DATED THIS 1st DAY OF DECEMBER 2013 Between DBS TRUSTEE LIMITEDAS TRUSTEE OF MAPLETREE INDUSTRIAL TRUSTas the Landlord And KULICKE & SOFFA PTE. LTD.as the Tenant LEASE AGREEMENT WONGPARTNERSHIP LLP 12 Marina Boulevard Level 28 Marina Bay Financial Centre Tower 3 Singapore 018982 Tel: +65 6416 8000 Fax: +65 6532 5711/+65 6532 5722 Email: ***@*** Website: www.wongpartnership.com

Definitions

of ingress to and egress from the Premises in over and along the usual entrances, the lobbies, staircases, landings and passage-ways leading to and from the Premises;

to use the lifts provided in the Building during the hours stipulated in Item 12 of the Third Schedule;

to use such lavatory and toilet facilities within the Building as shall be designated from time to time by the Landlord; and

to enjoy the benefit of the air-conditioning system (where installed) in the Building during the hours stipulated in Item 13 of the Third Schedule,

In lieu of a cash security deposit, the Tenant may furnish to the Landlord the Deposit by way of bank guarantee(s) (each, a "Bank guarantee"), in which case the following conditions shall apply:

the Bank Guarantee shall be irrevocable and unconditional, issued by a commercial bank holding a full banking licence with the Monetary Authority of Singapore acceptable to the Landlord, acting reasonably;

the Bank Guarantee shall be an "on-demand" bank guarantee in the form in Appendix 1, with such modifications as may be agreed between the Parties; and

the date of expiry of the Bank Guarantee for the Deposit shall be on the date of expiry of the relevant Year for which such Bank Guarantee is furnished to the Landlord, save that in respect of a Bank Guarantee issued for the last Year of the Term, the Bank Guarantee shall have a claim period of three (3) months (or such shorter period as the Landlord may agree in writing from time to time in its sole discretion) after the date of expiry of the last Year.

Any Bank Guarantee furnished by the Tenant to the Landlord for any Replacement Amount required under Clause 3.1 shall also comply with the provisions of Clause 3.4.

The Tenant shall, no later than sixty (60) days (or such shorter period as the Landlord may agree in writing from time to time in its sole discretion) prior to the commencement date of each Year, provide to the Landlord a currently dated fresh Bank Guarantee for the Deposit for each such Year with effective date commencing on the first day of such Year.

Where the Deposit and/or any Replacement Amount has been furnished by the Tenant by way of bank guarantee(s), the Landlord must return to the Tenant such Bank Guarantees within thirty (30) days after the date of expiry of the claim period under the relevant Bank Guarantees for cancellation.

Subject always to Clause 5.5 hereinbelow, to pay directly to the Utilities Provider all charges and costs including any taxes now or in the future imposed in respect of water, gas, electricity, sewerage and any other utilities/services supplied to the Premises and the Tenant shall at its own expense apply to the Utilities Provider for the installation and testing of an electricity meter at the Premises. Where the utilities enjoyed by the Premises are not separately metered, to reimburse the Landlord for a proportionate part of such costs, such costs to be calculated by the Landlord and notified to the Tenant in writing, such statement to be final and conclusive as to the amount thereof, save for manifest error. In the event of the Utilities Provider increasing the charges therefor, the Tenant shall pay to them or reimburse the Landlord (as the case may be) for the additional costs, such costs to be calculated by the Landlord and notified to the Tenant by a statement in writing from the Landlord, such statement to be final and conclusive as to the amount thereof save for manifest error; and

To pay all charges in respect of any telephone, telex, teleprinters, facsimile, internet, satellite, broadcasting and/or other services connected to the Premises and all other charges or impositions (including but not limited to connection charges and installation fees) imposed by any statutory authority or service provider (such service provider to be a service provider approved by the authorities) for the services separately supplied to the Premises.

The Tenant shall use only utilities from such suppliers as are designated by the Landlord ("Designated Suppliers") and shall arrange at its own costs with the relevant authorities or Designated Suppliers for the connection of all such utilities supply required by the Tenant and for the installation of any meters or equipment in connection with such supply in accordance with the Landlord's requirements and any rules and regulations set from time to time by the Landlord regarding such connections and installations.

In particular, where the Landlord at its discretion and acting in good faith, deems it beneficial for the Building and its occupants to purchase any utilities in bulk from any Designated Suppliers for supply to the entire Building including the Premises (either by having the Landlord purchase such utilities in bulk for the entire Building or by requiring all tenants in the Building to purchase such utilities from the same Designated Suppliers), the Tenant shall not object to the Landlord's choice of Designated Suppliers for such utilities nor object to the Landlord's request to change Designated Suppliers for the utilities and shall:

upon the Landlord's notification, accept the Landlord's choice of Designated Supplier for such utilities and, if required by the Landlord, join the Landlord in its application to the relevant authorities and/or to the Designated Supplier for such purchase;

enter into an utilities supply agreement with the Landlord or such other party or parties as the Landlord may determine on terms prescribed by the Landlord; and

at the Landlord's request, take the necessary steps to cease supply from the Tenant's current retail utilities supplier at the Tenant's costs.

In connection with Clause 5.5(b), the Tenant shall sign, where the Landlord acting in good faith deems necessary, in the Tenant's name all necessary documents, applications or forms and make all necessary arrangements for purposes of any connection of bulk supply of utilities to the Premises or in respect of any necessary termination of the Tenant's previous utilities account with another supplier. Costs of all connections or termination of supply and any necessary installation of new or separate meters required by the Landlord, the Designated Suppliers or the Authorities as a result of the Landlord's request for change in Designated Suppliers hereunder shall be borne by the Tenant.

The Tenant hereby agrees that where the Landlord, acting in good faith, purchases any utilities in bulk for supply to the Building including the Premises in accordance with Clause 5.5(b), then:

the Tenant acknowledges agrees and confirms that the Designated Suppliers are the suppliers of the utilities and unless arising from or in connection with the wilful default or gross negligence of the Landlord, its employees, agents independent contractors or licencees, the Landlord shall not be responsible and/or liable for any and all losses damages and/or liability suffered or incurred by the Tenant including any economic loss and/or loss of revenue and/or profits and/or business or custom howsoever occurring caused by or as a result of any defect inconsistency failure delay or interruption or any reduction surge or variation of the supply and transmission wherever or whenever occurring;

where any agreement for bulk purchase of utilities made between the Landlord and the Designated Suppliers for supply to the entire Building (including the Premises) is terminated for reasons beyond the reasonable control of the Landlord and not due to the wilful default or gross negligence of the Landlord, its employees, agents independent contractors or licencees, the Landlord shall not be required to compensate the Tenant for any loss or damage including

The Tenant shall pay to the Landlord such quantum of deposit as security for payment of utilities charges equal to two (2) times the amount of monthly charges as estimated by the Landlord acting in good faith; and

The Landlord shall be entitled to terminate utilities supply to the Premises if the Tenant shall fail to pay any part of the charges and taxes in respect of the supply thereof payable by the Tenant hereunder for more than thirty (30) days after due date of such payments or fails to pay Rent or any other monies due hereunder for more than fourteen (14) days after the due date of such payments.

to view the condition thereof; and/or

to do such works and things as may be required for any rectifications repairs alterations or improvements to the Premises or any part or parts of the Building. In carrying out such works and things, the Landlord shall use reasonable efforts to minimise the interference to the Tenant’s use and enjoyment of the Premises; and/or

to rectify repair amend and make good in a proper and workmanlike manner any defects for which the Tenant is liable and of which written notice shall be served on the Tenant at the Premises and the Tenant does not, within fourteen (14) days after the service of such notice, proceed diligently with the execution of such repairs or works.

The Tenant shall ensure that the air-conditioning system does not create condensation to the floor, wall and ceiling of the neighbouring units.

reside in or permit any person to reside in any part of the Premises or use the same or permit the same to be used as a dwelling house;

conduct or permit to be conducted on the Premises any auction sale or religious activity and not to erect or display or permit to be erected or displayed any altar or religious artefact in or about the Premises;

use any electrical, heating, cooking, data, communication or other devices which may interfere with the air-conditioning system, lift, lighting, power, electrical, data or communication system in the Premises or in any part of the Building;

install any vending machine on the Premises without the prior written consent of the Landlord;

cook or permit anyone to cook any food in the Premises or in the Building provided that this Clause 5.15 shall not be construed to prevent or restrict any person from warming up food in an area within the Premises designated for use as a pantry;

permit without the prior written consent of the Landlord the 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 consumption by the occupiers of the Premises save and except in the case of the contractor given the right by the Landlord to provide a food and drink service for the occupiers of the Building;

use the Premises for industries with liquid waste requiring pretreatment before discharge or industries requiring the use of naked light or involving hotwork;

utilise the Premises before obtaining clearance on the use of the Premises from the Pollution Control Department, Ministry of Environment and other relevant Authorities;

use the Premises for any other industries except for the research, design and manufacturing of semiconductor, high precision equipment and assembly equipment;

occupy the Premises before submitting details of the manufacturing processes and trade effluent discharge to the Pollution Control Department, Ministry of Environment and other relevant Authorities for consideration; and

use the Premises for electroplating industries.

