Common use of SUB-LEASE Clause in Contracts

SUB-LEASE. LESSEE shall, subject to LESSOR’s approval of the sub-LESSE and its development plan, which consent shall not be unreasonably withheld, have the 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 sub-lease shall be consistent with the parameters and guidelines set by (i) this Contract of Lease, (ii) the approved MDP, and (iii) the approved PIP of the Provisional License. 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 provided under the relevant sub-lease contract. Thereafter, the LESSEE shall 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 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 contract in accordance with this Section 5, it is understood and agreed that LESSOR shall receive a fee equivalent to Five Percent (5%) of any and all gross revenues paid by these sub-lease tenants to LESSEE, and which shall be payable by the LESSEE to the LESSOR without need of demand, within seven (7) days from the payment deadline(s) as set forth in the relevant sub-lease contract.

SUB-LEASE. LESSEE shall12.1 The Parties agree that the Lessee shall have the express and unqualified rights to sub-lease, subject to LESSOR’s approval license/ shop- in- shop arrangement of the subUnit 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-LESSE and its development planout even before the effective date. For the avoidance of doubt it is hereby clarified that no further act, which consent shall not or action of the Lessor would be unreasonably withheld, have the right required with regard to sub-lease of the Leased propertyUnit 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 whole or in part; Providedfavor of a Third Party. The Parties agree that during the post Assured Rental Period, that the provisions of this Contract of Lease Lessee shall be incorporated by reference in pass on the contract covering entire Upside (if any) less Administrative Charges from such sub-lease and a copy agreement (“Sub-Lease Benefits”) to the Lessor, as per the terms of such contract 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-lease shall have been submitted by the LESSEE lessee without any restrictions or limitations relating to the LESSOR; Provided, further, that the purpose working days or hours of the sub-lease shall be consistent with the parameters and guidelines set by (i) this Contract of Leasedemised premises, (ii) the approved MDPhowever, and (iii) the approved PIP of the Provisional License. Failure of LESSEE subject 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 provided under the relevant sub-lease contract. Thereafter, the LESSEE shall 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 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. statutory restrictions. 12.2 In the event that LESSEE enters into 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 contract of such larger area by such Third Party. Further, in accordance with this Section 5such event, it is understood and agreed that LESSOR shall receive a fee equivalent the Sub-Lease Benefits payable to Five Percent (5%) of any and all gross revenues paid by these sub-lease tenants to LESSEE, and which the Lessor shall be payable by calculated on a proportionately on the LESSEE basis of the area of the Unit to the LESSOR without need of demandlarger area. 12.3 The Lessee/ Sub-lessee shall be entitled to carry out, within seven (7) days from the payment deadline(s) as set forth at its own costs and expenses, all internal decorations, additions, changes, etc. in the relevant subUnit including erection of partitions, putting up of false ceilings, re-lease contractflooring, installation of apparatus, fixtures, fittings, furniture, air conditioners, all office equipment, etc. as and when required in the Unit.

