EXHIBIT 10.4
TENANCY AGREEMENT FOR HONEYWELL BUILDING
PARTIES This Tenancy Agreement made the 14th day of January 0000
Xxxxxxx XXXXXXX XXXXX (XXXXXXXXX) LIMITED, a company
incorporated in Singapore with its registered office at 00
Xxxxxxx Xxxxx #00-00/00 Xxxxx Xxxxxx Xxxxxxxxx 000000, as
trustee of Ascendas Real Estate Investment Trust (hereinafter
called "the Landlord") of the one part and INFINITI SOLUTIONS
PTE LTD of 0 Xxxx Xxxxx Xxxx #00-00 XxxxXxxx Xxxxxxxxx 000000
(hereinafter called "the Tenant" which expression shall where
the context so admits include its successors and permitted
assigns) of the other part.
WITNESSETH as follows :-
DEMISE 1. In consideration of the rents payments covenants and
agreements set forth herein the Landlord hereby lets and
the Tenant hereby takes All the portion of the sixth
storey(s) of the Building known as HONEYWELL BUILDING
(hereinafter called "the Building") containing an
approximate area of
AREA OF 371.81 square metres shown (for the purpose of
PREMISES identification only) edged in red on the plan annexed
hereto and indicated as Unit #06-09 (which said portion
is hereinafter called "the Premises") for the term of
TERM twenty-four (24) months from the 15th day of February
2004 (hereinafter called "the said term") YIELDING and
PAYING therefore during the said term
RENT the rent (hereinafter called "the said rent") of Dollars
Two Thousand Two Hundred and Eighty-Six and Cents
Sixty-Three Only ($2,286.63) per month calculated at the
rate of Dollars Six and Cents Fifteen Only ($6.15) per
square metre per month to be paid, without any
deductions and in advance without demand, on the 1st day
of each month, the first of such payment to be made on
the 1st day of February 2004.
USE OF 2. The Tenant's use and occupation of the Premises shall
COMMON include the use in common with others of the common
AREA areas, parking areas, service roads, loading facilities,
sidewalks and other facilities as the Landlord may
designated from time to time, subject to the terms and
conditions of this Agreement and subject to reasonable
rules and regulations for the use thereof as the
Landlord may prescribe from time to time.
TENANT'S 3. The Tenant hereby covenants with the Landlord as
COVENANTS follows:-
TO PAY RENT (1) To pay the said rent on the days and in the manner
aforesaid.
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TO PAY SERVICE (2) To pay during the said term the sum of Dollars
CHARGE INCLUSIVE Three Thousand Seven Hundred and Eighteen and
OF CHARGES FOR Cents Ten Only ($3,718.10) per month calculated at
AIR-CONDITIONING the rate of Dollars Ten Only ($10.00) per square
OPERATING HOURS metre per month inclusive of standard
air-conditioning charges during the standard
operating hours from 8.00 am to 8.00 pm from
Mondays to Fridays and from 8.00 am to 3.00 pm on
Saturdays (Public Holidays excepted) in advance on
the same dates and in the same manner as for the
said rent as charges for services to be undertaken
by the Landlord (hereinafter referred to as "the
Service Charge") PROVIDED THAT if the cost of
services shall increase the Landlord may revise
the Service Charge and on serving a notice in
writing to the Tenant to this effect together with
reasons for such increase in Service Charge such
revised Service Charge shall be payable as from
the date specified in the said notice.
AIR-CONDITIONING (3) To pay every month in advance on the same dates
CHARGES OUTSIDE and in the same manner as for the said rent or on
STANDARD such other dates as may be notified by the
OPERATING HOURS Landlord to the Tenant, all direct operating
costs for the supply of air-conditioning to the
Premises outside the standard operating hours as
specified in Clause 3(2) hereof, such costs to be
revised by the Landlord from time to time and to
be apportioned and calculated by the Landlord and
notified to the Tenant in writing and such
notification shall be accepted by the Tenant as
final and conclusive as to the amount thereof,
save for manifest error.
SECURITY (4) (i) (a) To pay a security deposit equivalent
DEPOSIT to three (3) months' rent and Service
Charge on or before the execution of
this Agreement, or commencement of the
said term whichever is the earlier, as
security against breach of any of the
covenants herein contained which
security deposit shall be maintained
at this figure during the said term
and shall be repayable without
interest on the termination of this
tenancy subject however to an
appropriate deduction as damages in
respect of any such breach.
INCREASE IN (b) If the Service Charge has been
SERVICE CHARGE increased by the Landlord in
accordance with Clause 3(2) hereof to
increase the security stipulated in
sub-clause (i)(a) above so that it
shall be at all times be equal to
three (3) months' rent and Service
Charge.
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RENOVATION (ii) (a) To pay a cash deposit (hereinafter
DEPOSIT called "the renovation deposit") at
the rate of Dollars Ten ($10.00) per
square metre subject to a minimum sum
of $1,000.00 and a maximum sum of
$20,000.00 before the commencement of
any renovation works to the Premises
by the Tenant including any additions
or alterations to any existing
renovations as a security against any
damages incurred by reason of any
damage caused to the Premises or any
part of the Building during the course
of such renovation works. The Landlord
shall serve to the Tenant a written
notice to make good within a
stipulated time any damage caused to
the Premises and/or the Building in
the course of the renovation works. In
the event that the Tenant fails to do
so, the Landlord reserves the right
(without being under any obligation to
do so) to make good the said damage
and shall make the appropriate
deductions of the costs and expenses
incurred and arising therefrom from
the renovation deposit. Subject to an
appropriate deduction for such said
damage, the renovation deposit shall
be repayable without interest upon
completion of such renovation works
and a full and proper submission of
copies of the relevant authorities'
approvals and renovation plans to the
Landlord, including the Building
Layout Plan, the Electrical Plan, the
Fire Protection Plan, the
Air-conditioning Plan, the Plumbing &
Sanitary Plan and such other plans as
may be applicable.
(b) If the renovation deposit is
insufficient to cover the damages
incurred for purposes of making the
deductions as set out in sub-clause
(ii)(a) above, the Landlord may serve
upon the Tenant a notice in writing
specifying the amount outstanding
after such set-off of the renovation
deposit and the Tenant shall pay such
amount within 7 days from the date of
such notice.
