Assignment of Lease Agreement among Lucas Schaevitz Limited, Measurement Specialties (England) Limited, and Measurement Specialties, Inc. dated August 4, 2000

Summary

This agreement transfers the lease of property at 543-544 Ipswich Road Trading Estates, Slough, Berkshire from Lucas Schaevitz Limited to Measurement Specialties (England) Limited. Measurement Specialties, Inc. acts as guarantor, ensuring the new tenant fulfills all lease obligations, including rent payments and compliance with lease terms. The agreement includes indemnity and guarantee provisions to protect the original tenant from any breaches by the new tenant. The contract is governed by English law and takes effect once signed and dated by all parties.

EX-10.11 8 0008.txt EXHIBIT 10.11 EXHIBIT 10.11 ASSIGNMENT DATED AUGUST 4th, 2000 ---- (1) LUCAS SCHAEVITZ LIMITED (2) MEASUREMENT SPECIALTIES (ENGLAND) LIMITED (3) MEASUREMENT SPECIALTIES, INC. ASSIGNMENT OF LEASE DATED 14 SEPTEMBER 1977 OF 543 - 544 TRADING ESTATE IPSWICH ROAD SLOUGH BERKSHIRE - ---------------------------------------------------------------------------- TAYLOR JOYNSON GARRETT Carmelite 50 Victoria Embankment Blackfriars London EC4Y ODX Tel No: 020 7300 7000 Fax No: 020 7300 7100 DX: 41 London Ref: CJB PARTICULARS DATE: August 4th 2000 --- ASSIGNOR: Lucas Schaevitz Limited whose registered office is at Stratford Road Solihull West Midlands B90 4LA ASSIGNEE: Measurement Specialties (England) Limited whose registered office is at 22 Melton Street London NW1 2BW GUARANTOR: Measurement Specialties, Inc 80 Little Falls Road Fairfield New Jersey 07004 USA PROPERTY: 543 -544 Ipswich Road Trading Estates Slough Berkshire LEASE: A lease of the Property dated 14 September 1977 made between: (1) Slough Trading Estate Limited (2) The Assignor in its then name of Schaevitz E.M. Limited as varied by A deed of variation dated 14 July 1992 made between (1) Slough Trading Estate Limited and (2) the Assignor THIS DEED is made on the date and between the parties specified in the Particulars. INTRODUCTION (A) The Lease of the Property is vested in the Assignor. (B) The Assignor the Assignee and the Guarantor have agreed that the Lease will be assigned to the Assignee. AGREED TERMS 1. Definitions and Interpretation 1.1 The expressions "Assignor" "Assignee" and Guarantor shall include their respective successors in title. 1.2 The Particulars constitute part of this deed and the expressions contained in the Particulars shall be incorporated as definitions. 1.3 The term "Lease" includes all or any deeds or documents supplemental to the Lease whether or not expressed to be so. 1.4 Where any party at any time shall comprise two or more persons obligations expressed or implied to be made by or with such party shall be deemed to be made by or with such persons jointly and severally. 2. Assignment In consideration of the respective covenants by the Assignee and the Guarantor with the Assignor contained in clauses 4 and 5. The Assignor with full title guarantee assigns to the Assignee the Lease of the Property for the unexpired residue of the term granted by the Lease subject to payment of the rent reserved and the performance and observance of the tenant's covenants and conditions contained in the Lease. 3. Variation of Title Guarantee 3.1 S.6(2)(a) of the Law of Property (Miscellaneous Provisions) Act 1994 is to be construed as if all entries made in any public register which a prudent buyer would expect are within the actual knowledge of the Assignee. 3.2 The covenants implied under s.4(1)(b) of the Law of Property (Miscellaneous Provisions) Act 1994 do not apply to any breach of the Covenant relating to the physical state of the Property. 4. Indemnity The Assignee covenants with the Assignor that the Assignee will at all times from and including the date of this assignment to and including the end of the term of years granted by the Lease and any continuation of it ("the Liability Period"): (a)pay the rent and other monies reserved by the Lease and will observe and perform the covenants restrictions conditions and other stipulations contained or referred to in the Lease ("Covenants"). (b)indemnify and keep indemnified the Assignor against all actions charges costs claims proceedings and demands taken or made against the Assignor and all costs damages expenses liabilities and losses incurred by the Assignor arising out of any breach non-observance or non-performance of any of the covenants contained or referred to in this deed. 5. Guarantee 5.1 The Guarantor as primary obligor and not only as guarantor guarantees to the Assignor that the Assignee will comply with the Covenants during the Liability Period. 5.2 As an independent obligation the Guarantor agrees with the Assignor to comply with the Covenants if the Assignee does not do so and to indemnify the Assignor Against all actions claims demands and proceedings taken or made against the Assignor and all costs damages expenses liabilities and losses incurred by the Assignor arising from their breach. -2- 5.3 The Guarantor agrees that the Assignor may make a claim under this guarantee and indemnity without any legal or equitable set-off counterclaim or deduction. 5.4 The obligations of the Guarantor are not to be released by: 5.4.1 any delay or neglect by the Assignor in enforcing this guarantee and indemnity or any time allowed by the Seller for its performance; 5.4.2 any variation of the Covenants or the surrender of any part of the Lease; 5.4.3 the Assignee being struck off the register of companies or otherwise ceasing to exist; 5.4.4 any legal limitation immunity disability incapacity or other circumstances relating to the Assignee whether or not known to the Assignor; or 5.4.5 anything else which would have released the Guarantor whether by the variation of the obligations guaranteed or by the conduct of the parties. 5.5 The Guarantor is not to claim any rights of subrogation in respect of the obligations guaranteed by the Guarantor and is not entitled to participate in any security held by the Assignor in respect of those obligations unless and until those obligations have been performed or discharged in full. 5.6 The Guarantor is not to claim in competition with the Assignor in the insolvency of the Assignee and is not to take any security indemnity or guarantee from that person in respect of those obligations. 5.7 If any payment made to the Assignor is set aside or avoided under the laws relating to insolvency the Assignor may claim under this guarantee and indemnity in respect of that payment and any settlement release or discharge of the obligations guaranteed by the Guarantor is to take effect subject to this condition. -3- 6. Governing Law and Jurisdiction This deed shall be governed by and construed in accordance with English law. 7. Third Party Rights This agreement creates no rights in any third parties to enforce its terms pursuant to section 1 of the Contracts (Rights of Third Parties) Act 1999. 8. Effective Date The provisions of this deed shall not have effect until this deed has been dated. * * * Remainder of page intentionally blank. -4- This deed has been executed and delivered as a deed on the date first written above. EXECUTED by Lucas Schaevitz Limited ) Acting by William Fullmer Acting by: ) and David Brown, its Attorneys-in-Fact pursuant to /S/ a Power of Attorney dated as - ---------------------------------------- of August 3,2000. Director /S/ - ---------------------------------------- Dir./Sec. EXECUTED by Measurement ) Specialties (England) Limited ) Acting by: ) /S/ - ---------------------------------------- Director /S/ - ---------------------------------------- Dir./Sec. EXECUTED by Measurement ) Specialties, Inc ) Acting by: ) /S/ Joseph R. Mallon, Jr. - ---------------------------------------- Joseph R. Mallon, Jr. Chief Executive Officer -5-