place, leave or cause to be placed or left any refuse, cartons, papers, furniture, parcels, bottles or other goods or things of any type; or to permit or cause to be permitted the placing or parking of bicycles, motor cycles or scooters, trolleys, fork-lift trucks and other wheeled vehicles, which may obstruct or are likely to obstruct the operations area of the Building and/or the entrance hall, lobby, staircases or landings leading to the Premises and other Common Areas in the Building; or

cause any obstruction in or on the approaches private roads or passage ways adjacent to or leading to the Building by leaving or parking or permitting to be left or parked any motor vehicle or other carriages belonging to or used by the Tenant or by any of the Tenant's Occupiers.

nothing in this Clause shall be construed to prevent or restrict the Tenant in connection with the Tenant's current usage of the Premises (which falls within the Permitted Use) from bringing upon the Premises, storing or using any chemical or substance which may be obnoxious, dangerous, hazardous, explosive or combustible if:

such chemical or substance is required to be used by the Tenant in its ordinary course of business; and

the bringing upon the Premises, its storage or use of such chemical or substance has, where necessary, been approved by National Environment Agency and/or other relevant authorities and are otherwise in compliance with the laws of Singapore,

in the event:

the Tenant engages in or undertakes any new activities or operations at the Premises which fall within the Permitted Use (but do not fall within the scope of the current usage of the Premises); and

such new activities or operations involve the bringing upon the Premises and/or storage or use at the Premises, of any chemical or substance which may be of an obnoxious, dangerous or hazardous nature, or are explosive or combustible substances,

save as provided in (i) Clause 5.18(a) for which the Tenant shall not be liable for any increase in premium, and (ii) Clause 5.18(b) for which the Tenant shall be liable only in the manner provided thereunder, if 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 for fire or other insurance as may have been taken out by the Landlord shall be borne by the Tenant.

Subject to (b) below, not to affix, erect, paint, attach or otherwise exhibit or permit or suffer so to be upon any part of the exterior of the Premises or the windows thereof any name, writing, drawing, sign-board, plate, placard, poster, sign post, flag pole, television, radio or wireless mast or advertisement whatsoever Provided Always that subject to the approval of the Landlord which approval shall not be unreasonably withheld as to the size, materials to be used and design and content, the Tenant shall be at liberty to affix its name on the entrance door of the Premises and to have its name and location shown on a notice board giving the names of the tenants in the Building which shall be provided by the Landlord in the entrance foyer of the Building and at such other areas as the Landlord may provide and Provided Always that any signage shall be at the Tenant's own cost and expense.

Subject to JTC’s consent and the Landlord’s approval (such approval not to be unreasonably delayed or withheld) as to the size, materials to be used, design and content, the Tenant shall have signage rights in respect of the main facades of the Building provided always that the Landlord shall be entitled to display an equal number of signages which the Tenant is displaying, on any facade of the Building or at any part of the Land without the prior consent of the Tenant. The Landlord shall not charge the Tenant for the signage rights. The costs of all signage works required by the Tenant and applications to the Authorities for the relevant Approvals relating to the signage shall be borne by the Tenant.

The Tenant shall be entitled to erect a pylon on the Land for the purpose of displaying its signage, subject to the Landlord's approval (which approval shall not be unreasonably withheld) as to the design, location and size thereof.

Not to load or permit or suffer to be loaded on any part of the floors of the Building or the Premises a weight greater than the weight stated in Item 10 of the Third Schedule without the prior written consent of the Landlord and the Tenant shall comply with the advice of the Landlord or the Landlord's Consultants and pay all the costs and expenses of the Landlord's Consultants in ensuring that the Tenant complies with the requirements of this Clause.

To ensure that in no event shall any such machinery cabinets safes equipment or goods be of such nature or size as to cause or in the opinion of the Landlord be likely to cause structural or other damage to the floor or walls or any other parts of the Premises or the Common Area including the service lift and to ensure that all such machinery cabinets safes equipment or goods brought upon the Premises are placed or located so as to distribute their weight in compliance with this covenant and shall when required by the Landlord distribute any load on any part of the floor of the Premises in accordance with the direction and requirements of the Landlord and in the interpretation and application of the provisions of this Clause the decision of the Structural Engineer or Architect of the Landlord shall be final and binding on the Tenant.

To obtain from time to time acting reasonably, and/or whenever necessary, at its own cost and expense the following:

the requisite certificate from the Landlord's Consultants certifying that the floor loading in the Premises is within the approved load bearing limits of the Premises in accordance with the provisions of this Clause 5.27 and shall forthwith produce and deliver to the Landlord the said certificate for the Landlord's inspection; and

all necessary planning permission and other permission necessary under the provisions of any statute rule order regulation or bye-law in respect of floor loading. The Landlord shall render its assistance, at the Tenant's request, in executing or endorsing any forms, plans, letters and documents to be submitted to the relevant authorities in this regard, with all costs and expenses to be borne by the Tenant.

effect and keep current a public liability insurance policy against claims for third party personal injury, death, property damage or loss (which shall be taken out with a reputable insurance company and which shall include a provision for waiver of subrogation against the Landlord) for a sum not less than the sum stated in Item 11 of the Third Schedule or such other sum as may be specified by the Landlord from time to time in respect of the Premises and where requested by the Landlord, the Tenant shall procure issuance of a certificate by its insurers, noting the Landlord’s interest as landlord of the Premises;

effect and keep current an adequate insurance policy (which shall be taken out with a reputable insurance company and which shall include a provision for waiver of subrogation against the Landlord) on the internal partitions, all of the Tenant’s property including all plant, equipment and installations permanently affixed to the Premises, the furniture, plate and tempered glass, fixtures and fittings, and all goods and stock-in-trade belonging to or held in trust by the Tenant in the Premises to their full insurable value against all risks commonly insured against in respect of such property (subject to the standard exclusions made by reputable insurers),

the policy or policies of insurance on the Building against loss or damage by fire and/or other risks for the time being subsisting may become void or voidable; or

the rate of premium thereon may be increased and to repay to the Landlord all sums paid (the "Increased Payments") by way of increased premium or increased contribution for premium and all expenses incurred by the Landlord or contributions therefor in or about the renewal of such policy or policies rendered necessary by a breach or non-observance of this stipulation, save for:

any Increased Payments brought about by the Tenant’s activities which are in compliance with the Permitted Use and/or Clauses 5.18(a); and

any Increased Payments arising from the matters under Clause 5.18(b), for which the Tenant shall only be liable to the extent therein provided;

Subject to Clauses 5.33(b) and 5.33(c), not to assign sub-let license or in any way dispose of or part with possession of the Premises or any part thereof either by way of sub-letting sharing or other means whereby any company or person or persons not a party to this Lease obtains the use or possession of the Premises or any part thereof irrespective of whether or not any rental or other consideration is given for such use or possession and in the event of such action by the Tenant, this Agreement shall at the option of the Landlord forthwith be determined and the Tenant shall forthwith surrender the Premises to the Landlord with vacant possession. For the purpose hereof any amalgamation and/or reconstruction shall be deemed an assignment of this Lease. The provisions of Section 17 of the Conveyancing and Law of Property Act (Chapter 61 of Singapore) shall not apply to this Agreement.

The Tenant may assign sub-let license or dispose of or part with possession of the Premises or any part thereof (either by way of sub-letting sharing or other means) to a related corporation of the Tenant as defined under the Companies Act (Chapter 50 of Singapore) with the prior written consent of JTC and the Landlord, (whose consent shall not be unreasonably withheld having regard to JTC’s conditions as set out in the JTC Lease Documents).

Notwithstanding Clause 5.33(a) above, the Landlord hereby allows the Tenant during the Term to sub-let part of the Premises to other corporations that are not related to the Tenant (the "Sub-Tenant(s)"), subject to JTC’s prior written consent and to the Landlord’s prior written consent (whose consent shall not be unreasonably withheld having regard to JTC’s conditions as set out in the JTC Lease Documents) and to such conditions as may be imposed by the Landlord, including but not limited to the following:

The Landlord and Tenant hereby acknowledge that, in subletting part of the Premises, it is not the intention of the Tenant to compete with the Landlord. As such, the Tenant hereby undertakes to use commercially reasonable efforts to sublease the Premises at a rate per square foot at the prevailing market rate of the Premises acceptable to the Landlord, acting reasonably, as at the date of the Tenant’s notification or application for consent (as the case may be) for proposed subletting of the Premises.