(c) The Landlord shall have the right to
forfeit the renovation deposit if the
renovation plans referred to in
sub-clause (ii)(a) above are not
submitted within 2 months from the
date of possession of the premises.
UTILITIES (5) To arrange for and pay all charges and outgoings
BILLS whatsoever in respect of the supply of electricity
and water used by the Tenant at the Premises as
shown by the separate meters belonging thereto and
also to pay all charges for the
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use and maintenance of such meters PROVIDED ALWAYS
that subject to the prior written consent of the
Landlord such consent not to be unreasonably
withheld and to all approvals being obtained by
the Tenant from the relevant governmental and
statutory authorities the water sub-meter will be
installed in the Premises by the Tenant at his own
costs.
GST (6) To pay or to indemnify the Landlord against Goods
and Services Tax ("GST") or any tax of a similar
nature that may be substituted for it or levied in
addition to it chargeable in respect of any
payment to be made by the Tenant under the terms
and conditions herein or in respect of any payment
made by the Landlord where the Tenant agrees under
the terms and conditions herein to reimburse the
Landlord including any GST levied on any legal
costs.
ACCEPTANCE OF (7) The Tenant shall accept the Premises in its
EXISTING CONDITIONS existing state and condition, including the
structural, mechanical and electrical
specifications of the Premises.
USE OF (8) At all times to use and occupy the Premises for
PREMISES the purpose of semiconductor development
laboratory and for no other purposes whatsoever.
INFORMATION ON (9) To submit all necessary information and details as
USE AND WATER may be required by the competent authorities on
the use of the Premises stipulated in clause 3(8)
hereof and waste water discharge originating from
the Premises, to the Sewerage Department and other
relevant governmental and statutory authorities
for consideration and clearance in writing before
undertaking such use and discharge.
FLOOR LOADING (10) Not to place or allow to be placed upon the
Premises or on any of the floors in the Building
any article machinery or load in excess of 5
kiloNewtons per square metre and when required by
the Landlord to distribute any load on any part of
the floor of the Premises in accordance with the
directions and requirements of the Landlord and
not to place or allow to be placed in the goods
lifts of the Premises any article machinery or
load in excess of 3 metric tonne.
TENANTABLE (11) At all times to keep the interior of the Premises
REPAIR the flooring flooring and interior plaster and
other surface materials or rendering on walls and
ceilings and fixtures thereon and
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therein including doors windows glass locks
fastening electric wires and installations and
fittings for light and power in a clean and good
state of tenantable repair and reasonably
decorative order and condition (fair wear and tear
excepted) and to forthwith replace or repair any
part of the Premises and the fixtures and fittings
therein which shall be broken or damaged and
further if any damage is caused to the Landlord or
to any person whomsoever directly or indirectly
through the said damaged condition of any part of
the interior of the Premises the flooring and
interior plaster and other surface materials or
rendering on walls and ceilings and fixtures
thereon and therein including doors windows glass
locks fastenings electric wires and installation
and fitting for light and power the Tenant shall
be wholly responsible therefore and shall fully
indemnify the Landlord against all claims demands
actions and legal proceedings whatsoever made upon
the Landlord by any person in respect thereof.
CLEANING OF (12) To keep the Premises and every part thereof clean
DEMISED PREMISES and in a hygienic condition and to keep all pipes
drains basins sinks and water closets if any in
the Premises clean and unblocked. Any cleaners
employed by the Tenant for the purpose hereof
shall be at the sole expense and responsibility of
the Tenant and shall be subject to the prior
written approval of the Landlord which approval
shall not be unreasonably withheld. In addition
all debris and waste materials of whatever nature
including pollutants shall be disposed of by the
Tenant, daily, in a manner prescribed by the
Landlord failing which the Landlord reserves the
right (without being under any obligation to do
so) to dispose of the same and all costs and
expenses incurred by the Landlord in this respect
shall be a debt due from the Tenant to the
Landlord and shall be paid by the Tenant to the
Landlord within seven (7) days of the Landlord
notifying the Tenant of the amount thereof.
NOT TO MAKE (13) (a) Not to make or cause to be made any
ALTERATIONS alterations in or additions to the Premises
OR ADDITIONS without the prior written consent of the
Landlord such consent not to be unreasonably
withheld and the relevant governmental and
statutory authorities PROVIDED THAT on the
granting of such consent and without
prejudice to other terms and conditions
which may be imposed the Tenant shall place
with the Landlord a deposit equivalent to
such amount as the Landlord may deem
sufficient for the reinstatement of the
Premises or any part of the Building to its
original condition in respect of major
structures erected by
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the Tenant. In the event of such consents
being given to carry out at the Tenant's own
cost and expense such alterations or
additions with such material and in such
manner and at such time(s) as shall be
approved by the Landlord.
(b) Without prejudice to sub-clause (a) above,
the Tenant shall have the right to install
any decorations in the Premises PROVIDED
ALWAYS THAT such decorations do not require
any approval from the relevant government
authorities and are consistent with the
general aesthetics of the Building.
NOT TO MODIFY (14) Not to modify any existing electrical wiring or
ELECTRICAL modify or replace any existing fire alarm fixtures
INSTALLATIONS and fittings or affix or install any further or
additional electrical and fire alarm wiring
extensions in or about the Premises without the
written consent of the Landlord and the relevant
governmental and statutory authorities having been
first obtained and PROVIDED FURTHER that all such
work shall be carried out by a licensed electrical
contractor or competent person as reasonably
approved by the Landlord to be employed and paid
by the Tenant who shall ensure as part of the work
that the existing circuits and equipment are not
overloaded or unbalanced. Prior to any electrical
and fire alarm installation or modification work,
the Tenant shall submit the necessary plans to the
Landlord and the relevant governmental and
statutory authorities for approval, such approval
by the Landlord not to be unreasonably withheld.
INSTALLATION (15) Subject to all approvals being obtained by the
OF ELECTRICAL Tenant from the relevant authorities, to install
AND OTHER at the Tenant's own costs and expense all
APPLIANCES electrical or other appliances including telephone
and teleprinters (as the Tenant may require) in
such manner that the wires shall not run across
the floor or ceiling or along the walls of the
Premises so s to be visible in the Premises but
shall be concealed in metal conduits and if
running along the floor shall be concealed in the
ducts in the underfloor trunking.
