B.G.W.

LIONEL
Attorney –at-Law & Notary Public
No. 2, First Floor,
City View Shopping Complex
Talbot Town - Galle.

No. of Notary:- 05572

Land Registry for Duplicates: - Galle
Local Authority Limit:- Akmeemana Pradeshiya Sabha
Number of Lots : - 01
Stamp Value of the duplicate: -

Prior Registration:- D 945/100

NO: 8003

VALUE: Rs. 51,000,000/=

LEASE AGREEMENT

THIS INDENTURE is made and entered in to at Galle in the

Democratic Socialist Republic of Sri Lanka on this FIFTEENTH
(15th) day of NOVEMBER TWO THOUSAND AND TWENTY TWO (2022) between
NIROSHA SAJEEWANIE WEERAWICKRAMA GUNAWARDANA (Holder of National
Identity Card bearing No.197060803804)of “Sithumina”, 07th Mile
Post, Poddala and presently at No.17/1, Sri Revatha Mawatha,
Heenpendala, Galle in the District of Galle (here in after called
and referred to as “THE LESSOR” which terms or expression as here
in used shall mean and include the said NIROSHA SAJEEWANIE
WEERAWICKRAMA GUNAWARDANA her heirs executers administrators and
assigns) of ONE PART

AND

(PRIVATE) LIMITED a company duly incorporated in

the Democratic Socialist Republic of Sri Lanka under The Companies
Act No. 07 of 2007 under the Registered No. P V 00221987 and having
its Registered Office at No…………………………………………………………………………………, (here in
after called and referred to as “LESSEE” which terms or expression
as here in used shall mean and include the said
(PRIVATE) LIMITED its successor or successors in business or
assigns)of one part

WHEREAS the LESSOR is the owner and is seized and possessed

of or otherwise well and sufficiently entitled to all that
divided and defined allotment of land marked Lot A depicted in
Plan No.9386 dared 18th February 2004 made by C.S Jayawardana
Licensed Surveyor of the land called KASIGEWATTA together with
the hotel called and known as “OCEAN CREST HOTEL”, standing
thereon, (herein after called and referred to as “the demised
premises” morefully described in the schedule hereto together
with the fixtures, equipment” furniture and fittings therein
morefully described in the Second schedule hereto.
 2

WHEREAS the said LESSEE has requested the LESSOR to grant a

lease of the said demised premises for a period of Sixty (60)
months commencing from the Fifteenth (15th) day of November in the
year Two Thousand Twenty Two (2022) and ending on the Fourteenth
(14th)day of November in the year Two Thousand Twenty Seven (2027)
(herein after called and referred to as “the lease period”)

NOW KNOW YE ALL MEN BY THESE PRESENTS THAT for and in

consideration sum of US Dollars FOUR HUNDRED TWENTY THOUSAND
(420,000$)of lawful money being rent for the entirety of the term of
thirty six months and in consideration of the covenants provisions
and conditions herein contained on the part and on behalf of the
said LESSOR and the said LESSEE and their aforewritten to be
observed and performed the said LESSORS doth hereby lease and demise
unto the said LESSEE its successors in business or assigns all that
and those the said premises together with all and singular the
rights privileges easements servitudes and appurtenances whatsoever
to the said property belonging used enjoyed therewith or reputed or
known as part and parcel thereof and all the right title and
interest property claim and demand whatsoever of LESSORS into out of
or upon the same.

TO HAVE AND TO HOLD the said property hereby demised with all
and singular the rights and appurtenances thereto belonging unto the
said LESSOR her heirs executors administrators and assigns for and
during the term or period of 60 months commencing from the 15 th day
of November 2022 to be completed and ended on the 14 th day of
November 2027.

And the said LESSEE doth hereby for itself and its
aforewritten assigns and covenant with the LESSOR and their
aforewritten that the LESSEE or its aforewritten shall and will
during the continuance of this lease hold the said lease subject to
the following obligations on the part of the LESSOR and the LESSEE
to be observed and performed viz.

YIELDING AND PAYING therefore unto the LESSORS during the said
term the total lease rental of US Dollars FOUR HUNDRED TWENTY
THOUSAND 420,000$)of Lawful money aforesaid computed as follows;

(a) US Dollars SEVEN THOUSAND (7,000$)per month for the first

twelve months
(b) US Dollars SEVEN THOUSAND THREE HUNDRED FIFTY (7,350$)per
month for the second twelve months
(c) US Dollars SEVEN THOUSAND SEVEN HUNDRED SEVENTEEN AND
CENTS FIFTY(7,717.50$)per month for the third twelve
months
(d) US Dollars EIGHT THOUSAND ONE HUNDRED THREE AND CENTS
FOURTY(8,103.40$)per month for the fourth twelve months
(e) US Dollars EIGHT THOUSAND FIVE HUNDRED EIGHT AND CENTS
FIFTY FOUR(8,508.54$)per month for the remaining twelve
months
[A] The LESSEE to the intent and meaning that said obligations
herein content may continue throughout the term doth hereby
expressly covenant declare and agree to and with the LESSOR as
follows:-

1. The LESSEE shall deposit US Dollars TWENTY FIVE THOUSAND

(USD 25,000) as a refundable interest free security deposit
to the LESSOR at the execution of this Tenancy Agreement,
And this security deposit will be refunded by the LESSOR at
the end of the lease period (unless otherwise terminated
under the provisions of this Agreement) after deducting the
 cost of any damages done to the demised premises and payment
of unpaid utility bills.