Subject to the approval of the Tenant (acting reasonably), all profit rent shall accrue to the Landlord. The profit rent shall be calculated as an amount equivalent to the difference between (I) the total amounts / rent and service charge (if any) payable by the Sub-Tenant to the Tenant, after deducting the aggregate of the following costs: estate agent’s commission, costs of any alterations to facilitate access to the sublet premises, costs of any consequent loss of space (due to alteration required to facilitate access to the sublet premises and the introduction of any corridor in the Premises), and (II) the Gross Rent paid by the Tenant to the Landlord and which are apportioned to the sublet premises Provided Always that the Tenant shall act reasonably in incurring the costs referred to in sub-paragraph (I) of this Clause 5.33(c)(ii);

The Tenant shall continue to occupy at least 166,200 square feet of the net lettable area of the Building after each subletting;

The Tenant shall provide the Landlord with a copy of the subletting agreement;

The configuration of the sublet premises shall be subject to the Landlord’s prior approval, which approval shall not be unreasonably withheld;

All costs and expenses in relation to the subletting shall be borne by the Tenant;

The term of the subletting shall end on or before the day immediately prior to the date of expiry of the Term herein; and

The Tenant shall continue to be responsible to the Landlord for the due performance of the Tenant’s covenants and obligations under the Lease, including but not limited to the Tenant’s obligation to pay the Rent and to reinstate the Premises in accordance with the provisions of this Agreement on or before the expiry of the Term.

observe and comply with the requirements of the Landlord (which shall be reasonable) and obtain at its own expense all necessary planning permission and other permission necessary under the provisions of any statute, rule, order, regulation or bye-law applicable thereto and shall carry out such alterations or additions in accordance with the conditions thereof; and

produce to the Landlord a copy of the Certificate of Supervision issued by the Landlord's Architect or other authorised person making the submissions to the relevant authority for the planning and other permission,

forthwith replace with items of similar character and comparable value, all of the Landlord's fixtures and fittings which shall be missing, broken, damaged or destroyed and for which the Tenant is liable to make good;

in the event that any alterations or fitting-out works have been carried out to the Premises or to any other part of the Building by the Tenant, its contractors, servants or agents, then (if and so required by the Landlord) to restore the Premises to its Original Condition and in any event to remove any lettering, moulding, sign, writing or painting of the name or business of the Tenant and other persons from the Premises and all internal partitions, fixtures and installations of the Tenant as are specified by the Landlord and any other Tenant's equipment placed within or on the Building and to restore all air-conditioning installations or other electrical installations to their Original Condition to the reasonable satisfaction of the Landlord (all such works being hereinafter referred to as the "restoration works"). The restoration works relating to the reinstatement of all architectural and structural works, air-conditioning installations, sprinkler systems and other mechanical and engineering, building and sanitary installations shall be carried out by a contractor approved by the Landlord which approval shall not be unreasonably withheld and under the supervision of the Landlord's Consultant(s) and the Tenant shall pay for all reasonable costs, charges, fees, disbursements and expenses of the Landlord's Consultant(s), an estimate for which will be notified to the Tenant beforehand. In all other cases, the removal and restoration works in respect of the Premises shall be carried out by a contractor approved by the Landlord, which approval shall not be unreasonably withheld Provided Always that the Tenant shall obtain all necessary governmental and/or statutory consents and approvals in respect of the restoration works before commencing the same and shall comply with all statutes and with the terms, conditions and requirements of all such consents and approvals in the execution of any restoration works; and

make good all damage or defacement done to the Premises or the Building by the restoration works or by the removal of the Tenant's furniture, fixtures, fittings and effects,

all claims demands actions suits proceedings orders 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 to property arising from or out of any occurrences in upon or at the Premises or the use of the Premises or any part thereof; and

all loss and damage to the Premises and the Building or any part thereof and to all property therein and in particular but without limiting the generality of the foregoing caused directly or indirectly by the use or misuse waste or abuse of water gas or electricity or faulty fittings or fixtures of the Tenant.

No claims demands actions or proceedings shall be made or brought by the Landlord against the Tenant and the Tenant shall not be liable to the Landlord for any loss, damage, costs or expenses arising from or in connection with the wilful default or gross negligence of the Landlord, its employees, agents, independent contractors, authorised persons or licensees.

However in the case where there is contributory negligence on the part of the Tenant, the Tenant shall be liable under this Clause 5.36 to indemnify the Landlord but only to the extent of its negligence, which caused the loss of life, personal injury and/or damage to property arising from or out of any occurrences in upon or at the Premises or the use of the Premises or any part thereof.

reasonable prior notice shall be given to the Tenant before implementation of the rules and regulations; and

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.

the stamp duty including penalty fees, adjudication fees and additional stamp duty (if any) in respect of this Agreement and any other document relating to this Agreement herein; and

all legal costs and fees and such other expenses incurred by the Landlord in consulting solicitors and/or in connection with the enforcement of any provision of this Agreement in the event that the Tenant acknowledges or does not dispute that it is in breach or is adjudged by a court, tribunal or arbitrator to be in breach of any provision of this Agreement.

The Tenant shall pay for its share of the costs of engaging the said contractor, which share shall be calculated by dividing the area of the Premises by the sum of the area of all units engaging the services of the said contractor. A certificate by the Landlord setting out the Tenant's said share shall be deemed to be final and conclusive (save for manifest error) and binding on all parties.

The Tenant shall give the Landlord one (1) month's prior written notice of its intention to engage the said contractor.

The said contractor shall carry out its services only in accordance with the Landlord's prescribed guidelines.

Subject to the provisos to Clauses 9.6 and 9.7 which shall apply hereto as if expressly set out herein, the Landlord shall not be responsible for any damage loss costs or expenses resulting directly or otherwise from the services of the said contractor.

Subject to the extent of the Tenant’s liability as set out in Clause 5.40(a), the Tenant shall indemnify and keep the Landlord indemnified against any claim relating to any damage loss costs or expenses under this Clause 5.40.

the structure and roof and the main drains and pipes; and

the mechanical and electrical services and other services, amenities and facilities in the Building provided by the Landlord from time to time to serve the Premises in the Building or for common use or benefit of all occupiers of the Building.

(where there are lift(s) in the Building) the lift services during the hours specified in Item 12 of the Third Schedule and as further provided in Clause 9.13B;

air-conditioning in the Premises during the hours specified in Item 13 of the Third Schedule PROVIDED ALWAYS that the Landlord shall at the request of the Tenant and at the Tenant's costs and expense extend such services beyond the specified hours subject always to Clause 5.2;

air-conditioning services in such parts of the Common Area as the Landlord deems fit and such other relevant services provided by the Landlord in the Building PROVIDED ALWAYS that the Landlord may not extend the provision of the air-conditioning services beyond the usual operating hours in such parts of the Common Area due to repairs, maintenance works or any other reasons beyond the Landlord’s control in which case, the Landlord shall inform the Tenant accordingly;

electricity and water as are necessary for the lighting of the passages corridors lavatories and other parts of the Building used by the Tenant in common with others; and

the services set out in the Fifth Schedule.

Other Services

The Landlord shall grant the Tenant a licence (the "Licence") to use such area at the ground floor main lobby of the Building with an estimated area of approximately 560 square feet as shown delineated in red in the plan attached hereto and marked "Appendix 5" for the purpose of identification (the "Licensed Area") for the duration of the Term, free of any licence fee or service charge.

The Licensed Area shall be used as the Tenant’s reception area and the Tenant shall be allowed to set up their reception or concierge counter at the Licensed Area.

The design of the Licensed Area shall be subject to the approval of the Landlord, which approval shall not be unreasonably withheld.

The Tenant may install a signage within the Licensed Area and the exact location and design of the signage shall be subject to the approval of the Landlord, which approval shall not be unreasonably withheld.

The Tenant shall bear the costs of fitting out the Licensed Area and the installation of the signage.

The Landlord shall not, and shall not permit or suffer any other person to, erect or place any other concierge or reception counter or desk at the ground floor main lobby of the Building for the duration of the Term, save for the erection or placing of any counter or desk on a temporary basis subject to the prior written approval of the Tenant (which approval shall not be unreasonably withheld).

At the expiry or sooner determination of the Term (unless renewed) or in the event of termination of the Licence, the Tenant must at its own cost and expense yield up the Licensed Area to the Landlord together with the fixtures and fittings therein in the state and condition as at the date the Tenant commences occupation of the Licensed Area and shall comply with the provisions of Clause 5.35.

The use of the Licensed Area shall be subject to the same covenants and conditions of this Lease (to the extent applicable to a licence and in so far as such covenants and conditions are not inconsistent with the provisions of this Clause 8.8.

The Tenant has a personal right of occupation in respect of the Licensed Area on the terms specified in this Lease and has no interest in the land on which the Licensed Area is situated. The licence of the Licensed Area contained in this Lease shall not create a tenancy. The legal right to possession and control over the Licensed Area remains vested in the Landlord throughout the Term of the licence in respect of the Licensed Area.

Nothing in this clause shall prevent or restrict the Landlord from displaying a tenants’ directory board within the Licensed Area. The size and design of such directory board shall be subject to the Tenant’s consent, which shall not be unreasonably withheld.

If the Rent or Service Charge or any other monies hereby reserved or any part thereof shall at any time be unpaid for ten (10) days after becoming payable (whether formally demanded or not) or if any stipulation on the Tenant's part herein contained shall not be performed or observed and the Tenant has not remedied such breach within fourteen (14) days after receiving the Landlord’s written notice to that effect (or such longer period as the Landlord may reasonably stipulate having regard to the nature and extent of the breach) or if the Tenant makes any assignment for the benefit of his creditors for a composition in satisfaction of his debts or if being a company makes any arrangement with its creditors for liquidation of its debts by composition or otherwise or if it shall go into liquidation (except for the purpose of amalgamation or reconstruction) or if a receiver shall be appointed then and in anyone of the said cases it shall be lawful for the Landlord at any time thereafter to re-enter the Premises or any part thereof in the name of the whole and thereupon this tenancy shall absolutely cease and determine but without prejudice to the right of action of the Landlord in respect of any antecedent breach of the Tenant's stipulations herein contained.