NOTICE OF (16) Without prejudice to Clause 3(11) hereof to give
DAMAGE notice forthwith to the Landlord of any damage
that may occur to the Premises and of any accident
to or defect in the water pipes gas pipes
electrical wiring air-conditioning ducts or any
other fittings, fixtures or other facility
therein.
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INTERNAL (17) Subject to the prior written consent of the
FITTINGS Landlord such consent not to be unreasonably
withheld and to all approvals being obtained by
the Tenant from the relevant authorities to carry
out within the Premises at the Tenant's own cost
and expense all fittings and works which are not
provided by the Landlord including all or any of
the following as may be necessary:-
(i) partitioning within the Premises;
(ii) installation of all necessary
air-conditioning distribution ducts
connecting the same to the main
air-conditioning ducts of the Building;
(iii) installation of all necessary electrical
wiring conduits fittings and fixtures;
(iv) provision of interior plaster or other
materials or rendering on walls floors and
ceiling, and
(v) where water or gas is to be supplied to the
Premises, installation of water and other
pipes apparatus fittings fixtures and all
necessary
All debris and waste materials of whatever nature
resulting from the aforesaid works shall be
disposed of by the Tenant in a manner prescribed
by the Landlord by way of written notice served on
the Tenant and in the event that the same is not
performed and completed by the Tenant within the
stipulated time as stated in the said written
notice, the Landlord reserves the right (without
being under any obligation to do so) to dispose of
the same and all costs and expenses incurred by
the Landlord in this respect shall be a debt due
from the Tenant to the Landlord and shall be paid
by the Tenant to the Landlord within seven (7)
days of the Landlord's written notification to the
Tenant of the amount thereof.
FEES OF (18) The fees of any architect engineer or other
ARCHITECTS consultant employed by the Landlord for the
ENGINEERS, ETC purpose of considering and approving any plans
specifications materials and all works carried out
by the Tenant and all other costs, charges and
expenses incurred by the Landlord in connection
therewith shall be a debt due from the Tenant to
the Landlord and shall be paid by the Tenant to
the Landlord within seven (7) days of the Landlord
notifying the Tenant of the amount thereof in
writing. No delay in carrying out and completing
all or any of the said works (including
installations of telephones and teleprinters) in
at or about the Premises, whether caused by any
governmental and/or
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statutory authorities or otherwise shall be a
ground for postponing the commencement of the term
hereby created or relieve in any way the Tenant
from the performance and observance of the
covenants conditions and stipulations herein
contained and on his part to be performed and
observed.
TO PERMIT (19) To permit the Landlord or its agents with or
ENTRY TO VIEW without workmen or others with all necessary
CONDITION appliances and tools to enter upon the Premises or
any part thereof by prior notice, except in cases
of emergency, to take inventories at all
reasonable times to take inventories of the
Landlord's fixtures and fittings therein to view
the condition thereof and examine the state of
repair of the Premises and thereupon the Landlord
may serve upon the Tenant notice in writing
specifying any work or repairs necessary to be
done which are the responsibility of the Tenant
under the terms of this Agreement and require the
Tenant forthwith to execute the same and the
Tenant shall pay the Landlord's reasonable costs
of survey and attending to the preparation of the
notice and if the Tenant shall not within ten days
after the service of such notice proceed
diligently and in workmanlike manner with the
execution of such work or repairs then to permit
the Landlord (who shall not be under any
obligation to do so) to enter upon the Premises
and execute such work or repairs and the cost
thereof shall be a debt due from the Tenant to the
Landlord and be forthwith recoverable PROVIDED
ALWAYS that the Landlord shall not be liable to
the Tenant for any loss damage or inconvenience
caused by such work or repairs.
TO BEAR (20) The Tenant shall be liable to the Landlord for any
LOSSES AND damage or deterioration caused directly or
DAMAGES indirectly by the Tenant's activities to the
Premises and the Building or any part thereof or
to any of the Landlord's property including
equipment fixtures wiring and piping above or
below ground and shall bear the costs of repairs
thereof and shall also be liable for any injury or
damage caused to any person or property if such
damage or injury is due to or arises from any act
default or negligence of the Tenant or the
servants agents employees or licensees or invitees
of the Tenant or any person who is authorized
expressly or impliedly by the Tenant to enter into
the Premises or the Building or any part thereof
and the Tenant shall indemnify and keep the
Landlord fully and effectively indemnified from
and against all demands actions costs claims and
liabilities whatsoever in respect of any injury or
damage so caused.
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TO PERMIT (21) To permit the Landlord his agents or workmen and
ENTRY TO others, by prior notice, except in the case of
REPAIR emergency, to enter the Premises to carry out any
improvement works including fire safety and
compartmentation works at the Premises or to do
structural or external repairs and execute such
work as may be necessary to the Premises or to
other portions of the Building of which it may
form a part not conveniently accessible otherwise
than from or through the Premises PROVIDED ALWAYS
that the Landlord shall not be liable to the
Tenant for any loss damage or inconvenience caused
thereby.
TO REMOVE (22) In complying with Clause 3(19) and Clause 3(21)
INSTALLATOINS hereof and if so required by the Landlord, through
a notice to the Tenant, except in cases of
emergency, to remove such installation, machinery
or any article to permit the Landlord to execute
the said repairs and works and if the Tenant shall
fail to observe or perform this covenant the
Landlord shall remove the same and all costs and
expenses incurred thereby shall be recoverable
from the Tenant as a debt PROVIDED ALWAYS that the
Landlord shall not be liable to the Tenant for any
loss damage or inconvenience caused by such
removal.
DISPOSAL OF (23) Not to discharge, dump, leave or burn nor to cause
WASTE or permit the discharging, dumping leaving or
burning of any waste including but not limited to
pollutants into surface or other drains or any
water course or in or upon any part of the
Premises and/or the Building but at the Tenant's
own cost and expense to make good and sufficient
provision for the safe and efficient disposal of
all waste generated at the Premises and/or the
Building to the requirements and satisfaction of
the Landlord and/or relevant governmental and
statutory authorities PROVIDED THAT in the event
of any default by the Tenant under this covenant
the Landlord may carry out such remedial measures
as it thinks necessary and all costs and expenses
incurred thereby shall forthwith be recoverable
from the Tenant as a debt.