SUB-LEASE. LESSEE shall12.1 The Parties agree that the Lessee shall have the express and unqualified rights to sub-lease, subject to LESSOR’s approval license/ shop- in- shop arrangement of the subUnit 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-LESSE and its development planout even before the effective date. For the avoidance of doubt it is hereby clarified that no further act, which consent shall not or action of the Lessor would be unreasonably withheld, have the right required with regard to sub-lease of the Leased propertyUnit 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 whole or in part; Providedfavor of a Third Party. The Parties agree that, that the provisions of this Contract of Lease Lessee shall be incorporated by reference in pass on the contract covering entire Upside (if any) less Administrative Charges from such sub-lease and a copy agreement (“Sub-Lease Benefits”) to the Lessor, as per the terms of such contract 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-lease shall have been submitted by the LESSEE lessee without any restrictions or limitations relating to the LESSOR; Provided, further, that the purpose working days or hours of the sub-lease shall be consistent with the parameters and guidelines set by (i) this Contract of Leasedemised premises, (ii) the approved MDPhowever, and (iii) the approved PIP of the Provisional License. Failure of LESSEE subject 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 provided under the relevant sub-lease contract. Thereafter, the LESSEE shall 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 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. statutory restrictions. 12.2 In the event that LESSEE enters into 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 contract of such larger area by such Third Party. Further, in accordance with this Section 5such event, it is understood and agreed that LESSOR shall receive a fee equivalent the Sub-Lease Benefits payable to Five Percent (5%) of any and all gross revenues paid by these sub-lease tenants to LESSEE, and which the Lessor shall be payable by calculated on a proportionately on the LESSEE basis of the area of the Unit to the LESSOR without need of demandlarger area. 12.3 The Lessee/ Sub-lessee shall be entitled to carry out, within seven (7) days from the payment deadline(s) as set forth at its own costs and expenses, all internal decorations, additions, changes, etc. in the relevant subUnit including erection of partitions, putting up of false ceilings, re-lease contractflooring, installation of apparatus, fixtures, fittings, furniture, air conditioners, all office equipment, etc. as and when required in the Unit.

SUB-LEASE. LESSEE shall, subject to LESSOR’s approval of 14.1. The Lessee undertakes that the sub-LESSE leases shall expire on or before the expiry of the Lease Term and its development planin no case shall exceed the duration of the Lease Term. 14.2. In order to undertake the Sub-leases, which consent shall not be unreasonably withheld, have the right Lessee is authorized to enter into agreement to sub-lease with the Leased property, proposed sub-lessee of the built-up area comprised only in whole or in part; Provided, the Land Parcel provided that the provisions of this Contract of Lease such agreements shall be incorporated by reference in compliance with Applicable Laws, specifically Real Estate (Regulation and Development) Act, 2016 read with the contract covering such 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. On Completion and in order to handover the built-up area on the Land Parcel to the allottees/ sub-lessee, the Lessee shall enter into a sub-lease deed (in the format attached in Schedule D). The Lessee shall ensure execution, stamping and registration of a copy of such contract of sub-lease shall have deed between the Lessee (through an authorised representative) and the sub-lessee who or which has been submitted by the LESSEE to the LESSOR; Provided, further, allotted such built-up area and who has made all payments as per their respective agreements and as per Applicable Laws provided that the purpose 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 sub-lease shall deed may be consistent modified with the parameters and guidelines set by (i) this Contract of Lease, (ii) the approved MDP, and (iii) the approved PIP prior written consent of the Provisional LicenseAuthority. 14.4. Failure The Lessee 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 LESSEE sub-leases in cash. 14.5. Notwithstanding any to comply with the immediately preceding paragraph contrary contained herein, the Lessee shall entitle LESSOR to impose upon LESSEE a penalty in an amount equivalent to one (1) year’s rental as provided under ensure that the relevant sub-lessee shall not enter into further sub-lease contract. Thereafter, the LESSEE shall seek the LESSOR’s approval or other agreement for use or occupancy of the built-up area at the Land Parcel or any portion thereof without prior written consent of the Authority. The sub-LESSEE and its development plan. If the LESSOR finds the sub-LESSEE and its development plan lessee, however, shall have a right to 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 contract in accordance grant license with this Section 5, it is understood and agreed that LESSOR shall receive a fee equivalent to Five Percent (5%) of any and all gross revenues paid by these sub-lease tenants to LESSEE, and which shall be payable by the LESSEE respect to the LESSOR without need of demand, within seven (7) days from the payment deadline(s) as set forth built-up area/ unit comprised in the relevant sub-lease contractProject.

