Exhibit
10.3


 





 


	Our
    Ref: MLM-CMA-0029766	Date
    : 21 December 2021 


Allocation
Number : A5006535


 


FILTEC
PRIVATE LIMITED


35
DEFU LANE 9


SINGAPORE
539275


 


Dear
Sirs


 


OFFER
FOR TENANCY AT BLK 8 JTC DEFU INDUSTRIAL CITY #03-27 SINGAPORE 533758


 


	1	GENERAL



 


	1.1	This
    letter, together with the attached Special Terms and Standard Terms, comprises our offer to rent the Premises to you (“Offer”).
    You are advised to review these documents before accepting the Offer.
	 	 
	1.2	On
    your acceptance as stated in paragraph 3 below, your signed Letter of Acceptance will constitute a binding tenancy contract
    between us (“Tenancy”).


 


	2	OFFER



 


	.1	Premises




 


We
offer to rent the following Premises to you on an “as is” basis.


 


	(a)	Private
    Lot No.:	 	Unit
    No:	 	Estimated
                                            Area (“Area”)

    (square
    metres):
	 	1Maximum

    Floor
    Loading (kiloNewtons per square metre):
	 	2Maximum

    Electrical
    Loading

    (amp):

	 	 	 	 	 	 	 	 	 	 
	 	[Note
                                            to Customer: This will be made known

    later.]
	 	#03-27	 	1,630.99	 	20
    kN/sqm	 	250
    amp
	(b)	Address
    and Postal Code:	 	Blk
    8 Defu South Street 1 JTC Defu Industrial City Singapore 533758
	(c)	Plan
    of Premises:	 	Please
    see attached plans


 


 



 













1
Note to Customer: You must not exceed the Maximum Floor Loading and must ensure that the permitted load is evenly distributed.


2
Note to Customer: You must not exceed the Maximum Electrical Loading.


 


Address:
The JTC Summit, 8 Jurong Town Hall Road, Singapore 609434 | Tel: 1800 568 7000 | Web: www.jtc.gov.sg


 




    	 



     


    

 


	2.2	Authorised
                                            Use



 


The
Authorised Use is set out below.


 


	Private
    Lot No.:	 	Unit
    No.:	 	Authorised
    Use
	[Note
                                            to

                                                                                Customer:
	 	#03-27	 	MANUFACTURE
    AND REPAIR OF SEPARATION/MIXING EQUIPMENT (FILTERS, SEPARATORS AND MIXERS)
	This
    will be made	 	 	 	
	known
    later.]	 	 	 	


 


	2.3	Approvals



 


You
must obtain all necessary approvals required for your business operations at the Premises and keep them in force throughout the Tenancy.


 


	2.4	Tenancy
                                            Period, Possession and related conditions



 


The
key particulars of the Tenancy are set out below. You must commence business by the Commencement Date.


 


	Tenancy
                                            Term

                                                         (“Term”):
	 	3
    years
	 	 	 
	Commencement
    Date (start date of the Term):	 	Within
                                            6 months after TOP (as defined in paragraph 2.7 below) has been obtained.

     

    The
    exact Commencement Date will be determined by us and will be final and binding on you. We will notify you of the exact Commencement
    Date in due course.

	 	 	 
	Possession
    Date (Date the Premises will be handed to you):	 	Any
    time within 2 months before the Commencement Date.
	 	 	 
	Rent-Free
    Period:	 	From
    Possession Date to Commencement Date
	 	 	 
	Option
    to Renew:	 	You
    have an Option to Renew in accordance with the relevant provisions in the Special Terms.


 


	2.5	Rent



 


The
Rent and Service Charge payable by you is set out below.


 


	Private
    Lot No.:	 	Unit
    No.:	 	$37,186.57
    at $22.80 per square metre per month of the Area, or such other lower rate as we may notify you in writing after TOP has been obtained
	[Note
    to Customer: This will be made known later.]	 	#03-27	 


 


The
Rent and Service Charge must be paid in advance without demand or deduction on the first day of each month of the Term.


 




    	2



     


    

 


	2.6	Service
                                            Charge



 


The
Service Charge payable is set out below.


 


	Private
    Lot No.:	 	Unit
    No.:	 	The
    amount has been included in the above Rent.
	[Note
    to Customer: This will be made known later.]	 	#03-27	 	 


 


You
must pay the Service Charge in advance without demand or deduction on the first day of each month of the Term. We are entitled, at any
time and from time to time, to adjust the Service Charge.


