RBC INVESTOR SERVICES TRUST SINGAPORE LIMITED (in its capacity as trustee of Cambridge Industrial Trust) CYBEROPTICS (SINGAPORE) PRIVATE LIMITED TENANCY AGREEMENT

THIS TENANCY AGREEMENT is made on 08 Dec 2016    

BETWEEN:

THIS TENANCY AGREEMENT WITNESSETH as follows:

1.1    Unless otherwise defined, words and expressions used in this Tenancy Agreement shall have the meanings set out in Schedule 1 unless the context requires otherwise.

2.1    Letting: The Landlord lets the Premises to the Tenant for the Term on the Tenant agreeing to pay to the Landlord, the Rent and Service Charge in accordance with the provisions of Schedule 2.

2.2    Possession: The Landlord shall give and the Tenant shall take possession of the Premises on the date of this Tenancy Agreement or such other date as the parties hereto may agree (Possession Date).

The Tenant hereby covenants with the Landlord as follows:

the following month, together with the Rent in advance for the following month, and thereafter all payments shall be made on the first day of each month via GIRO.

3.3    Payment for Utilities: The Tenant shall pay all charges including any taxes now or in the future imposed, in respect of water, gas, electricity and any other services supplied and metered to the Premises which shall be consumed or supplied on or to the Premises and shall pay all necessary hire charges for any equipment or appliances supplied to the Tenant by SP Services Ltd or other appropriate authority or company appointed by the Landlord. Any costs in connection with the opening of account and/or upgrading of the water, gas, electrical, power and/or other supply of services to the Premises, as may be required by the Tenant shall be borne by the Tenant.

3.6    Permitted Use: Unless otherwise permitted by the Landlord, Head Lessor and the Authorities, the Tenant shall at all times use the Premises strictly and only for the use specified in Item 9 of Schedule 2, subject to the Tenant obtaining all necessary approvals and licences (if any) from the Authorities at the Tenant's own cost and absolute responsibility. Provided always that the Tenant shall under no circumstances use the Premises or Property or any part thereof for activities listed under Schedule 4.

3.8    To Make Good Damage to Premises: The Tenant shall make good any breakage, defect or damage to the Premises or any part thereof or to any facility or appurtenances thereof or to any glass window, glass door, glass wall or glass panel of the Premises and all damaged or broken lighting, electrical equipment (including light bulbs and fluorescent tubes) and plumbing installed in or about the Premises thereof occasioned by want of care, misuse or abuse on the part of the Tenant or the Tenant's servants, agents, independent contractors, sub-contractors or licensees.

conditions, stipulations, obligations and agreements herein, the Tenant shall execute and complete all repairs, works, replacements or removals set out in the said notice within fourteen (14) days after the service of such notice (or within such timeframe as may be reasonably required by the Landlord), to the satisfaction of the Landlord or its surveyor. If the Tenant shall not execute or complete all repairs, works, replacements or removals set out in the said notice within fourteen (14) days after the service of such notice, it shall be lawful for the Landlord's agents or workmen to enter into the Premises and execute such repairs, works, replacements or removals. The Tenant shall pay to the Landlord immediately on demand all costs and expenses so incurred by the Landlord with penalty from the date of expenditure until the date they are paid by the Tenant to the Landlord, such costs and expenses and interest to be recoverable as if they were rent in arrears.

3.10    Notice of Damage: The Tenant shall give notice in writing forthwith to the Landlord of any damage that may occur to the Premises or of any damage to or want of repair or defects in the water pipes, electrical wiring, fittings, fixtures or other facilities provided by the Landlord or of any circumstances likely to cause the Premises or any person therein to be in danger, at risk or subject to any hazard.

