the Unit.

SUB-LEASE. 12.1 14.1. The Parties agree Lessee undertakes that the Lessee shall have the express and unqualified rights to sub-lease, license/ shop- in- shop arrangement leases shall expire on or before the expiry of the Unit Lease Term and in no case shall exceed the duration of the Lease Term. 14.2. In order to any person on such terms and conditions as may be agreed between such third party and undertake the Sub-leases, the Lessee in its sole discretion during the Term and may offer possession of the unit is authorized to the Third Party Lessee for carrying fit-out even before the effective date. For the avoidance of doubt it is hereby clarified that no further act, consent or action of the Lessor would be required with regard enter into agreement to sub-lease with the proposed sub-lessee of the Unit by built-up area comprised only in the LesseeLand Parcel provided that such agreements shall be in compliance with Applicable Laws, specifically Real Estate (Regulation and Development) Act, 2016 read with the Maharashtra Real Estate (Regulation and Development) (Registration of real estate projects, Registration of real estate agents, rates of interest and disclosure on website) Rules, 2017 (as amended from time to time) or any other rules made thereunder. 14.3. The Parties further agree that as soon as possible On Completion and in order to handover the built-up area on or before the Effective DateLand Parcel to the allottees/ sub-lessee, the Lessee shall endeavor to execute enter into a sub-lease agreement deed (in the format attached in Schedule D). The Lessee shall ensure execution, stamping and registration of a sub-lease deed between the Lessee (through an authorised representative) and the sub-lessee who or which has been allotted such built-up area and who has made all payments as per their respective agreements and as per Applicable Laws provided that the Authority shall not be obligated to bear any expenses in relation to execution, registration or stamping, shall not make any representations or provide indemnity under such deeds and shall not be liable in any manner whatsoever in such deeds. The Lessee shall indemnify and keep indemnified the Authority against all costs, Damages, liabilities or consequences arising out of such liability. The provision of the Unit in favor sub-lease deed may be modified with the prior written consent of a Third Partythe Authority. 14.4. The Parties agree thatLessee undertakes that any and all payments made by allottees, third party lessees or any such party shall not be diverted anywhere else or paid in any other form. It is agreed that Lessee shall not accept any payments under any document executed for the purposes of sub-leases in cash. 14.5. Notwithstanding any to the contrary contained herein, the Lessee shall pass on ensure that the entire Upside (if any) less Administrative Charges from such sub-lessee shall not enter into further sub-lease or other agreement (“Subfor use or occupancy of the built-Lease Benefits”) to up area at the Lessor, as per Land Parcel or any portion thereof without prior written consent of the terms of Section 7 of this AgreementAuthority. The Lessee/ Sub-lessee shall be entitled to use the said Unit any time of the day or night and/or on holidays at the sole option of the Lessee/ sub-lessee without any restrictions or limitations relating to the working days or hours of the demised premiseslessee, however, subject shall have a right to statutory restrictions. 12.2 In grant license with respect to the event the Unit is not capable of being demarcated and identified and is held by the Lessor as a undivided share in a larger area, which is collectively subbuilt-leased by the Lessee to a Third Party, the Lessor shall cooperate with the Lessee and other lessor(s) holding undivided interest up area/ unit comprised in the larger area leased to the Third Party to ensure peaceful possession and unhindered operation of business by such Third Party and shall not do or omit to do any acts, deeds and things which may result in any disturbance/ interruption to enjoyment of lease of such larger area by such Third Party. Further, in such event, the Sub-Lease Benefits payable to the Lessor shall be calculated on a proportionately on the basis of the area of the Unit to the larger areaProject. 12.3 The Lessee/ Sub-lessee shall be entitled to carry out, at its own costs and expenses, all internal decorations, additions, changes, etc. in the Unit including erection of partitions, putting up of false ceilings, re-flooring, installation of apparatus, fixtures, fittings, furniture, air conditioners, all office equipment, etc. as and when required in the Unit.