 


Notwithstanding
such adjustment, the 1st Year Monthly Rent and Service Charge, 2nd Year Monthly Rent and Service Charge and 3rd
Year Monthly Rent and Service Charge will remain unchanged3.


 


	2.7	Changes
                                            to configuration, floor plan, size, access etc



 


As
the Building is currently under construction and the Temporary Occupation Permit for the Building (“TOP”) has
not been issued, we reserve our rights to change the configuration of the Premises in terms of its floor plan, size of the Premises,
access to the Premises, etc. You irrevocably agree to these changes and fully acknowledge that the Unit is currently being built.


 


	2.8	Adjustment
                                            Based on “As-Built” Drawings



 


	 	(a)	If
    the Area is adjusted on completion of the “As-Built” drawings (prepared by our consultants and approved by us), the Rent
    and Service Charge paid or payable by you shall accordingly be adjusted and be paid and payable, or refunded as the case may be,
    in respect of the full difference between the Area and the “As-Built” drawings area, with retrospective effect from the
    Commencement Date.
	 	 	 
	 	(b)	All
    sums payable or refundable under the above sub-paragraph (a) shall be paid, or refunded, as the case may be, without interest EXCEPT
    THAT if you fail to make payment by the date stated in our written notice to you, then you shall also pay the interest referred to
    in Clause 4.5 of the Standard Terms from (and including) the date of such written notice until payment in full is received.


 


	2.9	4Security
                                            Deposit



 


		(a)	It
                                            is a condition of acceptance for our tenants to be on the GIRO payment scheme. Under the
                                            scheme, the Security Deposit payable by you (which must be maintained throughout the Term)



 


 






 


3
Note to Customer: As illustration only, if the total monthly Rent and Service Charge payable is $A, and the Service Charge
is adjusted from $X to $Y, the total monthly Rent and Service Charge payable remains at $A.


 


4
Note to Customer: The Security Deposit must be in non-cash mode (e.g. cheque, cashier’s order) or Banker’s Guarantee
in the format attached. Banker’s Guarantee must be effective from the Commencement Date until the date falling 3 months
after the expiry of the Term.


 




    	3



     


    

 


is
set out below.


 


	Private
    Lot No.:	 	Unit
    No(s):	 	Security
    Deposit:
	[Note
    to Customer:	 	#03-27	 	An
    amount equivalent to 1 month’s Rent and Service Charge
	This
    will be	 	 	 	 
	made
    known	 	 	 	 
	later.]	 	 	 	 


 


		(b)	Please
                                            note that if your GIRO arrangement is not effected or is discontinued for any reason, the
                                            Security Deposit will be increased as set out in the Standard Terms.
		(c)	Before
                                            taking possession of the Premises, you must pay to us the Security Deposit.



 


	2.10	Reinstatement
    Deposit


 


You
must seek our consent if you wish to carry out any addition or alteration works at the Premises. A reinstatement deposit will be required
for our consent which will be on such terms and conditions as we may impose.


 


	2.11	Mode
    of Payment


 


Your
first payment must be by electronic payment through JTC’s Customer Service Portal (CSP) available at http://www.jtc.gov.sg
or Bank Transfer to JTC OCBC Bank Account: 501-104970-001. Subsequent monthly payments of Rent, Service Charge, Usage Charge (if any)
and GST must be paid by interbank GIRO to our designated bank account. The Rent, Service Charge and Usage Charge (if any) exclude GST.
GST is payable by you.


 


	2.12	Fitting
    Out


 


You
may, as a licensee (on the same terms and conditions in the Tenancy), commence fitting out works (“Fitting Out Works”)
after the Possession Date. You must obtain our, and the Authorities’, prior written consent before commencing any Fitting Out Works,
and carry out and complete the Fitting Out Works in accordance with our requirements. The Commencement Date remains unchanged even if
the Fitting Out Works are completed after the Commencement Date.


 


	2.13	Early
    Termination by Written Notice


 


	 	(a)	If
    you wish to terminate the Tenancy after the Commencement Date and before expiry of the Term, please submit a written request for
    our consent indicating the reasons and proposed date of termination (which must be at least 3 months after the date of such request
    or paying us 3 months’ rent-in-lieu) for our consideration. When providing our consent, we may impose certain terms and conditions.
	 	 	 
	 	(b)	We
    may also terminate the Tenancy by giving you not less than 3 months’ prior written notice or paying you 3 months’ rent-in-lieu.
    The termination of the Tenancy preserves our rights and remedies against you for any prior breach.