Alterations and additions for such purpose of this Clause shall include but shall not be limited to the following works relating to:

of any statute, rule, order, regulation or by-law for any alteration or addition to the Premises or any part thereof, shall be applied for and obtained by the Tenant at the Tenant's own cost and expense, such expenses to be paid immediately by the Tenant when they fall due.

from the Landlord as to the amount of costs and expenses incurred by the Landlord shall be conclusive and binding on the Tenant. The Tenant shall pay to the Landlord on demand all costs and expenses so incurred by the Landlord with penalty from the date of expenditure until the date they are paid by the Tenant to the Landlord, such costs and expenses and penalty to be recoverable as if they were rent in arrears.

3.13    Holding Over: If the Tenant continues to occupy the Premises beyond the expiration or earlier determination of the Term or fails to deliver vacant possession of the Premises to the Landlord and/or fails to reinstate the Premises in accordance with Clause

3.12 after the expiration or earlier determination of the Term, the Tenant shall pay to the Landlord for every month or part thereof of such holding over double the amount of Rent or, at the Landlord's discretion, the prevailing market rent for the Premises and such service charges as may be determined and such holding over shall not constitute a renewal of this Tenancy Agreement. During such holding over all provisions of this Tenancy Agreement with necessary changes shall apply. The inclusion of this Clause shall not be construed as the Landlord's consent for the Tenant to hold over.

3.14    Approvals, Licences and Permits: The Tenant shall obtain, effect and keep effective all approvals, licences and permits which may be required by the Landlord, Head Lessor and relevant Authorities in connection with the use and/or occupation of the Premises by the Tenant, including but not limited to those set out in Schedule 5. All costs, expenses (including appointment of consultants) and fees incurred for the

obtaining/maintaining of such approvals, licences and permits shall be borne by the Tenant.

Copies of all necessary approvals, licences and permits shall be given to the Landlord forthwith upon receipt/renewal thereof.

3.15    To Inform the Landlord of Notices: The Tenant shall immediately give to the Landlord a copy of any notice or letter received by the Tenant from any governmental, statutory, public or other authority in respect of the Premises.

3.16    To Comply with All Notices: The Tenant shall promptly at the Tenant's own expense comply and cause its sub-Tenants, servants or employees to comply with all notices, order, requisition or direction made or issued by the Authorities in respect of the Premises as may be imposed on the occupier of the Premises.

3.18    To Indemnify the Landlord: The Tenant shall indemnify, keep indemnified and hold the Landlord harmless from and against:

damages, costs, losses and expenses of any nature whatsoever which the Landlord may suffer or incur in connection with loss of life, personal injury and/or damage or loss to property arising from or out of any occurrence in, upon or at the Premises or the use of the Premises or any part thereof or the breach of any of the obligations herein by the Tenant or by any of the Tenant's employees, independent contractors, agents, invitees or licensees; and

3.19    Dangerous Goods: The Tenant shall not store or bring upon the Premises or any part thereof any goods or things which are unlawful or which in the opinion of the Landlord are of an obnoxious, dangerous or hazardous nature or any explosive, combustible or inflammable substance provided always that if such explosive, combustible or inflammable materials are stored in the Premises or any part thereof with the consent in writing of the Landlord. Any increase in the premium of fire or other insurance as may have been taken out by the Landlord shall be borne by the Tenant.

3.20    Discharge of Dangerous Substances: The Tenant must not permit any noxious or any deleterious, objectionable, dangerous, poisonous or explosive matter or substance

to be discharged into any of the Conducting Media, and must take all measures to ensure that any effluent discharged into the Conducting Media does not harm the environment, or corrode or otherwise harm the Conducting Media or cause obstruction or deposit in the Conducting Media and that the Tenant shall take all precautions to ensure that no noxious substances are spilled or deposited on the Property and that contamination does not occur.

3.22    No Cooking or Sleeping: The Tenant shall not without the written consent of the Landlord, Relevant Authorities or Head Lessor use the Premises or any part thereof or permit the same to be used for the cooking or the preparation of food nor to permit or suffer any one to sleep or reside therein but shall keep the Premises securely fastened and locked at all times when it is unattended.