If the Rent or Service Charge or any other monies hereby reserved or any part thereof shall at any time be unpaid after becoming payable (whether formally demanded or not), the Landlord shall have the right to distrain in the manner provided by the Distress Act (Chapter 84 of Singapore). For the avoidance of doubt, for the purposes of distress herein, the Service Charge and all other monies payable herein by the Tenant (including but not limited to utilities charges, legal costs and expenses and car park charges) shall be treated as part of the rent distrained.

Upon the Landlord becoming entitled to re-enter the Premises pursuant to any provision of this Lease, any goods and/or fittings (which expression where hereinafter used in this Clause (a) shall include personal property of every description) found in the Premises after re-entry shall be deemed to be abandoned by the Tenant and the Landlord upon entering into possession of the Premises may sell, retain or dispose of the same at such time or times and at such price or prices as the Landlord shall think fit and without prejudice to the other rights and remedies of the Landlord, the Landlord shall after payment out of the proceeds of sale 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 money due and payable by the Tenant to the Landlord under this Lease and the balance (if any) shall be paid over to the Tenant.

Notwithstanding anything herein contained, if this Lease shall come to an end whether by effluxion of time or otherwise and the Tenant shall fail to remove all his goods (which expression where hereinafter used shall include personal property of every description) from the Premises forthwith or if the Tenant shall abandon the Premises and the Tenant shall be deemed to have abandoned the Premises and terminated this Lease unilaterally if the Tenant without the consent of the Landlord fails to open the Premises for business for a continuous period of thirty (30) days then and in any of the said cases it shall be lawful for the Landlord to sell or otherwise dispose of the goods of the Tenant in the Premises at such time or times and at such price or prices as the Landlord shall think fit and without prejudice to the other rights and remedies of the Landlord, the Landlord shall after payment out of the proceeds of sale the costs and expenses connected with the said sale apply the net proceeds of sale towards

The Tenant shall indemnify the Landlord against any and all liability incurred by the Landlord to any third party whose property shall have been sold or disposed of by the Landlord in the bona fide belief (which shall be presumed unless the contrary be proved) that such property belonged to the Tenant and was liable to be dealt with as such pursuant to this Clause (c).

For the avoidance of doubts, it is hereby expressly declared that the provisions of Clauses 9.3(a) and 9.3(b) above are in addition and without prejudice to the Landlord's rights under the Distress Act.

any interruption in any of the services hereinbefore mentioned 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 control or by reason of mechanical or other defect or breakdown or other inclement conditions or shortage of manpower, fuel, materials, electricity or water or by reason of labour disputes;

any act, omission, default, misconduct or negligence of any porter, attendant or other servant or employee, independent contractor or agent of the Landlord in or about the performance or purported performance of any duty relating to the provision of the said services or any of them;

any damage, injury or loss arising out of explosion, falling plaster, escape of water or leakage of or defect in the piping, wiring and/or sprinkler system in the Building and/or the structure of the Building and/or any defect in the Building and/or any of the same arising in respect of the Building;

any damage, injury or loss due to any accident or circumstances whatsoever occurring or any works whatsoever (and however extensive) being carried out at the Premises, the Building or any part thereof

any damage, injury or loss caused by other tenants, occupants or any independent contractor or any persons whatsoever or from any occurrence or works at any other premises or within the Premises, the Building or any part thereof;

any nuisance, interference, obstruction, disturbance or other inconvenience or any loss of business caused by any works carried out, whether by the Landlord or otherwise, on or in respect of the Premises, the Building or any part thereof;

any loss of life, personal injury and/or damage to property arising from or out of anything else done in connection with the Premises; and

any loss or damage to the Premises or any property herein caused directly or indirectly by the main contractor or by any other contractor or any attendant, servant or employee of the Landlord in or about the performance or purported performance of any duty relating to the Premises.

The Landlord agrees that, subject to the Landlord's prior written approval as to the name (which approval shall not be unreasonably withheld) and the Tenant occupying at least 166,200 square feet of the net lettable area of the Building, the Tenant shall have the right, for the duration of the Term to:

name the Building; and

change the name of the Building,

The Landlord shall not be entitled to any naming rights to the Building during the Term (save as provided in Clause 9.10(a)) nor shall the Landlord be entitled, save as provided in Clause 5.20(b), to put up any monument, signs, advertisements, notices or banners at the Property during the Term.

Where the Tenant requires a change of the name of the Building, the Landlord shall endorse on any application, notice or other document that may be necessary by the Tenant to be filed with the relevant authority to facilitate any such change in the name of the Building. The Landlord shall return to the Tenant the relevant application, notice or other document duly endorsed by it within fourteen (14) days of the Tenant’s delivery of the same to the Landlord for endorsement.

At the expiration or sooner determination of the Term, the Landlord shall, at the Tenant’s request or if the Tenant has not on its own accord done so, within fourteen (14) days after such date of expiration or earlier determination of the Term, at the Tenant’s cost and expense, apply to the relevant authority for the cessation of the use of such name as may be used as the name of the Building as at such expiration or sooner determination of the Term and in this connection, the Landlord hereby undertakes not to use the Tenant's name as the name of the Building at any time thereafter.

Subject to Clause 9.13(b),

The Landlord shall provide to the Tenant 150 car park lots at the Premises during the Term (the "Allocated Car Park Lots") free of charge for the use of the Allocated Car Park Lots.

The Tenant shall have a one-time first right of refusal in respect of the allocation of the 151^st to 190^th car park lots at the rate of S$90 per lot per month. Any further request for car park lots is subject to availability on a first-come-first-served basis at the same rate of S$90 per lot per month.

In the event of any surrender of the Premises under Clause 9.17 such that the Tenant occupies less than 166,200 square feet of the net lettable area of the Building, the Tenant’s entitlement under Clause 9.13(a) shall be revoked entirely and the Landlord will allocate one car park lot for every intergral multiple of 1,200 square feet of the net lettable area of the Building occupied by the Tenant after the surrender subject to payment for the car park lots at the rate under Clause 9.13(a)(ii).

one (1) of the two (2) cargo lifts designated for the Tenant's use and one (1) of the other two (2) cargo lifts for common use by all tenants of the Building shall operate for twenty-four (24) hours from Mondays to Sundays (gazetted public holidays included); and

the other cargo lift designated for the Tenant's use and the other common cargo lift shall operate from 6.00 a.m. to 12.00 midnight from Mondays to Sundays (gazetted public holidays included).

two (2) passenger lifts located at the rear lobby shall operate for twenty-four (24) hours from Mondays to Sundays (gazetted public holidays included); and

two (2) passenger lifts located at the front lobby shall operate from 6.00 a.m. to 12.00 a.m. from Mondays to Fridays and from 6.00 a.m. to 1.00 p.m. on Saturdays (Sundays and gazetted public holidays excluded).

this Clause 9.14, which shall be incorporated in the lease relating to the First Option Term, with the necessary variations or modifications made thereto, to set out the option granted to the Tenant for the Second Option Term;

this Clause 9.14, which shall be omitted entirely from the lease relating to the Second Option Term;

the Rent and Service Charge in respect of the Premises which shall be revised and determined in the manner provided in the Sixth Schedule hereto; and

in its application to the First Option Term, the provisions of Clause 9.16 shall apply, save that the period of seventy-two (72) months therein shall be varied to sixty (60) months and in its application to the Second Option Term, the provisions of Clause 9.16 shall apply, save that the period of seventy-two (72) months therein shall be varied to sixty (60) months.

the Option to Renew for the First Option Term shall be in respect of (i) the area of 166,200 square feet of NLA let to the Tenant at the Lease Commencement Date (the "Initial Premises") or (ii) all premises then leased by the Tenant when such notice to renew is given to the Landlord (the "FOT Premises"), which includes the Premises, the RFR Premises (if any), the Reserved Premises (if any) and excluding any Surrender Premises (as the case may be);

the Tenant shall have taken a lease of an area of not less than 219,293 square feet of the net lettable area of the Building by the last day of the 81^st month from the Lease Commencement Date , before the Tenant may exercise the right to lease the Year 10 Premises; and

the Option to Renew for the Second Option Term shall be in respect of all premises then leased by the Tenant when such notice to renew is given to the Landlord (the "SOT Premises"), which includes the Premises, the RFR Premises, the Reserved Premises and excluding any Surrender Premises (as the case may be).

The Tenant may approach the Landlord to offer to purchase the Property subject to terms and conditions to be agreed between the Landlord and the Tenant at the point of offer (the "Offer to Purchase").

In the event that the Landlord wishes to sell the Property or receives from a third party any offer to purchase the Property which the Landlord intends to accept, the Landlord shall issue a written notice to the Tenant to that effect, and in the latter case, setting out material details of the offer. If the Tenant notifies the Landlord that it does not wish to purchase the Property within fourteen (14) days or such other period as may be mutually agreed by the Landlord and the Tenant) from the date of the Tenant’s receipt of the written notice or if the Tenant does not enter into a binding commitment for the purchase of the Property within fourteen (14) days or such other period as may be mutually agreed by the Landlord and the Tenant from the date of the Tenant's receipt of the written notice, the Landlord shall be entitled to dispose of its interest in the Property to a third party on substantially the same terms and conditions as those offered to the Tenant. If completion of the disposal of the Property does not occur within eighteen (18) months from the date of the Landlord’s written notice referred to in this Clause 9.15(b), any proposal to dispose of the Property or to accept any offer to purchase in respect of the same after the aforesaid eighteen (18) month period shall then remain subject to the right of first refusal under this Clause 9.15(b).

