Lease Deed, dated as of August 5, 2021, by and between Cambium Networks Private Limited and Umiya Holdings Private Limited and Others

Exhibit 10.37

LEASE DEED

THIS LEASE DEED together with its Schedules and Annexures (hereinafter referred to as the “Lease Deed”) is executed at Bangalore on this the 5th Day of August 2021.

BY:

Mr. Murali Mohan S.N,

residing at No. 2, 2nd Cross,

Shankarmutt Road,

Shankarapuram,

Bangalore - 560 004.

PAN: AHLPS2341E / AHLPS2340F

Mrs. Padmini Manjunath Bijjahalli and

Mr. Vikramaditya Bijjahalli,

residing at No. 62 Shankarmutt Road,

Shankarapuram,

Bangalore – 560 004.

PAN: AATPB0355J / AEUPM1508B / AHEPV0695B

residing at Sai Sadan Apartments,

Flat 4C. Saraswath Nagar,

Dargamitta, Nellore – 524 003.

Andhra Pradesh.

PAN: BSJPB9561P

residing at Singh Nursing Home,

Birla Road, Kolgawan.

Satna, Madhya Pradesh.

Represented by his Power of Attorney Holder,

Mr. Shivesh Gaurav.

PAN: AQZPS5461L

residing at No.29/3,

H.M Strafford, 2nd Floor,

7thCross,VasanthNagar,
Bangalore-560 052

Represented by Mr. Amrendra Singh.

PAN: AAACU4321R

Mrs. N.S. Mangala,

residing at #417,

Middle School Road,

V.V. Purama,

Bangalore – 560 004.

PAN: ADGPV7366K / ABVPM1056A

Mrs. N. Mallika,

residing at Bhaskar Nilaya,

#8, 9th Cross,

Kumara Park West.

Bangalore – 560 020.

PAN: ABRPN9099G / ABRPN8664P

Hereinafter referred to as the “LESSORS” (which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors and assigns) of the ONE PART;

AND BETWEEN

M/s. Cambium Networks Private Limited, a company incorporated under the Companies Act, 1956, having CIN U74990KA2012PTC085236 and its registered office at 5th Floor, Quadrant 1, Umiya Business Bay Tower 2, Outer Ring Road, Kadubeesanahalli, Varthur Hobli Road, Bangalore East Taluk, Bangalore 560037 and holder of PAN: AAECC7182N, represented herein by its authorised signatory, Mr. Biju Kunjukunju, Vice President – India Engineering Operations referred to as the “LESSEE”(which expression shall unless excluded by or repugnant to the subject or context thereof be deemed to include its successors and permitted assigns) of the OTHER PART.

(The Lessors and the Lessee are individually referred to as "Party" and collectively referred to as "Parties")

NOW THEREFORE THIS LEASE DEED WITNESSETH AS FOLLOWS:

In consideration of the monthly rent herein reserved (Rent) and payable by the Lessee and of the mutual covenants of the Parties under this Lease Deed, the Lessors hereby agrees to grant on lease unto the Lessee and the Lessee agrees to take on lease the Demised Premises on the terms and conditions contained in this Lease Deed with easements, rights and advantages appurtenant thereof from the Effective Date as defined hereunder (“Lease”).

The Lessors has on the Effective Date granted possession to the Lessee to enter upon the Demised Premises from August 05, 2021 for the purpose of enabling the Lessee to undertake its fitouts on the Demised Premises.

The tenure of lease shall be for a period of 5 (Five) years (“Lease Term”) from the Lease Commencement Date (hereinafter defined). The Lessee will be entitled to renew the lease of the Demised Premises upon expiry of the Lease Term for further terms of Five (05) years each (each, an “Additional Term”) as laid down in Clause 6 by providing to

the Lessors at least 4 months’ notice (prior to the expiry of the Lease Term) in writing of such intention to renew the lease of the Demised Premises; and the Lessors will, in this regard, execute fresh lease deeds in favour of the Lessee.

The Lease and Rent shall commence from the Effective date (Lease Commencement Date) which is the day of August 05, 2021 and shall thereafter register.