3.23    The Tenant's Manager and Authorised Personnel: The Tenant shall inform the Landlord of the name and contact number of the Tenant's manager who is responsible for the daily management of the Tenant's business at the Premises including the name and contact number of the authorised personnel

to contact in the case of emergency and to promptly notify the Landlord of any changes in the appointment of and particulars of such manager and/or authorised personnel.

3.24    No Parking: The Tenant shall not permit or cause to be permitted the placing or parking of bicycles, motor-cycles or scooters, trolleys and other wheeled vehicles except in places approved by the Authorities.

3.25    To Attend to Complaints: The Tenant undertakes to attend to any complaints by any members of the public against the Tenant which come to the attention of the Landlord to the satisfaction of the Landlord.

3.28    No Overloading: The Tenant shall not without the prior written consent of the Landlord at any time load or permit or suffer to be loaded any part of the floors of the Premises to a weight greater than the permissible load limits prescribed in the relevant building plans or approved by the Authorities for the respective floors (or such other weight as may be prescribed by the Landlord) and shall when required by the Landlord distribute any load on any part of the floor of the Premises in accordance with the directions and requirements of the Landlord, and in the interpretation and application of the provisions of this Clause relating to loading requirements the decision of the surveyor or engineer or architect of the Landlord shall be final and binding upon the Tenant. The fees of any architect, engineer or other consultant employed by the Landlord for the purpose of considering, approving and supervising any load under this Clause and all costs and expenses incurred by the Landlord in connection therewith shall be borne by the Tenant and paid forthwith upon notice being given by the Landlord to the Tenant. All costs and expenses so incurred by the Landlord together with interest from the date of expenditure until the date they are paid by the Tenant to the Landlord shall be recoverable from the Tenant as if they were rent in arrears.

3.29    Not to Interfere with Mechanical and Electrical and other Systems: The Tenant shall not use or permit to be used any heating or cooking devices or any other devices, equipment or machines which may interfere with the efficient running of the lift system, lighting, or power system or any other mechanical or electrical system or apparatus in the Premises.

waste water pipes (if applicable).

expenses of making good any damage resulting from breach of this Clause by the Tenant or by any of the Tenant's sub-Tenants, employees or visitors and shall indemnify the Landlord for any costs incurred in the removal and clearance of any rubbish or trade waste in the event the Tenant is in breach of this provision.

3.31    No Disturbing Noises: The Tenant shall not do or produce, or suffer or permit to be done or produced any music, sound or noise which is/are or may be a nuisance or annoyance to the Landlord or to tenants or occupiers of adjacent or neighbouring premises.

3.32    Not to Cause any Odours and Fumes: The Tenant shall not burn or cause or permit any odours or smells to be produced or to permeate or emanate from the Premises which are in the Landlord's opinion offensive or unusual. The Tenant shall take necessary measures to ensure proper ventilation and to prevent smoke fumes or unpleasant odours and/or leakage of any substances or materials from and into the Premises and in the event that the Tenant fails to do so the Landlord may without prior notice to the Tenant take all such measures as it deems necessary to remedy this breach and all costs and expenses incurred by the Landlord shall be solely borne by the Tenant and paid forthwith. All such costs and expenses so incurred by the Landlord together with interest from the date of expenditure until the date they are paid by the Tenant to the Landlord shall be recoverable from the Tenant as if they were rent in arrears.

3.33    No Animals: The Tenant shall not keep, permit or suffer to be kept any animals, fishes, reptiles, birds, insects, pests, vermin or other livestock whatsoever in or about the Premises and shall take all reasonable precautions to keep the Premises free of rodents, insects and other pests.

from the street or from any other building and which, in the opinion of the Landlord is incongruous or unsightly or may detract from the appearance of the Premises.

3.35    No Adverse Publicity: The Tenant shall not advertise the Tenant's business or participate in any form of publicity or promotion which the Landlord in its absolute discretion considers detrimental to the Property and/or the reputation of the Landlord.