Clause 9.15 is personal to the Landlord and the Tenant and save for assignees which are the Tenant's related corporations, will not enure to the benefit of any other party having or acquiring an interest in the Premises from the Tenant, including the permitted assignees or Sub-Tenant of the Tenant.

Subject to JTC’s consent and to JTC’s conditions (if any) imposed in respect of such partial surrender, the Tenant shall, after the expiry of forty-eight (48) months from the Lease Commencement Date, have the option to surrender from time to time such premises leased by it under or pursuant to this Agreement (including, where applicable, the RFR Premises and the Reserved Premises) so long as it continues to occupy at least 166,200 square feet of the net lettable area of the Building after each surrender without being liable for any penalty, fee (save for any administration fee payable) or compensation whatsoever to the Landlord (the "Partial Surrender Rights") Provided that such partial surrender of the Premises shall be on the following terms and conditions:

the Tenant shall give the Landlord not less than twelve (12) months’ prior written notice of its intention to surrender, such notice not to be served before the expiry of forty-eight (48) months from the Lease Commencement Date, with the intent that the effective date of surrender would fall after the expiry of sixty (60) months from the Lease Commencement Date;

the size, location, configuration and layout of the part of the Premises to be surrendered shall be subject to the Landlord’s approval and to the surrendered space being contiguous and deemed marketable by the Landlord for leasing to any other party at the time of its surrender and which has reasonable access to Common Facilities and over the Common Areas;

the Tenant shall bear the costs of (a) any necessary reconfiguration to create new access ways, corridors, partitions and party walls resulting from such surrender and (b) the preparation and finalisation of all necessary surrender documents to effect the surrender (excluding the Landlord’s legal fees) and stamp duty payable thereon (if any);

with effect from (and including) the first partial surrender of the relevant Surrender Premises, the term "Premises" wherever it appears in this Lease Agreement shall refer (where the context so admits) to the Balance Premises remaining after each instance of surrender by the Tenant of part of the Premises;

the Tenant shall pay:

the monthly rent for the Balance Premises on the net lettable floor area of the Balance Premises calculated at the rate of Rent then applicable; and

the monthly service charge for the Balance Premises on the net lettable floor area of the Balance Premises calculated at the rate of Service Charge then applicable; and

the amount of security deposit held under this Agreement shall be adjusted (each an "Adjusted Security Deposit Amount") to an amount equivalent to ten (10) months’ of the monthly rent and service charge for the Balance Premises. Within thirty (30) days after the effective date of surrender of the Surrender Premises, the Landlord shall return to the Tenant the bank guarantee(s) held by the Landlord in exchange for a bank guarantee for an amount equivalent to the Adjusted Security Deposit Amount.

Subject to Clause 9.19B, the Landlord may lease the Surrender Premises to any third party. For the purpose of this Clause (q),

For the purposes of this Clause, the following words have the following meanings:

"RFR Premises" means the space available for rent in the Building from time to time (including for the avoidance of doubt, any Surrender Premises which is available for rent after eighteen (18) months from the date of surrender of the relevant premises);

"Landlord’s Offer" means the offer made by the Landlord to the Tenant for lease of the RFR Premises at the prevailing market rent but otherwise on the same terms and conditions as are contained in this Agreement ; and

"Tenant’s Notice" means the notice given by the Tenant to the Landlord accepting the Landlord’s Offer.

Subject as provided in this Clause, after the expiry of eighteen (18) months from the Lease Commencement Date, if the RFR Premises becomes available for lease for a term during the Term, the Landlord shall and for as long as the Tenant is occupying at least 166,200 square feet of the net lettable area of the Building, give the Landlord’s Offer to the Tenant first before the Landlord can offer that RFR Premises for lease to any other party (the "Right of First Refusal"). The Landlord’s offer shall be for a lease of the RFR Premises then available, at a rent and service charge which are the prevailing market rates for the RFR Premises but otherwise on the same terms and conditions as contained in this Agreement. If the Tenant:

wishes to lease the whole of that RFR Premises (and not part of it), the Tenant must give the Tenant’s Notice to the Landlord within fourteen (14) days (time being of the essence) from the date of the Landlord’s Offer; or

does not give the Tenant’s Notice to the Landlord before expiry of the fourteen (14) day period referred to in Clause 9.18(b)(i) then the Tenant shall in such instance be deemed to have rejected the Landlord’s Offerfor lease of the whole of that RFR Premises (and not part of it) and the Tenant’s rights under this Clause 9.18(b)(ii) will not be exercisable by the Tenant for a period of twelve (12) months from the date of that Landlord's Offer. The Landlord may then offer to lease the whole or any part of that RFR Premises to any other party at a rent and on terms determined by the Landlord and shall be under no further obligation to offer to lease the RFR Premises (or any part thereof) to the Tenant until after the expiry of twelve (12) months from the date of that Landlord's Offer if the RFR Premises (or any part thereof) remain available for lease.

The Landlord is entitled to give first priority to any existing tenant of the RFR Premises to extend or renew its lease over such relevant RFR Premises leased from the Landlord pursuant to an option to renew whether granted to such tenant at the commencement of its term or upon a renewal of that term.

The right to lease the RFR Premises will absolutely lapse and will not be exercisable by the Tenant during the Term if the Tenant occupies less than 166,200 square feet of the the net lettable area of the Building.

If the Tenant has fully complied with the provisions of this Clause, the Landlord must grant and the Tenant must accept a lease of the RFR Premises on the terms set out in the Landlord’s Offer.

The lease document for the RFR Premises will be prepared by the Landlord at the Tenant’s cost and must be signed by the Tenant within fourteen (14) days of receipt.

For the purposes of this Clause, the following words have the following meanings:

"Reserved Premises 1" means such rentable space at the first storey of the Building with an area of approximately 11,054 square feet as reserved by the Landlord within the area shown delineated in red in the plans attached as Appendix 8

"Reserved Premises 2" means such rentable space at the fourth storey of the Building with an approximate area of 42,323 square feet as reserved by the Landlord, within the area shown delineated in pink in the plan attached as Appendix 8;

"Reserved Premises" means both Reserved Premises 1 and Reserved Premises 2 or either one of Reserved Premises 1 or Reserved Premises 2, as the case may be;

"Landlord’s Reserved Premises 1 Offer" means the offer by the Landlord to the Tenant of the lease of the Year 7 Premises at prevailing market rent but otherwise on the same terms and conditions as are contained in this Agreement ; and

"Tenant’s Reserved Premises 1 Notice" means the notice given by the Tenant to the Landlord accepting the Landlord’s Reserved Premises 1 Offer for the Year 7 Premises.

"Landlord’s Reserved Premises 2 Offer" means the offer by the Landlord to the Tenant of the lease of the Year 10 Reserved Premises at prevailing market rent but otherwise on the same terms and conditions as are contained in this Agreement;

"Tenant’s Reserved Premises 2 Notice" means the notice given by the Tenant to the Landlord accepting the Landlord’s Reserved Premises 2 Offer for the Year 10 Premises.

"RP1 Acceptance Deadline" means the last day of the 66^th month from the Lease Commencement Date;

"Reserved Premises 1 Notification Deadline" means the last day of the 60^th month from the Lease Commencement Date;

"Reserved Premises 2 Notification Period" means the period commencing from the last day of the 84^th month from the Lease Commencement Date and expiring on the last day of the 96^th month from the Lease Commencement Date;

"RP2 Acceptance Deadline" means the last day of the 102^nd month from the Lease Commencement Date;

"Year 7 Premises Commencement Period" means the period commencing on the first day of the 70^th month from the Lease Commencement Date, and expiring on the first day of the 82^nd month from the Lease Commencement Date;

“Year 10 Premises” means the balance of the 31,850 square feet of the Reserved Premises 2 as shown in the plan attached as Appendix 8 and not let to the Tenant as part of the Year 7 Premises

"Year 10 Premises Commencement Period" means the period commencing on the first day of the 106^th month from the Lease Commencement Date and expiring on the first day of the 118^th month from the Lease Commencement Date.

In consideration of the payment by the Tenant to the Landlord of a fee of S$250,000.00 ("Reserved Premises Option Fee") to be made at the same time as the payment of the Deposit under Clause 3.1, the Landlord hereby reserves for the Tenant the Reserved Premises on the following terms and conditions ("Reserved Premises Option").

Subject to the Tenant occupying 166,200 square feet or more of the the net lettable area of the Building of the Building, the Landlord shall:

notify the Tenant, no later than the Reserved Premises 1 Notification Deadline of the availability of the Reserved Premises 1 and part of the Reserved Premises 2 (such area on the first storey and selected area on the fourth storey of the Building (as selected by the Landlord) hereinafter referred to as the "Year 7 Premises"), The Year 7 Premises shall be of an aggregate area of 21,528 square feet, (subject to an adjustment by the Landlord upwards or downwards of the aforesaid area on the fourth storey of the Building by 2,153 square feet); and

offer to the Tenant for lease at prevailing market rent but otherwise on the same terms and conditions as are contained in this Agreement, such Year 7 Premises as aforesaid (the "Landlord’s Reserved Premises 1 Offer"), for a term commencing on a date which falls within the Year 7 Premises Commencement Period and expiring on the same date as the Term. Such offer shall be in respect of the whole and not part of the Year 7 Premises.