The Rent Commencement Date shall be a day which is from the Lease Commencement Date i.e, August 05, 2021.It has been agreed between the Lessors and Lessee that for the First Nine (9) months from Rent Commencement Date shall be charged 50% of the Rent of the agreed amount.

The lock-in period is for an initial 5 (five) Years from the Lease Commencement Date (“Lock-in Period”), it being clarified that there shall be no Lock-in Period in any Additional Term. In case the Lessee terminates the Lease Deed during the Lock in Period other than as contained in Clause 18 (b) or should the Lessors decide to terminate the Lease Deed due to breach on the part of the Lessee in accordance with Clause 18 (b), then the Lessee shall be obligated to pay the Rent for the unexpired portion of the Lock-in Period.

On expiry of the Lease Term, the Lessee shall have the sole option to renew the lease of the Demised Premises for an Additional Term(s) on the mutually agreeable terms and conditions by way of execution and registration of a fresh lease deed. The Lessee shall provide written notice conveying its intention of such renewal of the Lease to the Lessors at least 4 (Four) months prior to the expiry of the Lease Term and the Lessee and the Lessors shall execute and register fresh lease deed for the Additional Term. It is hereby clarified that there shall be no Lock-in Period applicable nor shall any additional security deposit be payable by the Lessee for such Additional Terms.

For any extension of the Lease Term beyond 5 years from the Effective Date, the Parties shall agree to such extension on the basis of fresh lease deed only.

The Lessee shall pay rent of the Car Parking Slots charged at Rs.3,500/- (Rupees Three Thousand Only) per month per Car Parking Slot which is total amount of Rs.1,05,000/-(Rupees One Lakh Five Thousand Only).

The distribution of Warm Shell rent and car park rent of each owner is as follows:

The Rent above reserved for the Demised Premises shall be subject to enhancement at the rate of 7% (Seven percent) for 2nd and 3rd year (i.e., commencing from the 13th month and 25th month respectively) and There shall be no escalation on 4th year (i.e., from 37 month to 48 month). In the 5th year (i.e. Commencing from the 49 month) rent shall be enhanced at the rate of 15% (Fifteen percent) for every 3 years on the last paid rent. There shall be no escalation

on/increase of the Security Deposit (hereinafter defined) applicable whether during the Lease Term or any Additional Term thereafter.

The Lessee is required to pay to the Lessors an interest free fully refundable security deposit of Rs. 1,30,35,750 (Rupees One Crore Thirty Lakhs Thirty Five Thousand Seven Hundred Fifty only) equivalent to the Rent for a period of 10 months (“Security Deposit”).

The Security Deposit equivalent to10 months’ rent amounting 1,30,35,750 (Rupees One Crore Thirty Lakhs Thirty Five Thousand Seven Hundred Fifty only) has been partially paid as follows:

Upon expiry of the Lease Deed or earlier termination of this Lease Deed, the Lessors shall refund the entire Security Deposit to the Lessee simultaneous to the Lessee handing over the vacant and peaceful possession of the Demised Premises (save reasonable wear and tear) to the Lessors. In the event of failure to refund the Security Deposit, the Lessors shall be liable to pay interest @ 12% (Twelve)p.a. till actual payment and the Lessee shall be entitled to retain the possession of the Demised Premises without being liable to pay Rent and be exempt from any liability to the Lessors in any manner. However the Lessee is liable to pay for the maintenance, electricity and chiller charges during this duration.

Electricity consumption will be charged as per the separate Energy Meters installed on each floor occupied by the LESSEE as per the billings raised by BESCOM/Self-Generated or Renewable Power. Based on Electricity consumption pattern by the LESSEE, any additional 2 or 3 MMD deposits sought by BESCOM, has to be paid by the LESSEE immediately on their Demand. There shall not be any mark up in the tariff or electricity bills by the LESSORS on the bills received from BESCOM. LESSEE shall be entitled to use the facility on 24x7 basis without any additional cost but the payment of actual consumption metered. In case the LESSORS avails of discounted EB tariff (statutory) applicable to IT companies or otherwise, the same shall be passed onto the LESSEE. The 2/3 MMD paid by the LESSEE shall be refunded by the LESSORS to the LESSEE -once received from the BESCOM.