3.36    Not to Assign: The Tenant will not at any time during the continuance of this Tenancy Agreement assign, sublet, underlet, licence or otherwise share or part with possession or use of the Premises or otherwise deal with or dispose of the Premises or any part thereof unless the Landlord has given its prior written approval thereto. In the event of a breach of this Clause 3.36, the Landlord may at its absolute discretion terminate this Tenancy Agreement whereupon the Tenant shall forthwith surrender the Premises with vacant possession without prejudice to the rights of the Landlord in respect of any antecedent breach.

3.37    Change of Address: The Tenant shall advise the Landlord in writing of any change in the address or registered office of the Tenant within seven (7) days of such change.

3.38    GST: The Tenant shall pay any tax levied on the supply of goods and services or such taxes, or impositions by whatever name called, levied or imposed by the appropriate government authority on the Rent, Service Charge and such other monies as are required to be paid under this Tenancy Agreement or under any statutory law during the Term.

3.39    Sanitary and Plumbing Facilities: All costs and expenses incurred by the Landlord in connection with or in respect of plumbing works done in the Premises shall be borne by the Tenant and paid forthwith upon notice from the Landlord to the Tenant. All cost and expenses so incurred by the Landlord together with interest from the date of expenditure until the date they are paid by the Tenant shall be recoverable from the Tenant as if they were rent in arrears.

3.40    Compliance with Immigration Act: The Tenant shall not use the Premises as a place in which any person is employed or occupies in contravention of Section 57(1)(e) of the Immigration Act (Chapter 133, Singapore) and shall indemnify the Landlord against all costs, claims, liabilities, fines or expenses whatsoever which may fall upon the Landlord by reason of any non-compliance thereof.

3.41    Financial Statements: The Tenant shall arrange at the Tenant's expense and submit to the Landlord copies of its audited annual Financial Statements and the report of its auditors as soon as available and in any event within one hundred and twenty (120) days after the close of every financial year of the Tenant (beginning with the current one).

The Landlord hereby covenants with the Tenant as follows:

4.1    Quiet Enjoyment: That the Tenant, duly paying the Rent and any other charges hereby reserved and observing and performing the several covenants and stipulations herein contained on the Tenants' part to be observed and performed, shall peaceably hold and have quiet possession and enjoyment of the Premises during the Term without any disturbance by the Landlord or any person lawfully claiming under or in trust for the Landlord except as provided in this Tenancy Agreement.

4.2    Insurance of the Property: The Landlord shall at all times have the sole discretion as to whether to take out and maintain additional insurance in respect of the Property at the Landlord's own cost and expense.

4.3    Rates, Taxes And Outgoings: The Landlord shall pay all present and future rates, taxes, assessments, impositions and outgoings (including land rental) throughout the Term imposed upon or in respect of the Property or any part thereof save, except such as are herein agreed to be paid by the Tenant.

PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:

5.1    Right of Re-Entry: If:

then in any one of the said events 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 the Term shall forthwith and absolutely cease and determine but without prejudice to the right of action of the Landlord in respect of any arrears of the Rent or of any antecedent breach of the Tenant's covenants herein contained and without prejudice to any other rights or remedies of the Landlord, the Tenant shall also pay to the Landlord compensation and damages for the loss of Rent suffered by the Landlord consequential upon the Landlord exercising its rights of re-entry.

5.2    Penalty for Non-Payment: In addition and without prejudice to any other right, power or remedy of the Landlord if the Rent and Service Charge hereby reserved or any part thereof or any monies payable by the Tenant to the Landlord in connection with the tenancy herein shall at any time remain unpaid for fourteen (14) days after the same shall have become due (whether any formal demand therefor shall have been made or not) then the Tenant shall pay to the Landlord penalty at the interest rate of twelve per cent (12%) commencing on the date on which such monies fall due for payment up to the date on which such monies are actually paid to the Landlord. The Landlord shall be entitled to recover any monies payable by the Tenant to the Landlord in connection with this Tenancy Agreement and such penalty on the Rent and/or such monies payable as aforesaid as if such monies payable and such penalty were rent in arrears.