If the Tenant wishes to accept the Landlord’s Reserved Premises 1 Offer, the Tenant must give the Tenant’s Reserved Premises 1 Notice to the Landlord no later than the RP1 Acceptance Deadline (time being of the essence); If the Tenant does not give the Tenant’s Reserved Premises 1 Notice to

If the Tenant’s Reserved Premises 1 Notice is given to the Landlord by the RP1 Acceptance Deadline as referred to in Clause 9.18A(d), the Landlord shall grant and the Tenant shall accept a lease of the Year 7 Premises on the terms set out in the Landlord’s Reserved Premises 1 Offer and the lease document will be prepared by the Landlord at the Tenant’s cost and must be signed within fourteen (14) days of receipt.

Subject to:

the Tenant having served its notice under Clause 9.14 to exercise its Option to Renew the Term for the First Option Term; and

the Year 7 Premises not having been surrendered at any time prior to the expiry of the Term,

If the Tenant wishes to accept the Landlord’s Reserved Premises 2 Offer, the Tenant must give the Tenant’s Reserved Premises 2 Notice to the Landlord no later than the RP2 Acceptance Deadline (time being of the essence). If the Tenant does not give the Tenant’s Reserved Premises 2 Notice to the Landlord by the RP2 Acceptance Deadline, the Tenant’s right to lease the Year 10 Premises under the Reserved Premises Option will absolutely lapse with respect to the whole of the Reserved Premises 2 (or the balance thereof not let to the Tenant as part of the Year 7 Premises, as the case may be ) and will not be exercisable by the Tenant during the remainder of the Term save that the Tenant’s right of first refusal under Clause 9.18 over the Reserved Premises 2 throughout the Term shall not be affected in any way and Clause 9.18 shall apply mutatis mutandis to this right of first refusal. The Landlord may then offer to lease the whole or any part of the Reserved Premises 2 to any other party at a rent and on terms determined by the Landlord without prejudice to the Tenant’s right of first refusal for the Reserved Premises 2 should the Reserved Premises 2 become subsequently available for lease during the remainder of the Term.

If the Tenant’s Reserved Premises 2 Notice is given to the Landlord by the RP2 Acceptance Deadline, the Landlord shall grant and the Tenant shall accept a lease of the Year 10 Premises or such part thereof on the terms set out in the Landlord’s Reserved Premises 2 Offer and the lease document will be prepared by the Landlord at the Tenant’s cost and must be signed within fourteen (14) days of receipt.

For the avoidance of doubt, (i) this Clause 9.18A shall apply only to the Term and shall not apply to the First Option Term or the Second Option Term; and (ii) the availability of the Reserved Premises is subject to such Reserved Premises or any part thereof not having been already leased by the Tenant pursuant to its rights under Clause 9.18.

Prohibition Regarding Prohibited Parties

grant any lease, licence or other occupation rights in respect of any part of the Building or any part of the Land to a Prohibited Party;

grant or permit any signages bearing the name or logo of any Prohibited Party to be located on any part of the Building or at any part of the Land; and

allow any part of the Building or any part of the Land, to be sub-leased, sub-licensed or occupied by any Prohibited Party; or

sell, assign or otherwise dispose of the Property or any part thereof, to a Prohibited Party.

Notwithstanding the other provisions of this Letter, if the Landlord intends to redevelop, retrofit, or upgrade the Building, the Landlord shall be entitled to determine this Lease by giving to the Tenant not less than twenty-four (24) months' notice in writing to the Tenant to that effect, and upon the expiry of such notice, the Term shall absolutely cease and determine and the Tenant shall (if still in occupation) vacate the Premises without compensation from or any claim whatsoever against the Landlord but such termination shall be without prejudice to any right of action of either Party against the other in respect of any antecedent breach of the Lease. Provided always that during the Term such notice shall not be served before the expiry of ten (10) years of the Term or in the event of a renewal of this Agreement pursuant to Clause 9.14, before the expiry of five (5) years of the First Option Term.

Notwithstanding the other provisions of this Lease, if any notice, order or gazette notification of intended acquisition or of acquisition is issued, made or served by the Government or any competent authority acquiring or intending to acquire     the Property, or such part thereof:

such that the Property is rendered substantially unfit for the Tenant’s use or occupation, or

the date the Landlord is required to deliver possession of the Property to the acquiring authority or JTC;

the date of termination of the Head Lease; or

such other relevant date as may be imposed by the acquiring authority or JTC;

Subject to Clause 9.18B and subject further to the Tenant’s rights under Clause 9.15, in the event of a sale, transfer or disposal of the Property, the Landlord shall be entitled to assign all its rights, interest and title under this Agreement.

The Tenant hereby expressly acknowledges and undertakes to the Landlord that where the Landlord, in the event of a sale, transfer or disposal of the Property, assigns its rights and interest in under or arising out of this Lease (including the transfer of the Deposit), then subject to the transferee having undertaken in writing to the Tenant to be bound by all the terms, covenants, stipulations and conditions of this Agreement on the part of the Landlord to be observed, performed and complied with (excluding Clause 9.15 and including but not limited to, the obligation to refund the Deposit and any other sums under this Agreement to the Tenant in accordance with the provisions of this Agreement), and subject further to Clause 9.18B and the Tenant’s rights under Clause 9.15, the Tenant shall be deemed to have consented to such assignment and shall accept any transferee of the Landlord as its new landlord and shall release the Landlord from all its obligations under the provisions of this Lease and in particular the obligation of the Landlord to refund the Deposit and any other sums pursuant to this Lease. Where required by the Landlord, the Tenant shall enter into and execute any novation agreement entered into or to be entered into by the Landlord and its transferee, such agreement to contain the usual terms found in novation agreements and to be prepared by and at the expense of the Landlord.

The rent and other sums payable by the Tenant under this Agreement (hereinafter collectively called "the Agreed Sum") shall, as between the Landlord and the Tenant, be exclusive of any applicable goods and services tax, imposition, duty and levy whatsoever (hereinafter collectively called "Taxes") which may from time to time be imposed or charged before, on or after the commencement of the Term (including any subsequent revisions thereto) by any government, quasi-government, statutory or tax authority on or calculated by reference to the amount of the Agreed Sum (or any part thereof) and the Tenant shall pay all such Taxes reimburse the Landlord for the payment of such Taxes, as the case may be, in such manner and within such period as to comply or enable the Landlord to comply with any applicable orders or directives of such authorities and the relevant laws and regulations.

The rights of the Landlord under this Clause shall be in addition and without prejudice to any other rights or powers of the Landlord under any applicable order or directive of the Authorities or any relevant law or regulation, to recover from the Tenant the amount of such Taxes which may be or is to be paid or borne by the Landlord.

The Tenant shall indemnify and hold harmless the Landlord from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the landlord arising from any claim, demand, proceeding or action that may be made or instituted by the Authorities in respect of such Taxes and resulting from any failure or delay on the part of the Tenant in the payment and discharge of any such Taxes.

Without prejudice to Clause 9.21(a), the Tenant shall not be liable for any income tax that may be levied or imposed on the income of the Landlord

No waiver whether express implied or due to an oversight by the Landlord of a breach default or non-observance or non- performance of provisions in this Lease contained or implied shall operate as a waiver of any continuing or subsequent breach of the same or of any other covenant obligation or provision in this Lease contained or implied nor shall it operate in any manner so as to defeat or affect in any way the rights of the Landlord in respect of any such continuing or subsequent breach default or non-observance or non-performance.

Any time or other indulgence granted by the Landlord's rights under this Lease shall be without prejudice to and shall not be taken as a waiver of any of the Landlord's rights under this Lease nor shall it prejudice or in any way limit or affect any statutory rights powers and remedies from time to time vested in or exercisable by the Landlord.

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.

Confidentiality of Information

any information which is already generally known to the public and which is not released to the public domain in breach of either Party's confidentiality obligations hereunder;

any information which is required to be disclosed pursuant to any applicable laws or to any Authorities or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body (including without limitation, any relevant stock exchange or securities council) including in the event of a public listing of securities within the meaning of the Securities and Futures Act (Chapter 289 of Singapore) affecting the Premises, any information where such disclosure is required by the prevailing listing rules, a regulatory authority or stock exchange or as part of a due diligence exercise;

any information which is required to be disclosed by law or pursuant to any legal process issued by any court of law or tribunal in Singapore and any disclosure to a court of law, arbitrator, tribunal or mediator in connection with any legal proceedings, arbitration or mediation shall be deemed to be disclosure required by law;

any information disclosed by either of the Parties to their respective bankers, financial advisors, auditors, consultants, Main Contractor, licensed valuers and legal or other advisors;

any information which is required to be disclosed to the holding company of either Party and either Party's branches or offices or related corporations (as defined in the Companies Act (Chapter 50 of Singapore);

(in respect of either Party's confidentiality obligation) any information which is required to be disclosed to any actual or potential purchaser or transferee of the Building or any part thereof, any actual or potential assignee of either Party, any actual or potential investor, mortgagee, chargee, financial adviser, consultant, valuer, manager, trustee, legal or other advisers in either Party or the Building or any part thereof (collectively, "Interested Parties"), or to any actual or potential banker, mortgagee, chargee, financial advisor, consultant, valuer, manager, trustee, legal or other advisers of any of the Interested Parties, and in connection with such disclosure, either Party is entitled to include any such information in any document which is publicly available;

any information which either Party has consented in writing to its disclosure by the other Party; and

any information disclosed to potential tenants in the Building, for the purposes of evidencing the Landlord’s obligations under this Agreement when marketing the premises in the Building.