The DG consumption charges calculated based on the formula set out below (the “DG Consumption Charges”), which is currently Rupees Rs 29/- per unit, as measured on exclusive meters provided by the LESSORS for each floor of the Premises.

(A/B) * C= D, wherein:

A shall mean the increased or decreased price of diesel, per litre;

B shall mean the existing diesel price, per litre;

C shall mean the existing per unit rate of backup power consumption by the Lessee; and

D shall mean the increased or decreased per unit rate of the DG Consumption Charges.

At present, the DG Consumption Charges of Rs 29/- per unit are computed based on the prevailing diesel price of INR 95.50 per litre, and the DG Consumption Charges will be proportionately increased or decreased in case of variation in the diesel price, which shall be determined as per the formula set out above.

The increase or decrease in the diesel charges can be affected if there is a significant change of more than 10% of the prevailing prices.

b) Electricity (BESCOM/Self Generated or Renewable Power) and chiller charges to be paid on or before the 10th day of every month for the previous month upon submission of electricity bill/consumption details.

The LESSEE shall follow the rules and regulations set by the Maintenance Service Provider in the Building Bye-Laws as in the Maintenance Agreement.

a). The Lessee shall have an exclusive and lawful use and occupation of the Demised Premises during the Lease Term. The Lessee shall have unlimited access to the Demised Premises 24 hours a day, 7 days a week and 365 days a year, throughout the Lease Term and shall use the Demised Premises for the purpose of its business purpose as may be permissible in law and shall not carry out any illegal activity. Further the Lessee shall not store any hazardous, contraband or inflammable articles in the Demised Premises other than such articles required by the Lessee for its business purpose merely subsequent with the permission/licenses from the Competent Authority.

The Lessee hereby covenants with the Lessors as follows:

The Lessee may as a result of an acquisition; reorganization; definitive scheme, arrangement, undertaking or agreement with respect to any of its assets or liabilities; merger; de-merger or consolidation assign / novate this Lease to any third party with the prior approval of the Lessors at any time, which approval shall not be unreasonably delayed or withheld by the Lessors. In case of such assignment / novation, the third party shall be bound by all the terms of the Lease Deed and the Lessee shall be released from all obligations under the lease.

Upon expiry or earlier termination of this Lease Deed, the Security Deposit and all other deposits paid by the Lessee hereunder will be liable to be refunded immediately to the Lessee.

Where any termination by the Lessee is not for the reasons mentioned in Clause 18(b) above, the Lessee shall be obligated to pay the Rent for the unexpired portion of the Lock-in Period or have an amount equivalent to such Rent for the unexpired portion of the Lock-in Period adjusted from the Security Deposit and any balance amount, if any, would be payable by the Lessors to the Lessee towards refund of Security Deposit.

Upon expiry or termination of the Lease Deed simultaneous with the refund of Security Deposit, the Lessee will vacate the Demised Premises and hand over vacant possession of the Demised Premises to the Lessors subject to the Lessors and the Maintenance Service Provider having refunded the Security Deposit and the Maintenance Deposit and any other deposits paid by the Lessee hereunder to the Lessee in accordance with this Lease Deed.

The Lessee shall deduct the TDS only on Rent and Maintenance Charges. TDS is currently not applicable on Electricity and BTU Charges.

Neither Party shall be liable for any breach resulting from:

Notwithstanding the above, in case of destruction or damage to the Demised Premises, the Lessee requires the Lessors to restore the Demised Premises the Lessors shall endeavor to the satisfaction of the Lessee, to restore and reinstate the Demised Premises within the shortest possible time taking into consideration the nature of repairs required to be done, during which time the rent and other charges pertaining to use of Demised Premises shall not be payable until the

Demised Premises is made ready for use and occupation by the Lessee. In the event the Demised Premises or any part thereof has been rendered unfit for use during such period, the Lessee shall be at liberty to request the Lessors to provide alternative premises to the sole satisfaction of the Lessee.