2. The monthly rental of US Dollars TWENTY EGHT THOUSAND (USD

28,000) being the first Four months’ shall be paid at the
execution of theses presents and the thereafter the monthly
rent shall be paid every four months in advance fifteen days
prior to the commencement of the next four months during the
lease period commencing from 01st day of March 2023.

3. Pay for the all meter hire and other charges in respect of
electricity consumed on the demised premises and also duly
pay for the meter charges and other charges for the supply
of water, Telephone, Internet Bills, if any punctually and
without default and to furnish proof of such payments if
called upon to do so by the LESSOR and the rates shall be
settled by the LESSOR.

4. Keep the demised premises in a clean and sanitary state and

in accordance with the laws and by laws of the Local
Authorities and keep the LESSOR freed and indemnified from
all prosecution and fines which may be instituted or imposed
in consequence of the breach or non- performance of any such
laws or by laws.

5. To maintain and use the demised premises including the

garden and swimming pool with its pumps and other components
in a careful and proper manner.

6. To keep the doors, door frames, furniture, fixtures and

fittings glass sanitary water supply fixtures and fittings
and the electric supply fixtures and fittings in good order
and repair.

7. To repaint the entire building every 12 – 18 months period

during the leased period.

8. To service all air condition units every four months

ensuring the proper and effective functioning.

9. To service the electric generator according to the number of

hours used ensuring the proper and effective functioning.

10. Not to store or bring in to the demised premises materials

of the specially combustible inflammable hazardous or
dangerous nature (such as explosives) other than good
material and machinery used or normally required for the day
to day business of the Lessees.

11. Not to use the demised premises for any unlawful or immoral
purposes.

12. To be responsible for and pay for all damages caused to the
demised premises or the fixtures and fittings as a result of
any act or omission or negligence by the LESSEE, his
servants, customers, occupiers, visitors and such like
persons.

13. The LESSEE shall not assign sub-let the demised premises to
any person natural or corporate.
 4

14. All repairs which may be caused by any negligence, willful

act or omission on the part of the LESSEE and or his
employees, servants, customers and or other persons having
dealings with the LESSEE at the DEMISED PREMISES, have to be
carried out by the LESSEE and in case any such fixtures and
fittings have to be replaced, such replacement should be as
far as possible of the same pattern and quality as the
particular item which has to be replaced.

15. The LESSEE shall peaceably and quietly yield up and

surrender the demised premises to the LESSOR at the
expiration or sooner determination of this lease together
with the fixtures fittings and equipment therein in the same
good order and state of repair and condition as at the
commencement of this lease reasonable wear and tear and
damage by violence due to war, civil war or civil commotion
or by storm tempest or other irresistible force or
inevitable accident or any other cause not within the
control of the LESSEE excepted.

16. All repairs which may be caused by any negligence, misuse,

willful act or omission on the part of the above mentioned
persons to the DEMISED PRESMISES, fixtures and fittings have
to be replaced at the cost of the LESSEE.

17. The LESSEE shall not use the demised premises for the purpose
other than providing food and beverages unto locals and
foreign tourists, entertaining, short and long stay boarding,
lodging, conferences and social gatherings, meetings and
parties.

18. The LESSEE shall not do or permit or suffer anything to be

done upon the demised premises or any part or portion thereof
which may at any time be or become a nuisance or annoyance to
the occupiers of the adjoining apartments buildings and
premises

19. In the event of the LESSEE over holding the demised premises
after the termination or sooner determination hereof for any
reason whatsoever to pay the LESSOR as liquidated damages and
not as penalty the sum of US Dollars FOUR HUNDRED(USD 400)
per day until the premises is handed back to the LESSOR.

20. Lessee may give permission to enter the demised premises to

the Lessor or his Engineers, Servants who gave the power in
written and persons who are not specially mentioned to affect
all necessary repairs to the demised premises including
structural repairs or other repairs and at all time to keep
and maintain in good order and condition.

21. The LESSEE shall maintain the in house guest review scores in
online hotel booking websites as at 15th November 2022 and
uplift the goodwill of the business.
 4

[B] THE LESSOR to the intent that the obligation on his part herein
contained may be continued throughout the terms of the Agreement hereby
covenants with the LESSEE as follows;-

01 Pay and discharge all existing and future rates, taxes,

assessments and other charges payable in respect of the
demised premises by the LESSOR.

02 The LESSOR shall pay and settle all water and electricity,
utility payments up to the date of commencement of hereof in
order that the LESSOR may make such payments from the said
date of commencement without reference to any errors in such
payments.