 




    	4



     


    

 


	2.14	Failure
    to proceed with Tenancy before Possession Date


 


Without
affecting Clause 4.5(c) of the Standard Terms and in addition thereto, if –


 


	 	(a)	before
    the Possession Date –


 


	 	(a1)	you
    fail to proceed with the Tenancy for whatever reason; or
	 	 	 
	 	(a2)	(for
    an individual) you pass away, or a bankruptcy order has been made (or in the process of being made) against you; or
	 	 	 
	 	(a3)	(for
    a partnership) your partnership business is deregistered, or no longer exists, for whatever reason;
	 	 	 
	 	(a4)	you
    are wound up (or in the process of being wound up) in any manner whatsoever, whether voluntarily or otherwise; or


 


	 	(b)	you
    fail to pay the balance of the first month’s Rent and Service Charge by the time stated in paragraph 2.5 above; or
	 	 	 
	 	(c)	you
    fail to pay the first month’s Service Charge by the time stated in paragraph 2.6 above; or
	 	 	 
	 	(d)	you
    fail to pay the Security Deposit by the time stated in paragraph 2.9(c) above; or
	 	 	 
	 	(e)	you
    fail to take possession of the Premises for whatever reason, then, without affecting any of our rights and remedies under the Tenancy
    or at Law, upon giving written notice to you –
	 	 	 
	 	(f)	the
    application deposit, and all other monies paid to us, will be forfeited and belong to us absolutely. For clarity, there will be no
    refund of any stamp fee paid;
	 	 	 
	 	(g)	the
    Tenancy is terminated on the date as specified in such notice; and
	 	 	 
	 	(h)	we
    will be entitled to rent the Premises (or any part of it) to another person or deal with the Premises in any other manner as we require.


 


	2.14
A	Ineligible



 


	 	(a)	Notwithstanding
    anything in the Tenancy, the Tenancy will terminate automatically if any of the following occurs after your acceptance of
    this Offer and before the Possession Date:


 


	 	(a1)	your
    existing tenancy / lease with us relating to the use and occupation of the Criteria Unit (defined in sub-paragraph (b) below)
    is terminated, or you are no longer our tenant / lessee of the Criteria Unit, for whatever reason; or
	 	 	 
	 	(a2)	you
    effect any change in shareholding, constitution or membership of your company, sole-proprietorship or partnership; or
	 	 	 
	 	(a3)	you
    effect any form of reconstruction howsoever brought about including any form of amalgamation or merger with or take-over by another
    person.


 


In
such event –


 


	 	(i)	the
    application deposit, and all other monies paid to us, will be forfeited and belong to us absolutely. For clarity, there will be no
    refund of any stamp fee paid; and
	 	(ii)	we
    will be entitled to rent the Premises (or any part of it) to another person or deal with the Premises in any other manner as we required.


 


	 	(b)	The
    phrase “Criteria Unit” referred to in sub-paragraph (a) above refers to the following unit at Defu Industrial
    Estate:


 


	 	 

     35
  DEFU LANE 9 SINGAPORE 539275

       
	 






 




    	5



     


    

 


	2.15	Green
    Building Obligations


 


The
Premises are located within a building which has been issued with the “BCA Green Mark Award (Platinum)” Certification by
the Building and Construction Authority. In this regard, please refer to the relevant clauses in the Special Terms which you must comply
with.


 


	2.16	No
    Representations


 


No
terms or representations or otherwise, whether express or implied, shall form part of the Tenancy other than what is contained in our
Offer.


 


	2.17	Guidelines


 


The
guidelines that are applicable to you are attached. These guidelines are subject to change from time to time.


 


	3	TO
    ACCEPT


 


	3.1	To
    accept this Offer, please let us have all the following items by 28 December 2021 (“Offer Expiry Date”):


 


	 	(a)	duly
    signed original Letter of Acceptance (format attached); and
	 	 	 
	 	(b)	payment
    of all the sums set out in the attached Payment Table (if any) unless otherwise permitted by us;
	 	 	 
	 	(c)	duly
    completed GIRO authorisation form (form attached), if you do not have an existing GIRO account with us; and
	 	 	 
	 	(d)	a
    written confirmation that all payments under the Tenancy are to be paid by GIRO from your existing GIRO account with us.


 


	3.2	There
    will be no Tenancy between us if we do not receive all the above items by the Offer Expiry Date. In such event, all payments (except
    for the application deposit which will be retained by us) will be refunded to you (without interest).
	 	 
	3.3	Closer
    to the date of issuance of the TOP, we will notify you in writing on relevant matters, including your payment of the balance sums
    as indicated in the attached Payment Table.