In the event of any dispute or difference arising between the Lessors and the Lessee hereto concerning or relating to the interruption of these presents or the interpretation of effect of any provisions thereof or relating to the liability or obligation on the part of any of the parties hereto, the same shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (or any statutory modifications or re-enactments thereof for the time being in force) before an arbitral tribunal of three arbitrators where the Lessors (acting jointly) and the Lessee will each be entitled to appoint one arbitrator and the two arbitrators so appointed will nominate the presiding third arbitrator. The award passed by the majority of arbitrators shall be binding on the Parties. The seat of arbitration will be Bangalore and the arbitration proceedings conducted in English. The arbitral panel will award costs of the arbitration.

Subject to the preceding paragraph, the courts in Bangalore shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Lease Deed.

This Lease Deed and any other document connected to this Lease Deed between the Parties shall be governed and construed in accordance with the laws of the Republic of India.

This Lease Deed shall constitute the entire agreement and understanding with respect to the subject matter hereof and shall supersede all prior discussions, representations or agreements between the Parties.

No modification, amendment or waiver of any of the provisions of this Lease Deed shall be effective unless made in writing specifically referring to this Lease Deed and duly signed by each of the Parties.

Any notice to be issued either to the Lessee or to the Lessors shall be addressed and sent to their respective addresses mentioned Lease Deed by R.P.A.D or by certificate of posting or by personal hand delivery to the addressees of the Parties shown in this Lease Deed or by electronic mail to the following email address:

LESSORS:

Mr. Murali Mohan S.N,

residing at No. 2, 2nd Cross,

Shankarmutt Road,

Shankarapuram,

Bangalore - 560 004.

Mrs. Padmini Manjunath Bijjahalli and

Mr. Vikramaditya Bijjahalli,

residing at No. 62 Shankarmutt Road,

Shankarapuram,

Bangalore – 560 004.

residing at Sai Sadan Apartments,

Flat 4C. Saraswath Nagar,

Dargamitta, Nellore – 524 003.

Andhra Pradesh.

residing at Singh Nursing Home,

Birla Road, Kolgawan.

Satna, Madhya Pradesh.

Represented by his Power of Attorney Holder,

Mr. Shivesh Gaurav.

residing at No.29/3,

H.M Strafford, 2nd Floor,

7thCross,VasanthNagar,
Bangalore-560 052

Represented by its Authorized signatory

Mr. Amrendra Singh

Mrs. N.S. Mangala,

residing at #417,

Middle School Road,

V.V. Purama,

Bangalore – 560 004.

Mrs. N. Mallika,

residing at Bhaskar Nilaya,

#8, 9th Cross,

Kumara Park West.

Bangalore – 560 020.

LESSEE:

M/s. Cambium Networks Private Limited, its registered office at 5th Floor, Quadrant 1, Umiya Business Bay Tower 2, Outer Ring Road, Kadubeesanahalli, Varthur Hobli Road, Bangalore East Taluk, Bangalore 560037

Or

To such other address as either Party may, for this purpose have intimated to the other in writing.

SCHEDULE 'A’

(Description of the Large Property) -

All that commercially converted lands having Khata No.172/2 issued by the Bruhat Bangalore Mahanagara Palike (BBMP), comprising of lands in Survey No.10/1A, measuring 0.247 Guntas(zero point two four seven Guntas), Survey No.10/1B, measuring 1 (one) Acre and 3.745 Guntas(three point seven four five Guntas) and Survey No.10/2, measuring 13.05 Guntas(thirteen point zero five Guntas), Survey No. 10/3, Measuring 1 Acre 0.500 Guntas and Survey No.11, measuring 18.261Guntas(eighteen point two six one Guntas)in all measuring 2 (two) Acres 35.80 Guntas(thirty five point eight), with 10.4572 (ten point four five seven two Guntas) of undivided share in the internal roads and common entrance in the Cessna Business Park (out of 1 Acre 27.32 Guntas), all of them situated at Kadubeesanahalli Village, Varthur Hobli, Bangalore East Taluk and bounded as under:-

