Exhibit 10.1

 

Tai Yuan Hi-Tech Industrial Park

Factory Lease Agreement

 

This agreement is established between

 

Lessee, GSI Technology Taiwan Inc. (hereinafter referred to as Lessee)

 

and

 

Lessor, Tai Yuen Textile Co., Ltd. (hereinafter referred to as Lessor)

 

for the purpose of rental of properties in Tai Yuan Hi-Tech Industrial Park.  Both parties to this agreement concur to comply with the conditions hereinbelow provided:

 

	
Article 1
    	
Rented House
    
	
 
    	
Lessor shall rent   the following house to Lessee:
    
	
 
    	
1.
    	
House Location: 1   house at 6F-1,and 5F-2, No. 30, Tai-Yuan St., Chu-Pei Li, Chu-Pei City,   Hsinchu County
    
	
 
    	
 
    	
Area: 710.23 pings
    
	
 
    	
2.
    	
Both parties   agree to transfer the house as it is.
    
	
Article 2
    	
Rents
    
	
 
    	
1.
    	
Monthly rent   shall be NT$561,081, inclusive of tax.
    
	
 
    	
2.
    	
Rent shall be   paid every month, but Lessee shall draw 12 checks at a time which totally   cover one-year rents to Lessor. The date of issue for a check shall be the   first day of the lease period in every month stipulated in the lease   agreement. Lessor shall issue an invoice to Lessee after a check for paying   the monthly rent has cashed. The rents for the 2nd year shall be paid in the same way; the   checks drawn shall be given to Lessor before the last check, for the last   term of the 1st year, cashes. If any of these checks drawn   by Lessee can not be cashed on time, a penalty fine amounting to 1% of the   monthly rent shall be calculated and paid every day.
    
	
Article 3
    	
Guarantee   (Deposit)
    
	
 
    	
Lessee shall be   obliged to submit a guarantee (deposit) in the amount of NT$1,640,000 (equal   to a 3-month rent, inclusive of tax) upon the execution of this agreement. If   Lessee owes any rents or damages, Lessor may deduct such rents or damages   from the guarantee (deposit) first. After expiration of the lease when Lessee   fully vacates the said premises, Lessor shall return the guarantee (deposit)   in full, without any interest payment due, after deducting any fees unpaid by   Lessee.
    
	
Article 4
    	
Lease Period
    
	
 
    	
The lease period   shall be for a period of 2 years only, effective from Sep. 1, 2012 to   Aug. 31, 2014. If Lessor wants to rent the house continuously after   expiration of the lease agreement, Lessee has the priority right to rent it   first, but Lessee shall notify Lessor of such intension 3 months before the   lease expiration, and the lease conditions in the next lease agreement shall   be negotiated again.
    
	
Article 5
    	
Use of Rented   Property
    
	
 
    	
1.
    	
Lessee shall   neither sublet, loan nor transfer the rental of, nor institute any
    


 











 

	
 
    	
 
    	
means that may   submit a portion or the entirety of the house to the usage or facility of a   third-person, without the prior consent of Lessor.
    
	
 
    	
2.
    	
Lessee shall   abidy by laws and Tai Yuan Hi-Tech Industrial Park Regulations, and shall not   use the house for any illegal purposes or for storage of dangerous materials   that are hazardous to public safety.
    
	
 
    	
3.
    	
If an interior   decoration becomes necessary, Lessee shall be obliged to obtain the prior   consent of Lessor before affecting such interior decoration; however, Lessee   shall be obliged to ensure that such interior decorating shall not, in any   way, destroy the original construction of the house or violate any laws.   Should any law be violated because of such decoration, Lessee shall restore   to its original condition; otherwise Lessor may terminate the agreement. When   Lessor terminates this agreement, Lessee shall take back all decorated   articles and equipment and be obliged to restore the house into its original   condition on the time the house is due for return to Lessor. Any damage to a   3rd party shall be compensated by Lessee. If   Lessor suffers loss consequently, Lessee shall compensate and be responsible   for all expenses of Lessor.
    
	
 
    	
4.
    	
Lessee shall have   public accident insurance (Insurance Amount: More than NT$10,000,000 for body   injuries per incident; More than NT$2,000,000 for house loss per incident)   and fire legal responsibility insurance. Should Lessee fail to obtain any of   the above insurance and thus cause any loss to a 3rd party or Lessor, Lessee shall be responsible   for compensation of such loss.
    
	
Article 6
    	
Damage and Repair
    
	
 
    	
1.
    	
For any damage or   destruction to the house that is ascribed to Lessee’s responsibility, Lessee   shall be held liable for repair or damages.
    
	
 
    	
2.
    	
For any damage or   destruction to the house that is not ascribed to Lessee’s responsibility,   Lessor shall be held liable for repair. If Lessor fails to repair within the   period demanded by Lessee, Lessee may repair or have a repairperson repair,   and repair expenses shall be paid by Lessor.
    
	
Article 7
    	
Expense and Tax
    
	
 
    	
1.
    	