 


Yours
sincerely


 








 


NG
CHUN TIAN


ASSISTANT
DIRECTOR


ESTATE
REDEVELOPMENT DEPARTMENT


ENTERPRISE
CLUSTER GROUP


 


	DID	6883
    3295


E-MAIL
:  Ng_Chun_Tian@jtc.gov.sg


Encl


 




    	6



     


    

 


ATTACHMENTS


 


The
following enclosures marked ☐ are attached with this letter:


 


	☒	Payment
    Table
	 	 
	☒	Format
    of Letter of Acceptance
	 	 
	☒	Format
    of Banker’s Guarantee for Security Deposit
	 	 
	☒	Special
    Terms and Conditions for -


 


	 	☒	JTC
    Defu Industrial City
	 	 	 
	 	 	☒ Annex
    A (Green Building Obligations)
	 	 	 
	 	 	☒ Annex
    B (Option to Renew) [For Eligible Tenants]


 


	☒	Standard
    Terms and Conditions
	 	 
	☒	Plan
    of the Premises


 


	 	Other
    Materials and Resources	☐	GIRO
                                            Application Form

    

	 	 	☐	E-Statement
                                            for all new JTC contracts

    

	 	 	☐	Schedule
                                            of Statutory Controls for Flatted, Ramp-up and Stack-up Factory Customers

    

	 	 	☐	JTC
                                            Defu Industrial City Tenant’s Guide Book (to be issued nearer TOP)

    



 




    	7



     


    

 


PAYMENT
TABLE


 


OFFER
FOR TENANCY OF JTC SPACE KNOWN AS:


 


	Private
    Lot No.:	 	Unit
    No:
	[Note
    to Customer: This will be made known later.]	 	#03-27
                                            (Type: D2)

                                                         at
                                            Blk 8 Defu South Street 1 JTC Defu Industrial City Singapore 533758



(the
“Premises”)


 


	Payable
    upon acceptance of this Offer


 


	Unit
    No.:	 	 	 	Amount	 	 	GST
    at prevailing rate	 
	#03-27	 	First
    month’s Rent & Service Charge	 	$	37,186.57	 	 	 		 
	 	 	Stamp
    fee payable on Letter of Acceptance (which we will stamp on your behalf)	 	$	5,354	 	 	 	 	 
	 	 	Less
    : Application Deposit collected	 	$	37,186.57	 	 	 	 	 
	Total
    Payable (excl GST)	 	$	5,354	 	 	 	 	 



 


Payable
before taking possession of Premises


 


	Unit
    No.:	 	 	 	Amount	 	 	 	 
	#03-27	 	GST
    for the First month’s Rent & Service Charge	 	$	2,603.06	 	 	 		
	 	 	Security
    Deposit	 	$	37,186.57	 	 	 	 	 
	Total
    Payable (excl GST)	 	$	39,789.63	 	 	 	 	 



 




    	8



     


    

 


(Format
of Letter of Acceptance)


 


Letter
of Acceptance


[On
Tenant’s Letterhead]


 


Date
: <To be dated on the day this letter is forwarded to JTC>


 


Jurong
Town Corporation


The
JTC Summit


8
Jurong Town Hall Road


Singapore
609434


 


Dear
Sirs,


 


ACCEPTANCE
OF OFFER FOR TENANCY OF JTC DEFU INDUSTRIAL CITY


 


	Private
    Lot No.:	 	Unit
    No:
	[Note
    to Customer: This will be made known later.]	 	#03-27
	at
    Blk 8 Defu South Street 1 JTC Defu Industrial City Singapore 533758 (the “Premises”)


 


	1.	We
    refer to your letter of offer dated 21 December 2021, the Special Terms and Standard Terms referred to therein, (collectively, the
    “Offer”) for the tenancy of the Premises and hereby confirm our acceptance of all the terms and conditions
    of the Offer.
	 	 
	2.	We
    forward the following as confirmation of our acceptance:


 


	 	(a)	*
    a cheque/cashier’s order for S$             issued to JTC
    CORPORATION, being the total amount as indicated in the Payment Table.
	 	 	*
    delete whichever is not applicable
	 	(b)	@
    duly completed GIRO authorisation form (form attached), if you do not have an existing GIRO account with us;
    or
	 	 	 
	 	 	@
    We confirm that all payments under the Tenancy are to be paid by GIRO (from our existing GIRO bank account) under 5our
    existing account no. ____________with you.
	 	 	@
                                            delete whichever is not applicable



 


	3.	We
    understand and agree that we will only be able to access, print and download our Statement of Accounts (SA) through JTC’s Customer
    Service Portal (CSP). We will refer to your Customer Service Portal guidelines available at http://www.jtc.gov.sg for more
    information.
	 	 