payment out of the proceeds of sale of the costs and expenses connected with the said sale apply the net proceeds of sale towards payment of all arrears of Rent and the interest thereon and all other sums of monies due and payable by the Tenant to the Landlord under this Tenancy Agreement and the balance (if any) thereof shall be retained by the Landlord. For the purpose of this Clause, goods shall include all fixtures and fittings of the Tenant.

the Landlord shall at the Tenant's expense grant to the Tenant the Renewal Term, conditional upon and subject to (A) consent of the Head Lessor under the Head Lease for the renewal of the Tenancy Agreement of the Property, and (B) the revised rent and such other terms and conditions as may be prescribed by the Landlord at its absolute discretion in respect of the Tenancy Agreement for the Renewal Term.

property any buildings whatsoever whether or not such buildings shall affect or diminish the light or air which may now or at any time be enjoyed by the Tenant in respect of the Premises.

out any new space created.

5.6    Rights To Alter Building: The Landlord shall have the right to deal with the Property or any part thereof if it is so required by the Authorities notwithstanding that the same may interfere with, disturb, interrupt or affect the Tenant's peaceful and quiet enjoyment of the Premises or diminish the access of light and air enjoyed by the Premises or impede the ingress to and egress from the Premises and the Tenant shall not have any claim against the Landlord and the Landlord shall not be liable to the Tenant in any manner whatsoever for any damages or expenses whatsoever incurred by the Tenant as a result thereof.

5.7    No Representations: This Tenancy Agreement shall in no way be modified by any oral discussions which may have preceded the signing of this Tenancy Agreement. The Landlord shall not be bound by any oral representations or oral promises with respect to the Property or in respect of the Premises, except as expressly set forth in this Tenancy Agreement with the object and intention that the whole of the agreement between the Landlord and the Tenant shall be set forth herein, subject however to any variations or modifications to the terms of this Tenancy Agreement which are expressly agreed in writing by the parties hereto on or after the date of this Tenancy Agreement, as supplements to this Tenancy Agreement. The Landlord does not expressly or impliedly warrant that the Property will remain suitable or adequate for all or any of the purposes of the Tenant notwithstanding that permitted use of the Property is set out in this Tenancy Agreement and all warranties (if any) as to suitability and adequacy of the Property implied by law are hereby expressly negatived.

5.8    Damage To Building: In the event that the Building or any part thereof shall be damaged or destroyed by fire, flood, tempest, explosion, storm, lightning, act of God or other cause beyond the control of the Landlord so as to render the Premises or any part thereof substantially unfit for occupation and use then the Landlord may in its absolute discretion decide that it will rebuild or reinstate or make fit for occupation the Premises and in such event the Landlord shall within ninety (90) days after such damage has been sustained give notice in writing to the Tenant of its decision and may in its discretion terminate this Tenancy Agreement and thereupon the Tenant shall if still in occupation vacate the Premises without compensation from the Landlord. In the case of damage caused aforesaid the Tenant shall have no claim against the Landlord for delay howsoever caused in the repairing and/or rebuilding of the Premises or the Building or any part thereof and nothing herein contained or implied shall be deemed to impose any obligations upon the Landlord to rebuild or reinstate or make fit for occupation the Building, provided that in the event that such damage or destruction has been caused by the act or default of the Tenant, its servants, independent contractors, agents, visitors, invitees or licensees, the Tenant shall be liable to the Landlord for any loss, damage, cost and expense suffered by the Landlord as a result thereof.

5.9    Costs of Improvements: If the Landlord shall at any time during the Term effect any structural alterations or any alterations or additions to the water, gas, electrical, plumbing or fire equipment or other services or appurtenances to the Premises which may be required by reason of any future statute, regulation, ordinance or by-law of the Authorities arising from or relating to the Tenant's use or requirements, then the cost of such improvements with interest to be calculated at the time payments are due shall be paid by the Tenant to the Landlord, Provided that the Tenant is duly informed of the aforesaid works and the costs in respect thereof before the Landlord commences any such works.