House tax and   land tax shall be at the expense of Lessor, whereas, all utility bills,   telecommunication expense, cleaning expense, waste cleaning expense,   equipment rapair & maintenance expense, management expense and other   necessary expenses to be paid for using the house shall be at the expense of   Lessee.
    
	
 
    	
2.
    	
Lessee shall pay   the above-mentioned expenses on time regardless of whether Lessee uses the   house during the lease period or not.
    
	
Article 8
    	
Breach of   Contract & Punishmnet
    
	
 
    	
1.
    	
If Lessee   violates the agreement while using the house and fails to correct or fails to   completely correct within 7 days after Lessor’s notification, Lessor may   terminate the lease agreement.
    
	
 
    	
2.
    	
If either of the   parties violates the agreement and thus damages the other party’s rights, the   violating party shall compensate the other party for the loss and other   relevant expenses.
    
	
 
    	
3.
    	
At the expiration   of the lease, except if Lessor consents to continue the lease of the house,   Lessee shall be obliged to return the house to Lessor, in
    


 











 

	
 
    	
 
    	
the spirit of   goodwill, fully vacated and under the same conditions that it was leased.   Lessee shall not issue any cause for denial nor present any protest to such a   turnover. In the event that Lessee shall fail to return the house on time,   then Lessor shall demand the payment of a breach of contract penalty   amounting to one-time the amount of the agreed rent, for the period starting   from the day following the expiration date until the last day that Lessee   remains in occupation of the house.
    
	
 
    	
4.
    	
Should Lessee fail   to make the rent payment for 2 months, Lessor may terminate the lease   agreement.
    
	
 
    	
5.
    	
If Lessee   violates the agreement while using the house and fails to correct or fails to   completely correct within 7 days after Lessor’s notification, Lessor may   terminate the lease agreement. For any loss or damage, Lessor may ask for   compensation.
    
	
Article 9
    	
Lease Termination
    
	
 
    	
1.
    	
If one party   decides to terminate this agreement before expiration of the lease, the   terminating party shall obtain the written consent of the other party.  If Lessee wants to move out of the house   while lease agreement is still in effect, Lessee shall give a 3 months   written notification to Lessor and pay the amount of a 3-month rent to Lessor   as compensation. If Lessor wants to take back the rented house earlier before   expiration of the lease, Lessor shall also give Lessee a 3 months written   notification and pay the amount equial to a 3-month rent to Lessee as   compensation.
    
	
 
    	
2.
    	
Lessee shall be   obliged to fully vacate and restore the house into its original condition on   the time the house is due for return to Lessor. At the expiration of this   agreement, any furniture, machine or item that Lessee has failed to take out   of the house during the vacation of the house, shall be regarded as junk or   abandoned item, the settlement of which shall be left to the discretion of   Lessor. Any expenses incurring shall be paid by Lessee or deducted from the   guarantee (deposit) first. Lessee shall make any causes to claim any rights   or ask any expense from Lessor.
    
	
Article 10
    	
Notarial Lease   Agreement
    
	
 
    	
1.
    	
Lessor and Lessee   shall deal with notarization of the lease agreement together, and the   notarization fee shall be paid by both parties averagely.
    
	
 
    	
2.
    	
Should Lessee   fail to pay rents or any penalty due to breach of contract, or refuse to   vacate and move out of the house at the expiration of the lease agreement,   such payment or moving out will be enforced according to the law. Should   Lessor fail to return the guarantee (deposit) under the lease agreement, such   return will be enforced according to the law.
    
	
Article 11
    	
Jurisdiction
    
	
 
    	
Both parties   agree that for any lawsuit involving the lease agreement, 1st trial court shall be Hsinchu District Court.
    
	
Article 12
    	
Other Conditions
    
	
 
    	
1.
    	
After being given   the house, Lessee shall pay the expenses stipulated in Article 7 of this   lease agreement.
    
	
 
    	
2.
    	
The lease   agreement is made in quadruplicate. Each party shall keep one copy; each of   the court and the office of notary public shall keep one copy.
    


 











 

	
Signed by:
    	
Lessee
    	
GSI Technology   Taiwan , Inc,
    
	
 
    	
 
    	
(with seal)
    
	
 
    	
Legal   Representative:
    	
Wu, Bor-Tay (with   seal)
    
	
 
    	
Uniform No.:
    	
53292218
    
	
 
    	
Address:
    	
6F-1,   No. 30, Tai-Yuan St., Chu-Pei Li, Chu-Pei City, Hsinchu County
    
	
 
    	
Tel:
    	
(03) 5525345
    
	
 
    	
 
    	
 
    
	
 
    	
Lessor
    	
Tai Yuen Textile   Co., Ltd.
    
	
 
    	
 
    	
(with seal)
    
	
 
    	
Legal   Representative:
    	
Kenneth, K.T. Yen   (with seal)
    
	
 
    	
Uniform No.:
    	
03516001
    
	
 
    	
Address:
    	
8F, No. 2,   Dun Hua S. Rd., Sec. 2, Taipei City
    
	
 
    	
Tel:
    	
(02) 77132222
    
	
 
    	
 
    	
 
    
	
Aug. 9, 2012