Costs and Expenses

The Parties shall bear their respective legal costs, fees and disbursements incurred by in connection with the negotiation, preparation and completion of this Agreement (in duplicate) and any other document relating to this Agreement.

The Landlord shall pay or indemnify the Tenant (on a full indemnity basis) against all legal costs and fees incurred by the Tenant in consulting solicitors in connection with the enforcement of any material provision of this Agreement in the event that the Landlord acknowledges or does not dispute that it is in breach of any material provision of this Agreement or is adjudged by a court, tribunal or arbitrator to be in breach of any material provision of this Agreement.

To examine the same and to make such alterations, improvements or additions as the Landlord may deem necessary or desirable, and the Landlord shall be allowed to take all materials that may be required therefore into and upon the Premises without the same constituting an eviction of the Tenant in whole or in part;

To inspect, repair and/or test the mechanical, electrical, fire safety systems and other facilities serving the Building, the Building or the Premises and to conduct any exercise or acts relating to the safety, protection, preservation or improvement of the Building;

To inspect, cleanse, connect, repair, remove, replace with others, alter or execute any works whatsoever to or in connection with the Conducting Media easements or services referred to in paragraphs 1 and 2 of this Schedule;

To view the state and condition of and repair and maintain the Premises and the Building or any part thereof where such viewing or work would not otherwise be reasonably practicable;

To carry out any work or do anything whatever comprised within the Landlord's obligations in law or under this Lease;

(if there is an Air Handling Unit ("A.H.U") room in the Premises) To gain access to the A.H.U. room for the purpose of servicing or carrying out any repairs or works in the A.H.U. room but provided always that in the event the Landlord shall require access after the Operating Hours in Singapore for such purposes, the Tenant shall permit the same and the Landlord shall notify the Tenant immediately upon completion of such works but shall not be responsible for the securing or locking of the Premises upon completion of the servicing and/or repairs or works in the A.H.U. room, and without limiting the generality of Clause 9.7 of the Lease, the Landlord shall not be responsible for any damage to or loss of goods or property (whether belonging to the Tenant or to others) or loss, damage or injury to the Premises howsoever caused or any consequential loss therefrom;

To take schedules or inventories of fixtures and other items to be yielded up on the expiry of the Term;

To construct, alter, maintain, repair or fix anything or additional thing serving the Building or the adjoining premises or property of the Landlord, and running through or on the Premises;

To exercise any of the rights granted to the Landlord by this Lease; and

In connection with the development of the remainder of the Building or any adjoining or neighbouring land or premises, including the right to build on or onto or in prolongation of any boundary wall of the Premises.

Full right in the event of invasion, mob, riot, public excitement or other circumstances rendering such action advisable in the Landlord's opinion to prevent access to the Building including closing the entrances thereto during the continuance of the same and for so long and in such manner as the Landlord deems necessary or appropriate.

The right at all times to refuse access to the Building or the Building or otherwise control such access in respect of any person whose presence in the Building or the Building may in the opinion of the Landlord be prejudicial to the safety, character, reputation and interests of the Building, its occupants or the Landlord.

particulars of the type, quality, materials and specifications of all internal partitions to be used in the Premises;

all construction, furnishing, installation, improvements, equipment and fixtures within the Premises; and

all works relating to the interior of the Premises such as interior design and decorations, partitioning, fittings, flooring, carpeting, carpentry, lighting and light fixtures, plumbing, ceilings and other interior finishes.

effect and maintain, or procure the effecting and maintenance of, policies of insurance in such form as the Landlord may specify with an insurance company approved by the Landlord (which approval shall not be unreasonably withheld) to cover all risks and third party liability and/or such other risks as the Landlord may from time to time require and for such sum as may be reasonably specified by the Landlord (having regard to industry practice and the extent and nature of the fitting out works) in respect of any one occurrence covering the period between the date of commencement of the Fitting-Out Period and the date of commencement of the Term and shall in all such policies name the Landlord and the Tenant's fitting-out contractor as the co-insured parties for their respective interests;

establish an account with the Utilities Provider for the supply of electricity and/or water to the Premises to be separately metered for the account of the Tenant. Provided That the Landlord may in its absolute discretion permit the Tenant to utilise during the Fitting-Out Period electricity and/or water supplies from a source other than the Tenant's established account with the Utilities Provider as aforesaid, in which case the Tenant shall pay to the Landlord from time to time such additional sums as the Landlord may determine as being the estimated fees for the use of such electricity and/or water. In this regard, the Landlord's determination of the sum payable by the Tenant shall, in the absence of manifest error, be conclusive and binding on the Tenant;

deposit with the Landlord, an amount notified by the Landlord to the Tenant computed on the basis of S$1.50 per square foot of the premises being fitted out subject to a minimum of S$2,000.00, as security for the due performance and observance by the Tenant of the terms and conditions hereof and or the Tenant's compliance with the following:

duly carrying out and completing the Tenant's Fitting-Out Works within the Fitting-Out Period;

paying on written demand the costs of rectifying all damage to the Premises, adjoining premises and/or the Building caused by the Tenant, its employees, agents, contractors, sub-contractors or invitees;

keeping the Premises and the Building clean and tidy and on completion of the Tenant's Fitting-Out Works removing therefrom all waste and debris to such location outside the Building as designated by the relevant authorities;

disposing of all waste and debris immediately after the Tenant's Fitting-Out Works;

paying to the Landlord the fees for use of the electricity and water as provided in Clause 2.2(b) of this Schedule.

Refund of Fitting-Out Deposit

Design and Supervision of Mechanical and Electrical Works

to ensure that works are carried out by the Tenant in accordance with the approved Fitting-Out Plans; and

for any other purpose which the Landlord shall deem fit.

failure to obtain any of the Fitting-Out Consents;

breach, non-observance or non-performance of any terms, conditions or requirements of statute or the Fitting-Out Consents;

all claims demands actions suits proceedings orders 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 to property arising from or out of any occurrences in upon or at the Premises or the use of the Premises or any part thereof caused by the Tenant or by any of the Tenant's Occupiers; and

all loss and damage to the Premises and the Building or any part thereof and to all property therein caused directly or indirectly by the Tenant or the Tenant's Occupiers.

Subject to Clauses 5.11 and 5.42 above, preventive maintenance for Landlord’s building facilities covering the electrical system (including annual testing and renewal of electrical licence), ACMV system, fire protection system (excluding Tenant’s server room/data room, if any), plumbing & sanitary system, life system (including testing for renewal of lift certificate), dock leveler and automatic car-park barriers;

Landscaping works and pest control works for the external part of the Property only;

Facade painting, cleaning of curtain walling/cladding and 5-yearly structural inspection;

Replacement of building structure, building services and systems provided that the need to carry out such replacement is not caused by the act, omission or negligence of the Tenant, its servants, agents, contractors, invitees or permitted occupiers;

Re-roofing and replacement of waterproofing;

Re-surfacing of carpark;

Provision of office-hour air-conditioning (i.e. 8.00 a.m. to 6.00 p.m., from Mondays to Fridays and from 8.00 a.m. to 1.00 p.m. on Saturdays (Sundays and gazetted public holidays excluded);

Provision of 24-hour 7-day security guards (2 guards during day shift and 1 guard during night shift);

Daily cleaning of external common areas;

Daily refuse disposal;

Daily cleaning of internal common areas and toilets; and

The provision of a gym in the Building with usage fees (to be determined by the Landlord) being payable.

The rent applicable as at the commencement of each of the First Option Term and the Second Option Term shall be revised and determined in accordance with the provisions of this Sixth Schedule.

In respect of the First Option Term:

the monthly rent (excluding service charge) payable for each month comprised in the first year of the First Option Term shall be the Prevailing Market Rent as at the commencement of the First Option Term, subject to a cap equivalent to 105% of the effective rent (excluding service charge) payable for the last month of the Term but in any case shall not be below the rent payable for the year immediately preceding; and

subsequent thereto, the rent (excluding service charge) for each subsequent year comprised in the remaining period of the First Option Term shall be revised to a rent to be agreed between the Parties at the time of renewal of the First Option Term, which rent shall be subject to a yearly escalation not exceeding five per cent (5%) over the rent (excluding service charge) applicable to the year immediately preceding each such year but in any case shall not be below the rent payable for the year immediately preceding each such year.

In respect of the Second Option Term:

the monthly rent (excluding service charge) payable for each month comprised in the first year of the Second Option Term shall be the Prevailing Market Rent as at the commencement of the Second Option Term but in any case shall not be below the rent payable for the year immediately preceding; and

subsequent thereto, the rent (excluding service charge) for each subsequent year comprised in the remaining period of the Second Option Term shall be revised to a rent to be agreed between the Parties at the time of renewal of the Second Option Term, which rent shall be subject to a yearly escalation not exceeding five per cent (5%) over the rent (excluding service charge) applicable to the year immediately preceding each such year but in any case shall not be below the rent payable for the year immediately preceding each such year.

The Service Charge applicable for each month comprised in the First Option Term and the Second Option Term shall be determined by the Landlord from time to time, acting reasonably and having regard to the rates of service charge applicable to comparable properties (if any).