5.10    Use of Premises at Risk of the Tenant: The use and occupation and possession of the Premises is at the risk of the Tenant and the Tenant hereby releases to the full extent permitted by the law the Landlord, its agents, servants, contractors, licensees and invitees from all claims and demands of every kind in respect of or resulting from any accident, damage or injury occurring in the Premises and the Landlord shall have no responsibility or liability for any loss, damage or injury suffered by the Tenant whether to or in respect of the Tenant's person or property or the business conducted by the Tenant as a result of any breakage, leakage, accident, happening, occurrence or event in the Premises.

5.11    The Landlord Not Liable: Notwithstanding anything herein contained the Landlord shall not be liable to the Tenant, nor shall the Tenant have any claim against the Landlord and/or the Landlord's agents, servants, employees or contractors in respect of:

Sub-paragraphs (a), (b) and (e) of this Clause 5.11 shall apply for a case of negligence as well as to any other cause(s) howsoever arising.

5.12    The Landlord's Right to Exhibit Notice and Prospective Tenants to Inspect: Except where the Tenant is granted an option to renew for the Renewal Term and the Tenant exercises such option pursuant to Clause 5.4, the Landlord have the unqualified and irrevocable right six (6) months preceding the expiration of the Term to exhibit where the Landlord shall think fit a notice indicating that the Premises will be vacant and will be available for letting which notice the Tenant shall not remove or conceal and to allow the Landlord or a representative of the Landlord at all reasonable times during the aforesaid six (6) months to view the Premises with prospective tenants or occupiers.

5.13    Signs and Advertisements: The Landlord shall have the right to erect any signs, placards, posters, lights, displays or advertisements at such location and in such manner and for such length of time as the Landlord shall in its sole discretion deem appropriate.

the Landlord may terminate this Tenancy Agreement by giving written notice to the Tenant. On the said expiry date of such notice, this Tenancy Agreement will end without affecting the rights of the Landlord against the Tenant for any previous default by the Tenant arising out of or in connection with this Tenancy Agreement, and without the Landlord being liable for any inconvenience, loss, damage, cost, expense or

compensation in connection with the termination of this Tenancy Agreement pursuant to this Clause 5.14.

the Landlord shall, upon the Landlord's receipt of the Head Lease Termination Notice or the Revocation Notice or upon the Landlord becoming aware of Head Lessor's intention to re-enter the Property or upon the Landlord becoming aware of Head Lessor's intention not to grant the further term of 30 years from the expiry of the initial leasehold term of 30 years under the Head Lease, give written notice thereof to the Tenant. On (i) the expiry date of the Head Lease Termination Notice or (ii) the expiry date of the Revocation Notice or (iii) the date of Head Lessor's re-entry into the Property or (iv) the expiry of the initial leasehold term of 30 years under the Head Lease, whichever date is the earliest, the Term and this Tenancy Agreement will end without affecting the rights of the Landlord against the Tenant for any previous default by the Tenant arising out of or in connection

with this Tenancy Agreement, and without the Head Lessor or the Landlord being liable for any inconvenience, loss, damage, cost, expense or compensation in connection with the termination of this Tenancy Agreement pursuant to this Clause 5.15.

the Landlord's obligation to refund the Security Deposit and other sums under this Tenancy Agreement upon transfer (less any authorized deductions) of such Security Deposit to the transferee; and

5.17    The Landlord Not a Partner: The Landlord shall not in any way or for any purpose be construed as a partner or being in joint venture with the Tenant and the provisions herein relating to additional rent (if any) are solely to provide a method of computing rent and shall not create any relationship between the parties other than that of Landlord and Tenant.