TO MAINTAIN (24) (i) To provide and maintain refuse receptacles
REFUSE for all waste and refuse produced at the
RECEPTACLES Premises in connection with the Tenant's
operations and in conformity with the
requirements and standards prescribed by the
Competent Authority and to keep the same out
of sight of the public during the hours of
business and to transfer such waste and
refuse in suitable receptacles to such area
and at such times each day as may be
reasonably prescribed by the Landlord.
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LITTERING (ii) Not to litter or permit any littering in the
common areas in or around the Premises
and/or the Building.
PROHIBITED (25) Not to store in or bring upon any part of the
USES Premises or the Building or common areas any
chemicals or any arms ammunition or unlawful goods
or any explosive, toxic or combustible substance
or any substance of a dangerous nature or to use
the Premises or any part thereof for the storage
or cooking of food or to permit or suffer anyone
to sleep or reside therein or to permit any
auction sale to take place therein or thereat or
to use the Premises for any illegal or immoral
purpose.
NOT TO KEEP (26) Not to keep or allow to be kept livestock or other
ANIMALS animals at the Premises.
NOT TO RENDER (27) Not to do or suffer to be done on or in the
INSURANCE VOID OR Premises or the Building anything whereby the
VOIDABLE insurance of the Premises or of the Building or
any part thereof may be rendered void or voidable
or whereby the premium thereon may be increased
and to repay to the Landlord on demand all sums
paid by the Landlord by way of increased premium
and all expenses incurred by the Landlord in
connection with insurance rendered necessary by a
breach or non-observance of this covenant by the
Tenant without prejudice to any other rights and
remedies available to the Landlord.
NUISANCE (28) Not to do or permit or suffer to be done anything
in or upon the Premises or any part of the
Building which in the reasonable opinion of the
Landlord is a nuisance or cause annoyance to or in
any way interfere with the business or the quiet
or comfort of the other occupants of the Building
and on a written notice being served on the
Premises by the Landlord requiring the abatement
of any nuisance caused by vibration, noise or
offensive smell or by undue emission of smoke,
vapour or duct, the Tenant shall forthwith after
service of such notice xxxxx such nuisance
PROVIDED THAT the Landlord shall not be
responsible to the Tenant for any loss, damage or
inconvenience as a result of nuisance, annoyance
or any interference whatsoever caused by the other
occupants of the Building.
NOT TO CAUSE (29) Not to cause any obstruction in or on the
OBSTRUCTOIN approaches private roads or passage way adjacent
to or leading to the Building by leaving or
PARKING OF parking or permitting to be left or parked any
motor vehicle or other carriages belonging to or
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VEHICLES used by the Tenant or by any of their friends
servants or visitors. And also to observe all
regulations made by the Landlord relating to the
parking of such vehicles or carriages and to pay
such car park charges as may be imposed by the
Landlord.
SIGNS, (30) (i) Not to affix erect attach paint or exhibit
UNSIGHTLY or permit to be affixed erected painted r
OBJECT exhibited in or about any part of the
Building or the exterior walls of the
Premises or on or through the windows or
doors thereof any placard poster notice
advertisement name plate or sign or
announcement flag-staff air-conditioning
unit television or wireless mast or aerial
or any other things whatsoever save and
except such as shall have been previously
approved in writing by the Landlord such
approval not to be unreasonably withheld in
accordance with a standard design laid down
by the Landlord.
WINDOWS (ii) To keep the windows of the Premises closed
at all times so as to maintain an efficient
air-conditioning system and not to erect or
install thereon or on any glass panel or
elsewhere any sign device furnishing
ornament or object which is visible from
outside the Premises and which, in the
opinion of the Landlord, is incongruous or
unsightly or may detract from the general
appearance of the Building.
OBSTRUCTION (31) Not to cover or obstruct or permit to be covered
OF LIGHT or obstructed in any manner or by an article or
thing other than approved by the Landlord such
approval not to be unreasonably withheld the
windows, sky-lights or ventilating shafts or
air-inlets or outlets which reflect or admit light
or enable air to flow into or out of the Premises
or any part of the Building.
USE OF (32) (i) Not to place or take into the passenger
LIFTS lifts any baggage furniture parcels sacks
bags heavy articles or other goods or
merchandise save only light articles.
(ii) To use the service lift(s) provided for the
Building in a manner prescribed by the
Landlord.
NOT TO CAUSE (33) Not to cause any obstruction of any kind to the
OBSTRUCTION common stairways passageways and other common
parts of or accesses to the Premises or the
Building of which the Premises forms part of
including the apron of the Premises or the
Building thereof and upon the Landlord serving a
notice to the Tenant to remove such obstruction,
the Tenant
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shall do so failing which the Landlord shall the
the fully right and liberty and absolute
discretion to remove and clear any such
obstruction and all costs and expenses incurred
thereby shall be recoverable from the Tenant as a
debt AND PROVIDED THAT :-
(a) At all times the Landlord shall not be
liable to the Tenant or any third party for
any loss damage or inconvenience caused by
such removal and the Tenant hereby
indemnifies and shall keep the Landlord
indemnified in this respect; and
(b) The Tenant shall indemnify and keep
indemnified the Landlord from and against:-
(i) any fines imposed by the relevant
authorities;
(ii) all claims and demands made by any
third party against the Landlord; and
(iii) all loss and damage to the Landlord
arising from any such obstruction.
MACHINERY (34) Not without the Landlord's prior written consent
such consent not to be unreasonably withheld to
bring or allow to be brought on to the Premises or
any part of the Building used in common with the
Landlord and other Tenants any machines or
machinery save and except typewriters and such
machinery and equipment as are required for the
business of the Tenant subject to the other
provisions herein contained.