03 The LESSOR shall maintain the roof of the building, ceiling

and repairs to the building structure in good condition.

04 At the expiration of this agreement or sooner determination

LESSOR shall refund the US Dollars TWENTY FIVE THOUSAND(USD
25,000)deposit to the Lessee made by the Lessees covenant No.
A1 of this Agreement after deducting the unpaid bills, arrears
of rent, Water, Electricity and Telephone bills, charges for
other services and the damages to the demised premises if any.

05 Lessor shall be avoided from the alienation the demised

premises contrary to the Lessee’s rights, transaction acts
which seize the demised premises for execution of Final Decree
and acts of insolvency of the Lessor.

06 The LESSOR shall permit the LESSEE at the termination of this

LESSEE to remove any fixtures fittings appliances and other
conveniences installed by the LESSEE with the period written
approval of the LESSOR provided that the LESSEE shall at his
cost and expenses repair all damages caused by such removal
and restore the demised premises its former state and
condition as at the commencement of these presents fare wear
and tear excepted.

07 The LESSEE observing and performing the several covenants and

condition herein contained shall and may peaceably hold occupy
and enjoy the demised premises during the term hereby created
without any interruption or disturbance by the LESSOR or any
person rightfully claiming under or in trust for him.

[C] PROVIDED always and it is hereby expressly declared and

agreed by the LESSOR and LESSEE as follows:-

01 The LESSOR shall deliver vacant possession of the demised

premises on the 15th day of November 2022.
.
02 The LESSOR is entitled to enter and inspect the condition of the
demised premises once in every six month period.

03 The LESSEE shall have the right to obtain permission from the
Local Authorities and display their advertisements and name
 boards at the outside wall of the demised premises and bound to
pay any taxes or levies imposed by the Local Authorities.

04 If the Lease Agreement is terminated before the end of the lease

period the LESSEE shall sign a cancellation of Lease and if the
LESSEE denies to sign the cancellation of Lease the Lessor is
entitled retain the refundable deposit paid as per the condition
A 1 above.

05 In the event of the LESSEE fails and / or neglects to pay the rent
as specified herein on the due dates mentioned herein, the LESSOR
shall write to the LESSEE demanding compliance of same within One
month and upon failure the LESSOR shall be entitled to enter in to
or upon the demised premises or any part thereof and peaceably hold
and enjoy the same henceforth as if these presents had not been
made without prejudice to any right of action or remedy of either
party against the other in respect of any antecedent breach of any
term or condition herein contained.

06 All notices required to be sent shall be deemed to be

sufficiently served to above addresses, if by the LESSOR to the
LESSEE addressed and in case of a notice by the LESSEE to the
LESSOR addressed above mentioned.

07 In the event of the death of the LESSOR during the period of the
occupation of the demised premises by the LESSEE the Lessees’
rights and obligations under this, LESSEE shall not be affected and
the LESSEE shall retain the right to occupy the demised premises
the full term of this indenture.

08 All costs stamp duty and Notary Fees in connection with this Lease
shall be borne by the parties in equal shares.

09 If the LESSEE intends to renew and continue these presents

the LESSEE shall notice the LESSOR in writing 03 months prior
to the expiration.

The LESSOR shall warrant and defend the title to the demised premises
and solve all the disputes and prevent all interruptions and the LESSEE
shall hand over the peaceful vacant possession of the demised premises
to the LESSOR at the end of the demised period without doing any harm or
damage.

And the LESSOR and the LESSEE hereby further agree for themselves and
their respective heirs, executors and administrators to observe and
perform the covenants and conditions herein contained.

IN WITNESS WHEREOF the said LESSOR and the said Lessee do hereunto
and to three others of the same tenor and date as these presents set
their hands at Galle on this th day of November Two Thousand and Twenty
Two(2022).

THE SCHEDULE ABOVE REFERED TO

01 All that allotment of land marked Lot A together with the
buildings and the business called and referred to as “OCEAN CREST
HOTEL” with the fixtures, fittings, furniture and Other equipment in
the inventory of the land called KASIGEWATTA situated at HATHUWA
PIYADIGAMA village in GramaNiladhari Division No. within
Pradeshiya Sabha Limits and Divisional Secretariat of HABARADUWA in
Thalpe Pattu in the District of Galle Southern Province and which said
Lot A is bounded on the NORTH :- by High Road from Galle to Matara on
the EAST :- by Balance portion of the same land, on the SOUTH:- by Sea
shore and on the WEST:- by Balance portion of the same land and
containing in extent TWENTY FOUR DECIMAL FOUR PERCHES(A0.R0.P
24.40)according to the survey Plan No.9386 dated 18th February 2004 made
by C. S. Jayawardena Licensed Surveyor and Registered Under Title at D
945/100 at the District Land Registry Galle.

WITNESSES

Sign in the presence of us and we do

hereby declare that we are well
acquainted with the within named
executants and Know their proper
name occupation and residence.........

2 Notary Public