Agreement on Prevailing Market Rate    

within fourteen (14) days after the date stipulated in Paragraph 2 of this Schedule, each of the Landlord and the Tenant shall at its own cost appoint any one of the following valuers:

Colliers International;

Jones Lang LaSalle Property Consultants Pte Ltd;

CB Richard Ellis (Pte) Ltd;

DTZ Debenham Tie Leung (SEA) Pte Ltd; and

Knight Frank Pte Ltd,

if the variance between the two valuations obtained pursuant to the valuation carried out under Paragraph 3(a) does not exceed five per cent (5%) of the higher valuation obtained, the average of the two Appointed Valuers’ valuations made in accordance with paragraph 3(a) of this Schedule shall be the Prevailing Market Rent and be binding and conclusive on both the Landlord and the Tenant but if only one Appointed Valuer has been appointed or has reported in accordance with the said paragraph 3(a), the valuation of the Appointed Valuer so appointed and reporting shall be the Prevailing Market Rent and shall be conclusive and binding on the Landlord and the Tenant; and

if the variance between the two valuations obtained pursuant to the valuation carried out under Paragraph 3(a) of this Schedule exceeds five per cent (5%) of the higher valuation obtained, the Landlord and the Tenant shall within seven (7) days from the date of the later valuation report jointly appoint a third approved valuer (the "Approved Valuer") from the aforesaid list of Appointed Valuer or in the event that the Landlord and the Tenant cannot agree on the appointment of the Approved Valuer, such Approved Valuer as appointed by the President of the Institution of Surveyors and Valuers to whom the Parties shall refer, to report in writing to both parties hereto, the Approved Valuer’s valuation of the Prevailing Market Rent within twenty-one (21) days of his appointment (the "Approved Valuer's Rent Review Date"). Such Approved Valuer shall act as an expert and not an arbitrator and the Prevailing Market Rent shall in such case be derived by taking the average of the two valuations which are closest in value from the three valuation reports obtained pursuant to Paragraphs 3(b) and (c) herein, and such Prevailing Market Rent shall be binding on the Landlord and Tenant. The costs and expenses of the Approved Valuer shall be borne by the parties in equal shares.

For the avoidance of doubt, if the Prevailing Market Rent is not determined by the commencement date of the First Option Term or Second Option Term, as the case may be, the Tenant shall continue to pay the Rent then applicable to the Landlord until the Prevailing Market Rent has been determined. Upon determination of the Prevailing Market Rent, the rent, service charge and security deposit amount will be adjusted accordingly with effect from the Relevant Rent Review Date. If there is any underpayment, the shortfall must be paid by the Tenant to the Landlord, free of interest, within fourteen (14) days from the date of determination of the Prevailing Market Rent. If there is any overpayment, the excess will be paid by the Landlord to the Tenant, free of interest, within fourteen (14) days of the date of determination of the Prevailing Market Rent or (at the Landlord’s discretion) be applied by the Landlord towards the rent and service charge payable by the Tenant on the next Payment Date.

the letting is substantially on the same terms and conditions as those applicable to the First Option Term or the Second Option Term (as the case may be);

the Premises are available to let as a whole, with vacant possession, by a willing landlord to a willing tenant, without premium;

the Premises are ready, fit and available for immediate occupation and use and all fitting out and other tenant’s works required by the tenant have been completed immediately prior to the commencement of the First Option Term or Second Option Term, as the case may be;

the Landlord and the Tenant have complied with their respective obligations under this Agreement, the agreement relating to the First Option Term or the agreement relating to the Second Option Term, as the case may be, but without prejudice to any rights of the parties;

if the whole or any part of the Premises or the means of access or any services to them have been destroyed or damaged, they have been fully reinstated;

the rates of rent payable for single lettings of comparable premises in the vicinity of the Property;

the effective rent on a new single letting of space of similar size and condition to the Property with vacant possession; and

the Property being available only for the use as that set forth in this Agreement as may be supplemented, varied or amended from time to time.

any goodwill attributable to the Premises by reason of any business of Kulicke & Soffa Pte. Ltd. carried on there;

any effect on rent of the fact that any tenant and any permitted occupier is or has been in occupation of the Premises;

the value of the fixtures and fittings of the Tenant and any permitted occupier; and

any sublease or other sub-tenancy agreement, licence or occupational arrangement in respect of any part of the Property and any rental fees or money payable under any of them.

lease to KULICKE & SOFFA PTE. LTD. ("Tenant") the property known as [] ("Property"), on the terms and conditions of a lease agreement ("Agreement") dated [•] entered into between the Landlord and the Tenant; and

allow the Tenant to furnish a bank guarantee for the whole of the Deposit amount (as defined in the Agreement) required under the Agreement,

whether or not the Guarantor gives prior notice of the payment to the Tenant;

despite any dispute between the Landlord and the Tenant or any notice given to the Guarantor by the Tenant not to pay to the Landlord any sums payable under this Guarantee; and

irrespective of the performance or non-performance by the Tenant or the Landlord of the terms of the Agreement or any obligation under or in connection with the Agreement in any respect.

The Guarantor's liability under this Guarantee is not affected or discharged in any way by:

any variation of the Agreement; or

any extension of time or other forbearance given by the Landlord to the Tenant; or

the insolvency, bankruptcy, winding up or judicial management (as may be the case) of the Tenant; or

any other circumstance, act or omission which (except for this provision) may operate to exonerate the Guarantor from that liability or affect that liability at law or in equity.

It is expressly acknowledged and declared that partial and multiple drawings on this Guarantee are permitted.

This Guarantee shall remain in full force and effect from [insert effective date] until [insert expiry date] ("Expiry Date").

This Guarantee is governed by and will be construed in accordance with the laws of the Republic of Singapore.

Any claim under this Guarantee must be made in writing not later than [Expiry Date]* [three (3) months after the Expiry Date]** and must be delivered personally or sent by prepaid registered post addressed to the Guarantor.

In the event of any assignment by the Landlord of its rights and benefits under this Guarantee to any subsequent purchaser(s) of the Property, all references to "Landlord" in this Guarantee shall thenceforth mean and refer to any such assignee.

A person who is not the Guarantor, a successor of the Guarantor, the Landlord or a successor or assign of the Landlord, has no right under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) to enforce any term of this Guarantee.

For the purposes of this Agreement, Prohibited Parties refer to:

the parties listed in Part A;

the parties carrying out (i) manufacturing, (ii) manufacturing and sale, or (iii) manufacturing, , sale and maintenance, of such equipment described in Part B below; and

the parties carrying out (i) manufacturing, (ii) manufacturing and sale, or (iii) manufacturing, sale and maintenance, of such equipment described in Part C below, provided that the Tenant commences carrying out any of the following (viz: (i) manufacturing, (ii) manufacturing and sale, or (iii) manufacturing, sale and maintenance, of such equipment described in Part C) and has migrated the description of the equipment found under Part C to Part B pursuant to paragraph 2 (b) below ( each, entity under the foregoing paragraphs 1(b) and (c), a “Part B Entity”)

the Landlord’s obligations under Clause 9.18B1with respect to any Part B Entity taking a lease or licence of or other occupation rights (as the case may be) in respect of any part of the Building or any part of the Land shall be considered satisfied if

the Landlord includes a covenant in all the leases, licences or other document(s) (as the case may be) relating to such occupation rights in respect of any part of the Building or any part of the Land,that prohibit the tenant, licencee or occupant thereunder (as the case may be) from engaging in or undertaking the (I) manufacture, (II) manufacture and sale, or (III) manufacture, sale and maintenance, of the equipment listed in Part B. For the avoidance of doubt, where this covenant is included in the relevant lease, licence or other document(s) (as the case may be) relating to such occupation rights, theLandlord is not required to audit or conduct further due diligence into the relevant occupant’s activities; and

In the event the Tenant notifies the Landlord that any of the tenant, licencee or occupant referred to in the foregoing paragraph (a)(i) of this proviso is in breach of the covenant, the Landlord must investigate and enforce the covenant against the relevant tenant, licencee or occupant, if applicable.

Part A; and

the descriptions in Part B by a migration of the description previously found under Part C, to Part B consequent upon the Tenant carrying out (i) manufacturing, (ii) manufacturing and sale, or (iii) manufacturing, sale and maintenance, of such equipment described in Part C,

The Tenant is entitled to review and refresh by notice in writing (each, a "Refresher Notice") to the Landlord :

the total number of entities in the list in Part A does not exceed fifty; and

any new entity introduced as part of the refresher exercise is in competition with the Tenant’s then current activities and operations, or is a related company (as defined under Section 6 of the Companies Act (Cap 50)) of such entity listed in Part A; and

the description of the equipment in Part B, by a migration of the description of the equipment previously found under Part C, to Part B consequent upon the Tenant carrying out (i) manufacturing, (ii) manufacturing and sale, or (iii) manufacturing, sale and maintenance, of such equipment described in Part C.

In the event of a dispute as to whether an entity qualifies as a Prohibited Party under Clause 9.18B and Appendix 3 (the "Disputed Prohibited Party"), the Landlord’s undertaking under Clause 9.18B.1 shall apply to such Disputed Prohibited Party as if it were a Prohibited Party under this Agreement, until such a dispute has been resolved between the Parties.