FOOD AND (35) Not without the prior written consent of the
DIRNK Landlord such consent not to be unreasonably
withheld to permit any vendors of food or drink or
the servants or agents of such vendors to bring on
to the Premises or any part thereof or on to the
Building or any part thereof food or drink for the
consumption by the occupiers of the Premises save
and except contractors who have been given the
right by the Landlord to provide food and drink
service for the occupiers of the Premises.
UNAUTHORISED (36) (i) Not to install or cause or permit to be
INSTALLATIONS installed any air- conditioning mechanical
ventilation or any machinery, apparatus,
fixtures or fittings or extend, supplement,
replace or modify the same or any existing
air-conditioning, mechanical ventilation,
machinery, apparatus, fixtures or fittings
in or about the Premises without the prior
consent in
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writing of the Landlord such consent not to
be unreasonably withheld and the relevant
governmental and statutory authorities
PROVIDED THAT :-
(a) prior to the commencement of all such
work as shall be permitted the Tenant
shall submit to the Landlord and
relevant governmental and statutory
authorities for their approval,
appropriate layout and detailed plans,
including design calculations, if any,
and if so required, separate detailed
building envelop plans and
calculations on Overall Thermal
Transfer Value (OTTV) of the Premises;
and
(b) all such plans and calculations shall
be prepared, and all such works as
shall be permitted shall be carried
out by professional or competent
persons as approved by the Landlord
such approval not to be unreasonably
withheld and employed by the Tenant at
his own cost and expense.
(ii) Without prejudice to the generality of
sub-clause (i) above, the Tenant shall
install its air-conditioning units/equipment
only in such areas in or around the Premises
and in such manner as permitted by the
Landlord.
PRECAUTIONS (37) To keep the Premises and all fixtures, fittings,
AGAINST FIRE installations and appliances therein in a safe
condition by adopting all necessary measures to
prevent any outbreak or occurrence of fire in the
Premises and upon written notice form the
Landlord, to comply with such requirements as the
Landlord may it is discretion stipulate as to fire
precautions relating to the Premises.
NOT TO ASSIGN (38) Not to assign sublet grant a licence or part with
OR SUBLET or share the possession of the Premises or any
part thereof without first obtaining the written
consent of the Landlord such consent not to be
unreasonably withheld, which consent if granted
shall be subject to such terms and conditions as
the Landlord may think fit to impose.
NOT TO (39) Not to do or omit or suffer to be done or omitted
CONTRAVENE ANY any act matter or thing in or on the Premises
WRITTEN LAW and/or in respect of the respect of the business
trade or industry carried out or conducted therein
which shall contravene the provisions of any laws
rules or regulations now or hereafter affecting
the same and at all times hereafter to indemnify
and keep indemnified the Landlord against all
actions, proceedings,
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costs, expenses, claims, fines, losses, penalties
and demands in respect of any act matter or thing
done or omitted to be done in contravention of the
said provisions.
TO INSTALL (40) To install where necessary and at the Tenant's own
EXIT LIGHTS, ETC cost and expense to maintain exit lights and exit
signs at staircases, exit passage ways and the
exits of the Premises in accordance with the
requirements of the Building Control Division and
other relevant governmental and statutory
authorities.
ELECTRICAL (41) (i) Without prejudice to the generality of
INSTALLATIONS Clause 3(14) to install electrical switch
board wiring and equipment to the Premises
including the following electrical
protective devices, all at the Tenant's own
expense to the approval of the Landlord
(a) Overcurrent protective devices in
Landlord's Switch Room;
(b) Overcurrent and earth-leakage
protective devices in the Premises,
PROVIDED THAT, it shall be the
responsibility of the Tenant to keep all or
any of the aforesaid switch board wiring,
equipment and devices installed by the
Tenant in good condition at all times and
the Landlord shall grant the Tenant access
and furnish plans and drawing which are in
the Landlord's possession (if required and
at the Tenant's own cost and expense) for
such works.
WATER SUPPLY (ii) To install water meter(s) and carry out all
plumbing works in or around the Premises
and/or the Building at the Tenant's own cost
subject to the prior approval in writing, of
the Landlord and relevant governmental and
statutory authorities.
FIRE (42) Without prejudice to the generality of Clauses
PROTECTION 3(14) and 3(41) to carry out such modification
INSTALLATIONS work on the existing fire alarm wiring, heat
detectors and fixtures in the Premises as shall be
necessary to suit to the Tenant's operations, any
addition or alterations made to the Premises by
the Tenant and as may be required by the relevant
authorities in respect thereof, including the
installation of additional wiring and connections
of the heat detectors and fixtures to the
Landlord's common fire alarm system, to the
approval of the Landlord and all at the Tenant's
own expense PROVIDED THAT:
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(a) The Tenant shall submit the necessary fire
alarm drawings of the Premises, indicating
the existing fixtures, the proposed
modifications and the layout of the Tenant's
machinery for the written approval of the
Landlord prior to the commencement of the
modification work.
(b) The Tenant shall ensure that the existing
fire alarm wiring, heat detectors and
fixtures and any additional wiring and
fixtures installed by the Tenant in the
Premises are serviced regularly and in good
condition at all times including the payment
of any fee(s) in connection with the
servicing and maintenance work.
(c) Any item of replacement required for the
effective maintenance of the fire alarm
wiring, heat detectors and fixtures shall be
of a quality and have an operational
characteristic similar to the item to be
replaced and shall be subject to the written
approval of the Landlord. The Tenant shall
be required to replace any items of
dissimilar quality and operational
characteristic found in use.
TO OBSERVE (43) To observe and perform and to cause all his
RULES & employees independent contractors agents invitees
REGULATONS and licensees to observe and perform all the rules
and regulations made by the Landlord for the
proper management of the Building and notified in
writing by the Landlord to the Tenant from time to
time. Provided Always that the Landlord shall not
be liable to the Tenant in any way for violation
of the rules and regulations by any persons
including other Tenants of the Building or the
employees independent contractors agents visitors
invitees or licensees thereof and Provided Further
that nothing herein shall be construed to extend
to gross negligence or willful misconduct on the
part of the Landlord.
LICENCES (44) To obtain and maintain in full force and effect at
AND APPROVALS the Tenant's own expense all relevant licenses and
approvals (including but not limited to clearance
from the Head, Pollution Control Department and
all other relevant authorities) which are
necessary for use of the Premises and to comply
with all statutes, orders, rules, regulations and
by-laws as may from time to time be imposed
regarding the use of the Premises and the
operation of the Tenant's business.