5.18    Waivers and Extension of Time: Any indulgence or extension of time granted by the Landlord to the Tenant and/or any oversight by the Landlord shall not operate as a waiver of the Landlord's rights hereunder in respect of any continuing or subsequent default, breach or non-observance or non-performance of the Tenant's covenants and conditions herein contained or so as to defeat or affect in any way the rights of the Landlord herein in respect of any such continuing or subsequent default, breach or non- observance or non-performance. Any consent given by the Landlord shall operate as a consent only for the particular matter to which it relates and shall in no way operate as a waiver or release of any of the provisions hereof, nor shall it be construed as dispensing with the necessity of obtaining the specific written consent of the Landlord in future,

unless expressly so extended. The acceptance of rent or any other monthly charges or fees (if any) or any other sums payable by the Tenant to the Landlord shall not be deemed to operate as a waiver by the Landlord of any right to proceed against the Tenant in respect of a breach by the Tenant of any of the Tenant's obligations contained herein.

5.19    Performance at the Tenant's Own Cost and Expense: The Tenant shall perform and observe all the Tenant's covenants, conditions, terms, obligations and stipulations in connection with this Tenancy Agreement at its own cost and expense.

5.20    Pre-Termination of Tenancy Agreement: Without prejudice to the rights of the Landlord at law and in equity, in the event the Tenant purports to terminate this Tenancy Agreement for any reason prior to expiry of the Term, the Landlord shall be entitled to receive from the Tenant forthwith in one lump sum the amount equivalent to the aggregate Rent for the whole Term less any Rent actually received by the Landlord at the time of the purported termination of the Tenancy Agreement by the Tenant, Provided nothing herein shall be construed to impose or imply any obligation on the Landlord to accept the Tenant's purported termination of this Tenancy Agreement.

5.21    Severability: If any one or more of the provisions contained in this Tenancy Agreement or part thereof shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions (or part thereof as the case may be) contained herein shall not in any way be affected or impaired.

5.22    Registration of Tenancy Agreement and Subdivision: The Tenant shall not at any time, register the Tenancy Agreement hereby created under this Tenancy Agreement at the Singapore Land Authority or at any other Registry in Singapore, or require the Landlord to subdivide the Property or any part thereof or to do any act or thing which could result in the Landlord being required to subdivide the Property or any part thereof.

5.23    Tenancy Agreement to Prevail: Where the covenants, conditions, terms, obligations, stipulations and powers contained in or subsisting in connection with this Tenancy Agreement are inconsistent with or contradictory to those contained in or subsisting under any other document where applicable, the

covenants, conditions, terms, obligations, stipulations and powers contained in or subsisting in connection with this Tenancy Agreement shall prevail and have full force and effect.

5.24    Representations & Warranties: The Tenant hereby represents and warrants for the benefit of the Landlord that:

5.25    Third Party Rights: This Tenancy Agreement shall not create any right under the Contracts (Rights of Third Parties) Act (Chapter 53B), which is enforceable by any party who is not a party to this Tenancy Agreement.

5.26    Notices: All notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by prepaid post (by air-mail if to or from an address outside Singapore) with recorded delivery or facsimile address to the intended recipient thereof at its address set out in Schedule 2 or at its last known address or at its facsimile number set out in Schedule 2 (or to such other address or facsimile number as any party may from time to time duly notify in writing to the other). Any such notice, demand or communication shall be deemed to have been duly served (if given or made by facsimile) immediately or (if given or made by letter) 24 hours after posting or (if made or given to or from an address outside Singapore) 72 hours after posting and in proving the same it shall be sufficient to show that the envelope containing the same was duly addressed, stamped and posted. The initial addresses and facsimile numbers of the parties for the purposes of this Tenancy Agreement are specified in Schedule 2.

5.27    Governing Law: The validity, construction, interpretation and enforcement of this Tenancy Agreement and any document or agreement contemplated herein and all rights, remedies, powers, obligations and liabilities hereunder shall be governed by the Laws of the Republic of Singapore. The parties herein agree to submit to the jurisdiction of the courts of the Republic of Singapore.

5.28    Limitation of Liability: Notwithstanding any contrary provision in this Tenancy Agreement, the parties herein agree and acknowledge that the Landlord is entering into this Tenancy Agreement in its capacity as trustee of REIT and not in its personal capacity. As such, any liability of or indemnity given or to be given by the Landlord shall be limited to the assets of REIT over which the Landlord in its capacity as trustee has recourse.