East: Internal Road;

West: Lands in Survey No.10/1B

North: Lands in Survey No.10/1A, 10/2 and 11

South: Cessna Business Park

S C H E D U L E - 'B'

(Description of part of the property sold to Mr. Chatrabhuj Bassarmal Pardhanani)

All that commercially converted lands having Khata No.172/2/1, Kadubeesanahalli, Bangalore issued by the Bruhat Bangalore Mahanagara Palike (BBMP) measuring 56,200 (fifty six thousand and two hundred)Sq. Ft of this property to Mr. Chatrabhuj Bassarmal Pardhanani along with 5075Sq. Ft. undivided share in the internal roads and common entrance in the Cessna Business Park, Comprising of Lands in Survey No. 10/1B measuring 22188 Sq. Ft., Survey No. 10/3 measuring 28,272 Sq. Ft., Survey No. 11 measuring 5760 Sq. Ft. along with 5075 Sq. Ft. undivided share in the internal roads and common entrance in the Cessna Business Park situated at Kadubeesanahalli Varthur Hobli Bangalore East Taluk and bounded as under

East : Internal Road;

West: Lands in Survey No.10/1A

North: Remaining Land of company bearing Khatha No. 172/2

South: Cessna Business Park

SCHEDULE ‘C’

(Description of the balance portion of property taken up for development)

All that piece and parcel of commercially converted land bearing Survey Nos. 10/1A, 10/3, 10/1B,10/2 measuring in all about 69,906 (sixty nine thousand nine hundred and six) square feet along with 6,313 (six thousand three hundred and thirteen) square feet and Survey No.11 measuring 76,219 (seventy six thousand two hundred and nineteen) square feet undivided share in the internal roads and common entrance in the Cessna Business Park, Comprising of Lands in situated at Kadubeesanahalli Varthur Hobli Bangalore East Taluk

East: Internal Road;

West: Lands in Survey No.10/1B

North: Lands in Survey No.10/1A, 10/2 and 11 (Business Bay –I);

South: Property belonging to Mr. Chatrabhuj Bassarmal Pardhanani

SCHEDULE ‘D’

(DEMISED PREMISES)

ALL THAT PIECE AND PARCEL of the building admeasuring 14,726 (fourteen thousand seven hundred twenty six) square feet of carpet area corresponding to 20,055 (twenty thousand fifty five) square feet of super built-up area on the 5th (fifth) Floor, quadrant 2(two) and 4(four) of the Building Umiya Business Bay – Tower 2, comprising of 8 (eight) levels (2nd to 9th Floors) of office space along with 30 (thirty) Car Parking Slots within Cessna Business Park situated on Marathahalli - Sarjapur Outer Ring Road, Bangalore East Taluk 560 037 located in the Schedule C Property.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS DEED OF LEASE AT BANGALORE ON THE DAY AND YEAR FIRST ABOVE WRITTEN.

LESSORS

Mr. Murali Mohan S.N. /s/ Murali Mohan S.N.

Mrs. Padmini Manjunath Bijjahalli and /s/ Padmini Manjunath Bijjahalli

Mr. Vikramaditya Bijjahalli. /s/ Vikramadditya Bijjahalli

Represented by his Power of Attorney Holder,

Mr. Shivesh Gaurav

Authorized SignatoryMr. Amrendra Singh

Mrs. N.S. Mangala. /s/ N.S. Mangala

Mrs. N. Mallika. /s/ N. MalLika

SIGNED SEALED AND DELIVERED by and on behalf of

Cambium Networks Private Limited

the LESSEE above named represented by its Authorised Signatory,

Mr. Biju Kunjukunju - Vice President – India Engineering Operations /s/ Biju Kunjukunju

in the presence of:

WITNESSES:

1.

2.

Annexure A

Scope of work for Maintenance Services (by the Service Provider / Developer)