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PERMISSION (45) At all times during the three calendar months
TO ENTER immediately preceding the determination of the
AND VIEW said term to permit intending tenants and others
with written authority from the Landlord or its
agents at reasonable times of the day and by prior
notice to view the Premises.
TO SURRENDER (46) At the determination of the said term by expiry or
PREMISES otherwise to yield up the Premises and all
Landlord's fixtures and fittings fastenings or
appurtenances in such good and substantial repair
(fair wear and tear excepted) as shall be in
accordance with the covenants of the Tenant
hereinbefore contained and with all locks and key
complete.
TO REDECORATE (47) Immediately prior to the determination of the said
term or nay renewal thereof as the case may be to
restore the Premises in all respects to its
original state and condition (fair wear and tear
excepted) and if so required by the Landlord to
redecorate including painting the interior thereof
to the satisfaction of the Landlord PROVIDED
ALWAYS that if the Tenant shall fail to observe or
perform this covenant the Landlord shall execute
such works for the said restoration and
redecoration and recover the cost thereof from the
Tenant together with all rent and Service Charge
and other amounts which the Landlord would have
been entitled to receive from the Tenant had the
period within which such restoration and
redecoration is effected by the Landlord been
added to the said term.
INTEREST ON (48) To pay interest at the rate of 10% per annum or
LATE PAYMENT such higher rate as may be determined from time to
time by the Landlord in respect of any outstanding
amount payable under this Agreement from the date
such amount becomes due until payment in full is
received by the Landlord.
NOT TO CAUSE (49) Not to install and/or use any electrical
ELECTRICAL OR installations, machines or apparatus that may
MECHANICAL cause or causes heavy power surge, high frequency
INTERFERENCE, ETC voltage and current, air-borne noise, vibration or
any electrical or mechanical interference or
disturbance whatsoever which may prevent or
prevents in any way the service or use of any
communication system or affects the operation of
other equipment, installations, machinery,
apparatus or plants of other Tenants and in
connection therewith, to allow the Landlord or any
authorized persons to inspect with prior notice,
except in cases of emergency, such installation,
machine or apparatus in the Premises to determine
the source of the interference
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or disturbance and thereupon, to take suitable
measures, at the Tenant's own expenses, to
eliminate or reduce such interference or
disturbance to the Landlord's satisfaction, if it
is found by the Landlord or such authorized person
that the Tenant's electrical installation, machine
or apparatus is causing or contributing to the
said interference or disturbance.
TO INDEMNIFY (50) To indemnify the Landlord against any claims,
proceedings, action, losses, penalties, damages,
expenses, costs, demands which may arise in
connection with clause 2(49) above.
TO PERFORM (51) (i) To perform an observe all the obligations
AND OBSERVE other than those relating to the structure
OBLIGATIONS of the Premises which the Landlord of the
Premises may be liable to perform or observe
during the said term by any direction or
requirement of any public or local authority
and if the Tenant shall fail to observe or
perform this covenant the Landlord may in
its absolute discretion perform the same and
all expenses and costs incurred thereby
shall be recoverable from the Tenant as a
debt PROVIDED ALWAYS that the Landlord shall
not be liable to the Tenant for any loss
damage or inconvenience caused thereby.
(ii) Should the Tenant receive any notice from
the government or any statutory, public or
municipal authority with respect to the
Premises to forthwith give notice thereof in
writing to the Landlord.
UTILIZATION (52) To ensure compliance with the Guidelines for
OF SPACE Business Park Development in respect of
utilization of space and permitted activities as
may be set out by the Urban Redevelopment
Authority from time to time.
THERMAL (53) Without prejudice to Clause 3(8) hereof and
INSTALLATION subject to the prior written approval of the
Landlord such approval not to be unreasonably
withheld and the relevant governmental and
statutory authorities, to provide adequate thermal
insulation to the floor, ceiling and the walls of
the rooms, if the rooms are used for purposes
requiring low temperature air conditioning or
cooling that would result in moisture condensation
on the external, ceiling or floor within or
outside the Premises.
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LANDLORD'S 4. The Landlord hereby covenants with the Tenant as
COVENANTS follows:-
(1) So far as is practicable but subject as
hereinafter set out:
(i) To provide:
(a) Lift services;
(b) Air-conditioning services as specified
in Clause 3(2) hereof:
(c) Electricity for the lighting of the
passages corridors toilets and other
parts of the Building used by the
Tenant in common with others;
(d) Water for the common toilets (except
those within the Premises) in the
Building
(ii) To keep the roof main drains and pipes all
external walls and all common areas of the
Building including the entrances corridors
passages stairways landings car-parks lifts
and common toilets clean and in good repair
including repainting and redecorating of the
same or any part thereof at such times and
in such manner as the Landlord in its
absolute discretion may consider necessary.
(iii) To keep the lifts staircases landings and
such common areas as aforesaid well and
sufficiently cleaned and lighted and to keep
the lifts in proper working order and to
provide security services for the Building.
(iv) PROVIDED ALWAYS that the Landlord shall not
e liable for any loss the Tenant may sustain
by reason of any damage or injury caused by
or in consequence of any breakage of or
defects in any of the equipment pipes wire
or other apparatus so provided by the
Landlord.
TO INSURE (2) To keep the Building insured against loss or
damage by fire and in the event of such loss or
damage (unless resulting from some act or default
of the Tenant) to rebuild and reinstate the
damaged part of the Building PROVIDED THAT and it
is expressly agreed and understood that the term
"loss or damage by fire" as used in this clause do
not include any loss or damage caused to the
Tenant's fixtures or loss due to the Premises
being rendered out of commission and in any such
event the Landlord shall not be held liable for
any such loss or damage sustained by the Tenant.
QUIET (3) That the Tenant paying the rent and observing and
ENJOYMENT performing the several covenants and stipulations
on its part herein contained shall during the said
term quietly enjoy the
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Premises without any interruption by the Landlord
or any person or persons lawfully claiming under
or in trust for him.