SUB-LEASE. LESSEE shall, subject to LESSOR’s approval of the sub-LESSE and its development plan, which consent 13.1. The Lessee shall not be unreasonably withheld, have the right to sub-lease or share the Leased propertyDemised Premises or any part thereof except with the prior written permissions of the Lessor, in whole 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 in part; Provided, that entity and the provisions of this Contract of Lease shall be incorporated by reference in the contract covering Lessor approving such sub-lease and a copy of lease/sharing with such contract entity; 13.2.2. in the event of sub-lease shall have been submitted by or sharing their use of the LESSEE 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 LESSOR; Provided, further, that the purpose benefits of the sub-lease shall be consistent with Lease. 13.3. Lessee agrees to maintain the parameters and guidelines set by Said Lease Deed (iincluding but not limited to obligations of rendering payments agreed to, in the Lease Deed) this Contract of Lease, (ii) during the approved MDP, and (iii) the approved PIP entire term of the Provisional License. Failure Sub-lease, subject, however, to any earlier termination of LESSEE 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 immediately preceding paragraph Lessee shall entitle LESSOR ensure peaceful handover of the possession of the Demised Premises to impose upon LESSEE a penalty 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-letting of the Demised Premises as contained herein shall be permissible in an amount equivalent to one (1) year’s rental as provided the event the prior permission/consent of any regulatory authority is required under the relevant sub-lease contract. Thereafter, the LESSEE shall seek the LESSOR’s approval of the sub-LESSEE extant Laws and its development plan. If the LESSOR finds the sub-LESSEE and its development plan to 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 contract in accordance with this Section 5, it is understood and agreed that LESSOR shall receive a fee equivalent to Five Percent (5%) of any and all gross revenues paid by these sub-lease tenants to LESSEE, and which shall be payable by the LESSEE to the LESSOR without need of demand, within seven (7) days from the payment deadline(s) as set forth in the relevant sub-lease contractpermission/consent has not been obtained.

SUB-LEASE. LESSEE shall, subject to LESSOR’s approval of the sub-LESSE and its development plan, which consent 13.1 The Lessee shall not be unreasonably withheld, have the right to sub-lease or share the Leased propertyDemised Premises or any part thereof except with the prior written permissions of the Lessor, in whole 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 in part; Provided, that entity and the provisions of this Contract of Lease shall be incorporated by reference in the contract covering Lessor approving such sub-lease and a copy of lease/sharing with such contract entity; 13.2.2 in the event of sub-lease shall have been submitted by or sharing their use of the LESSEE 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 LESSOR; Provided, further, that the purpose benefits of the sub-lease shall be consistent with Lease. 13.3 Lessee agrees to maintain the parameters and guidelines set by Said Lease Deed (iincluding but not limited to obligations of rendering payments agreed to, in the Lease Deed) this Contract of Lease, (ii) during the approved MDP, and (iii) the approved PIP entire term of the Provisional LicenseSub-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. Failure LTD For Freshworks Technologies Private Limited Authorized Signatory Authorized Signatory ▇▇▇▇▇▇’▇ initial Lessee’s initial without the fault of LESSEE the Lessee to comply with or honor Lessee’s Obligations, during which time the immediately preceding paragraph Lessee shall entitle LESSOR ensure peaceful handover of the possession of the Demised Premises to impose upon LESSEE a penalty 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-letting of the Demised Premises as contained herein shall be permissible in an amount equivalent to one (1) year’s rental as provided the event the prior permission/consent of any regulatory authority is required under the relevant sub-lease contract. Thereafter, the LESSEE shall seek the LESSOR’s approval of the sub-LESSEE extant Laws and its development plan. If the LESSOR finds the sub-LESSEE and its development plan to 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 contract in accordance with this Section 5, it is understood and agreed that LESSOR shall receive a fee equivalent to Five Percent (5%) of any and all gross revenues paid by these sub-lease tenants to LESSEE, and which shall be payable by the LESSEE to the LESSOR without need of demand, within seven (7) days from the payment deadline(s) as set forth in the relevant sub-lease contractpermission/consent has not been obtained.