5.29    Counterparts: This Tenancy Agreement may be executed in one or more counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart and each such counterpart shall constitute an original of this Tenancy Agreement but all the counterparts shall together constitute one and the same instrument.

1.1    Interpretation: In this Tenancy Agreement the following expressions shall have the following meanings assigned to them unless the contrary intention appears:

Act means the Land Titles (Strata) Act (Chapter 158);

Authorities means all relevant government authorities or statutory boards;

Car Park means that part of the Property designated from time to time by the Landlord to be used for the parking of motor vehicles;

Common Property means:

Conducting Media means drains, sewers, conduits, flues, gutters, gullies, channels, ducts, shafts, watercourses, pipes, cables, wires and mains or any of them;

Financial Statements means the audited financial statements of the Tenant for the each of their financial year, which have been prepared, audited, examined, reported on and approved in accordance with accounting principles and practices generally accepted and consistently applied in Singapore and in accordance with the laws of Singapore and the Memorandum and Articles of Association of the Tenant;

Floor Area means the estimated floor area of the Premises specified in Item 6, which is measured to include:

GST means the goods and services tax (which includes any imposition, duty or levy) chargeable under the Goods and Services Tax Act (Chapter 117A) or any statutory modification or re-enactment thereof;

HDB means Housing Development Board;

Head Lease means the Lease Agreement No. 23095 granted by the President of the Republic of Singapore and Lease Agreement No. IA/338968L granted by HDB and any reference in this Tenancy Agreement to the Head Lease includes that document as from time to time amended, modified or supplemented and any document which amends, modifies or supplements that document.;

Head Lease Term means the initial leasehold term of 30 years commencing from 1 February 1997 with a covenant by HDB to grant a further term of 30 years from the expiry

of the initial leasehold term, subject to the fulfilment of the terms and conditions of the Head Lease;

Head Lease Termination Notice has the meaning ascribed to it under Clause 5.15(a)(i);

Head Lessor means the President of the Republic of Singapore and/or the HDB (as the case may be);

Interest means interest at the rate of twelve per cent (12%) per annum calculated on a daily basis of a 365-day year (as well before as after judgment);

Item means an item in Schedule 2;

Landlord includes the Landlord's successors in title and assigns;

Original Condition means the bare state and original condition of the Premises as at the Possession Date (as hereinafter defined) without any fixtures, fittings, renovations, additions, alterations, improvements made or installed in the Premises by the Tenant or taken over by the Tenant, and includes the concrete topping, sprinklers and all fixtures and fittings originally provided by the Landlord;

Outstanding Debt means all sums which are or at any time may be or become due from or owing by the Tenant to the Landlord, whether as Security Deposit, Rent, Service Charge, GST, interest, penalty or otherwise, whether actually or contingently, which the Tenant has covenanted or is liable to pay or discharge, under or in connection with this Tenancy Agreement;

Possession Date means the date referred to in Clause 2.2;

Premises means the premises in the Building, described in Item 5 of Schedule 2, excluding the exterior faces of exterior walls, external faces of boundary walls and the roof;

Property means the property stated in Item 4 of Schedule 2;

Property Tax means the property tax payable by the Tenant in accordance with Schedule 5;

Reinstatement Period means the period of 1 month before the expiration or earlier determine of the term or such other period as the Landlord may in its absolute discretion agree;

REIT means the real estate investment trust known as Cambridge Industrial Trust, established in Singapore;

Renewal Term means the further term specified in Item 10 of Schedule 2;

Rent comprises the rent (exclusive of service charge) payable by the Tenant in accordance with Clause 3.1, and the applicable GST;

References in this Tenancy Agreement to a clause or Schedule or Annexure are references where the context so admits to a clause or Schedule or Annexure in this Tenancy Agreement. References in a clause to a paragraph are (unless the context otherwise requires) references to a paragraph of that clause, and references in a Schedule or Annexure to a paragraph are (unless the context otherwise requires) references to a paragraph of that Schedule or Annexure.