GENERAL 5. PROVIDED ALWAYS and it is hereby agreed as follows:-
RIGHT OF (1) If the rent hereby reserved or any part thereof
RE-ENTRY shall at any time be unpaid for fourteen (14) days
after becoming payable (whether formally demanded
or not) or if the Tenant shall fail to observe or
perform any covenant or stipulation on its part
herein contained subject to the Tenant's right to
notice and rectification as may be provided by the
Landlord (except in cases of emergency) or if the
Tenant shall make any assignment for the benefit
of its creditors or enter into any arrangement
with its creditors by composition or otherwise or
suffer any distress or attachment or execution to
be levied against its goods or if the Tenant being
a company shall enter into liquidation whether
compulsory or voluntary (save for the purpose of
reconstruction or amalgamation) or being an
individual shall have a receiving order or an
adjudicating order made against him then and in
any of such cases it shall be lawful for the
Landlord at any time thereafter to re-enter upon
the Premises or any part thereof in the name of
the whole and thereupon this Tenancy shall
absolutely determine but without prejudice to the
rights of action of the Landlord in respect of any
breach of the covenants on the part of the Tenant
herein contained.
REMOVAL OF (2) Upon the expiration or sooner determination of the
GOODS term hereby created or any extension or renewal
thereof or upon the Landlord becoming entitled to
re-enter the Premises pursuant to any provisions
of this Agreement, the Tenant shall remove from
the Premises all goods (which expression shall
include personal property of every description)
which may be thereupon or therein and in default
thereof, the Landlord shall be at liberty (but
shall not be obliged) to remove all such goods
from the Premises and without limiting the
generality of the foregoing, the Landlord shall be
deemed to have the authority of the Tenant to
store such goods at the expense of the Tenant in
such place or places as the Landlord may think
fit. The Landlord shall not be liable for any loss
or damage whatsoever in respect of such goods
which shall be at the Tenant's risk and expense at
all times. All costs and expenses incurred by the
Landlord in effecting such removal and storage
shall be a debt due from the Tenant to the
Landlord and shall be paid by the Tenant to the
Landlord within seven (7) days of the Landlord
notifying the Tenant in writing of the amount
thereof, and
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until payment the Landlord shall have a lien on
such goods. If such costs and expenses are not
paid by the Tenant, the Landlord shall be entitled
to sell such goods in any manner as the Landlord
may think fit, and recover from the sale proceeds,
all such costs and expenses, including the
expenses of the sale, and the Landlord shall not
be responsible for any loss or damage howsoever
arising from such sale.
UNTENANTABILITY (3) In the event of the Premises or any part thereof
or the Building or any part thereof at any time
during the term hereby created being so damaged or
destroyed by fire act of God or other cause beyond
the control of the Landlord as to render the
Premises unfit for use or access hereto impossible
for a period of more than one (1) month (except
where such damage or destruction has been caused
by the default or negligence of the Tenant or his
servants or agents) the rent hereby covenanted to
be paid or a fair proportion thereof according to
the nature and extent of the damage sustained
shall be suspended until the Premises shall again
be rendered fit for occupation and use or until
access thereto may be obtained as the case may be
and any dispute concerning this Clause shall be
referred to arbitration in accordance with the
Arbitration Act (Cap 10) or any statutory
modification or re-enactment thereof for the time
being in force.
HOLDING OVER (4) If the unfitness of the Premises or the
inaccessibility thereto as aforesaid shall
continue for a period of more than two (2) months
either the Landlord or the Tenant shall be at
liberty by notice in writing to determine the term
hereby created and upon such notice being given
the term hereby granted shall absolutely cease and
determine but without prejudice to any right of
action of the Landlord or the Tenant in respect of
any antecedent breach of this Agreement by the
Tenant or the Landlord as the case may be.
LANDLORD NOT (5) Notwithstanding anything herein contained the
LIABLE FOR Landlord shall not be liable to the Tenant nor
INTERRUPTION shall the Tenant have any claim against the
OF SERVICES Landlord in respect of any loss, injury, damage or
inconvenience, including electrical or mechanical
interference, occasioned by:
(a) any interruption in any of the services
provided by the Landlord by reason of
necessary repair or maintenance of any
installations or apparatus or damage thereto
or destruction thereof by fire water riot
act of God or other cause beyond the
Landlord's
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control or by reason of mechanical or other
defect or breakdown or other inclement
conditions or unavoidable shortage of
manpower fuel materials electricity or water
or labour disputes.
(b) any act omission default misconduct or
negligence of any other tenant or occupier
of the Building or its servant or employee.
(c) any leakage of the piping wiring and
sprinkler system in the Premises or the
Building and/or any defect in the structure
of the Premises or the Building.
LANDLORD NOT (6) The Landlord shall be under no liability either to
LIABLE FOR the Tenant or to others who may be permitted to
ACCIDENTS enter or use the Premises or the Building or any
part thereof for accidents happening or injuries
sustained or for loss of or damage to property in
the Premises or the Building or any part thereof
and Provided Further That nothing herein shall be
construed to extend to gross negligence or willful
misconduct on the part of the Landlord.
OUTER DOORS (7) The Landlord shall be entitled to close the outer
OF BUILDINGS doors of the Building and keep the same closed and
locked after 10 pm and before 7 am on Mondays to
Saturdays and on Sundays and gazetted public
holidays the Landlord may keep the outer doors
closed all day. The Tenant and all others shall
not without obtaining special permission from the
Landlord such permission not to be unreasonably
withheld enter the Premises on Sundays or gazetted
public holidays or after 10 pm and before 7 am on
Mondays to Saturdays. The aforesaid hours are
subject to change as may from time to time be
decided by the Landlord and notified to the
Tenant. The Tenant shall however have access to
the Building via its main doors throughout the
said term subject to the Landlord's reasonable
rules and regulations relating to after hour
access.
LOADING AND (8) All loading and unloading carried out by the
UNLOADING Tenant shall only be effected at such location(s)
as designated by the Landlord from time to time.
WEIGHT AND (9) The Landlord shall in all cases retain and have
STESSES the power to prescribe the weight and proper
position of all iron or steel safes and other
heavy equipment articles or goods whatsoever and
any or all damage caused to the Building or any
part thereof or to the common areas by the Tenant
or
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anyone on the Tenant's behalf by taking in or
putting out a safe furniture goods or other
articles or during the time such are in the
Building shall be made good by the Tenant or by
the Landlord at the sole expense of the Tenant.
The Tenant shall pay to the Landlord the amount of
such damage made good by the Landlord within seven
(7) days of the Landlord notifying in writing the
Tenant of the amount thereof.
RENEWAL OF (10) That the Landlord will on the written request of
TENANCY the Tenant made not less than three (3) months
before the expiration of the term hereby created
and if there shall not at the time of such request
be any existing breach or non-observance of any of
the covenants on the part of the Tenant
hereinbefore contained at the expense of the
Tenant grant to the Tenant a tenancy of the
Premises for a further term of twenty-four (24)
months from the expiration of the said term at the
prevailing market rent and containing the like
covenants and conditions as are herein contained
or such variations or modifications thereof
together with other terms which may be imposed by
the Landlord with the exception of the present
covenant for renewal.
SERVICE OF (11) (i) Any notice requiring to be served hereunder
NOTICE shall be sufficiently served on the Tenant
if left addressed to it at the Premises or
forwarded to it by registered post to its
last known place of business and shall be
sufficiently served on the Landlord if
addressed to it and sent by registered post
to the Registered Office.
SERVICE OF (ii) In the event of any action in respect of the
ORIGINATING tenancy created herein (including any action
PROCESS for the recovery of the rent and/or Service
Charge herein reserved) the Tenant agrees
and accepts that the originating process
shall be sufficiently served on the Tenant
if left addressed to it at the address
specified in this Agreement or if left
posted upon a conspicuous part of the
Premises or forwarded to it by post at its
last known place of business.
RECEIPT OF MAIL (12) Letters or parcels whether registered or otherwise
and telegrams or keys received by any servants of
the Landlord on behalf of the Tenant will be
received solely at the risk of the Tenant.
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WAIVER NOT TO (13) No waiver expressed or implied by the Landlord of
PREJUDICE RIGHTS any breach of any covenant, condition or duty of
the Tenant shall be construed as a waiver of any
subsequent or other breach of the same or any
other covenant, condition or duty and shall not
prejudice in any way the rights, powers and
remedies of the Landlord herein contained. Any
acceptance of rent and/or Service Charge shall not
be deemed to operate as a waiver by the Landlord
of any right to proceed against the Tenant of any
of its obligations hereunder.
RIGHT TO LET (14) The Landlord shall be entitled to let any other
part or parts of the Building subject to any terms
or conditions the Landlord may think fit and
nothing herein contained shall be deemed to create
a letting scheme for the Building or any part
thereof and neither the Tenant nor the persons
deriving title under the Tenant shall have the
benefit of or the right to enforce or to have
enforced or to prevent the release or modification
of any covenant agreement or conditions entered
into by any present or future tenant.
CHARGES (15) The Tenant shall pay all costs disbursements fees
RELATING TO and charges legal or otherwise including stamp
DOCUMENT and/or registration fees in connection with the
preparation Stamping and issue of this Agreement
and any prior accompanying or future documents or
deeds supplementary collateral or in any way
relating to this Agreement.
ALL OTHER (16) The Tenant shall pay all costs and fees legal or
CHARGES otherwise including costs as between solicitor and
client in connection with the enforcement of the
covenants and conditions of this Agreement. For
the purposes of the recovery of any sums due to
the Landlord by the Tenant under this Agreement,
all such sums including Service Charge, GST,
interest and costs shall be deemed as rental and
recoverable as a debt from the Tenant under the
provisions of the Distress Act (Cap. 84).
MARGINAL (17) The marginal notes hereto are inserted for
NOTES convenience of reference only and shall not in any
way define, limit, construe or describe the scope
or intent of the clauses of this Agreement or in
any way affect this Agreement.
EXCLUSION (18) The covenants provisions terms and agreements
OF IMPLIED herein cover and comprise the whole of the
TERMS, ETC agreement between the parties hereto or their
appointed agents and the parties hereto expressly
agree and declare that no further or other
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covenants agreements provisions or terms save for
those contained in the Landlord's Letter of Offer
and letters supplemental thereto whether in
respect of the Premises or otherwise shall be
deemed to be implied herein or to arise between
the parties hereto by way of collateral or other
agreement by reason of any promise representation
warranty or undertaking given or made by either
party hereto to the other party on or prior to
execution hereof and the existence of any such
implication or collateral or other agreement is
hereby negatived.
GOVERNING LAW (19) This Agreement shall be governed by and construed
in accordance with the laws of Singapore.
ILLEGALITY, (20) The illegality, invalidity or unenforceability of
INVALIDITY, any provision of this Agreement under the law or
UNENFORCEABILITY any jurisdiction shall not effect the legality,
OF PROVISION validity or enforceability of any other provision.
IN AGREEMENT
LIMITATION OF (21) It is hereby agreed and acknowledged that the
LIABILITY Landlord is entering into this Agreement in its
capacity as trustee of Ascendas Real Estate
Investment Trust ("A-REIT") and not in its
personal capacity. As such, any liability incurred
by the Landlord and any indemnity to be given by
the Landlord hereunder shall be limited to the
assets of A-REIT over which the Landlord has
recourse.
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IN WITNESS WHEREOF the parties hereto have hereunto set their hands
and/or seals the day and the year first above written.
SIGNED BY : )
)
)
)
)
For and on behalf of the )
BERMUDA TRUST (SINGAPORE) LIMITED )
AS TRUSTEE OF ASCENDAS REAL ESTATE ) /s/ Xxxxxxx Xxxx
INVESTMENT TRUST ) -------------------------------
) Signature
)
)
in the presence of : ) /s/ Xxxxxx Xxx
-------------------------------
Signature of Witness
SIGNED BY : )
)
)
Xxxxxxxx Xxxxx )
CEO )
) /s/ Xxxxxxxx Xxxxx
For and on behalf of ) ------------------------------
) Signature of Director
)
Xxxxx Xxxx ) COMPANY STAMP:
Director, Operations Support )
)
in the presence of: ) /s/ Xxxxx Xxxx
------------------------------
Signature of Witness
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