	4.	This
    acceptance, together with the Offer, constitutes a binding Tenancy Agreement between us.


 


 






 


5
Note to Customer: Your existing account no. with us, can be found in our Statement of Account issued to you.


 




    	9



     


    

 


 





(EXECUTION
PORTION FOR SOLE PROPRIETORS AND PARTNERSHIPS)


 


	Yours
    faithfully,	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Signature:
    	 	@Signature:
    	 	@Signature:
    
	Name:
    	 	@Name:	 	@Name:
	NRIC
    no:	 	@NRIC
    no:	 	@NRIC
    no:
	 	 	 	 	 
	in
    the presence of:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Name
    of witness: 	 	 	 	 
	NRIC
    No:	 	 	 	 


 


 





 


 


(EXECUTION
PORTION FOR PRIVATE/ PUBLIC LIMITED COMPANIES)


 


Yours
faithfully,


For
and on behalf of                                                                                [insert
Company’s Name]


 


	_______________________________________	 
	Signature
    of authorised signatory	 
	Name
    of authorized signatory:______________________	 
	Designation:______________________________	 


 


	in
    the presence of :	 	 
	 	 	 
	 	 	 
	Name
    of witness:	 	 
	NRIC
    No.:	 	 


 





 




    	10



     


    

 


(Format
of Banker’s Guarantee)


 


	To:	Jurong
  Town Corporation
		(the
  “Landlord” which expression shall include its successors and assigns)




 


Dear Sirs


 


BANKER’S
GUARANTEE NO: ________________FOR S$ _________________________


 


	1.	IN
    CONSIDERATION of the Landlord –


 


	 	(a)	agreeing
    to grant a tenancy (the “Tenancy”) to ______________ of _________________ (the “Tenant”) the
    following premises:


 


	Private
    Lot No.:	 	Unit
    No.:
	[Note
    to Customer: This will be made known later.]	 	#03-27
	At
    Blk 8 Defu South Street 1 JTC Defu Industrial City Singapore 533758


 


(the
“Premises”) for a term (the “Term”) of ___________ years _________ months __________ days from _______
and expiring on ____________ (the “Tenancy Expiry Date”); and


 


	 	(b)	allowing
    the Tenant to furnish a banker’s guarantee for the whole of the Security Deposit referred to in the Tenancy,


 


We,
__________________________ (Note to Tenant: Insert Bank’s name) (the “Guarantor”), irrevocably
and unconditionally, agree, as a primary obligation (the “guaranteed obligation”) and principal debtor, to pay to
the Landlord on demand in writing by the Landlord, any sum or sums demanded not exceeding in aggregate the sum (the “Guaranteed
Sum”) of Singapore Dollars (S$___________).


 


	2.	Payment
    of the Guaranteed Sum will be made by the Guarantor to the Landlord:


 


	 	(a)	upon
    the Guarantor receiving a written demand from the Landlord;
	 	 	 
	 	(b)	whether
    or not the Guarantor gives prior notice of the payment to the Tenant;
	 	 	 
	 	(c)	despite
    any notice given to the Guarantor by the Tenant not to pay to the Landlord any sums payable under this Guarantee; and
	 	 	 
	 	(d)	irrespective
    of the performance or non-performance by the Tenant or the Landlord of the Tenancy or any obligation under or in connection with
    the Tenancy in any respect.


 


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


 


	 	(a)	any
    variation of the Tenancy; or
	 	 	 
	 	(b)	any
    extension of time or other forbearance given by the Landlord to the Tenant; or
	 	 	 
	 	(c)	the
    insolvency, bankruptcy, winding up or judicial management (as the case may be) of the Tenant; or
	 	 	 
	 	(d)	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.


 




    	11



     


    

 


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


 


	5.	This
    Guarantee is a continuing security and remains in force until the earliest of the following events:


 


	 	(a)	this
    Guarantee is returned to the Guarantor;
	 	(b)	notification
    in writing has been received by the Guarantor from the Landlord that this Guarantee is no longer required;
	 	(c)	payment
    is made under paragraph 2 above to the Landlord by the Guarantor of the whole of the Guaranteed Sum; or
	 	(d)	the
    expiry of this Guarantee on _________________ (Note to Tenant: Insert date falling 3 months after the Tenancy Expiry Date)6
    (the “Guarantee Expiry Date”).


 


	6.	The
    Guarantor will not inquire into the reasons, circumstances or authenticity of the grounds for the Landlord’s demand.
	 	 
	7.	This
    Guarantee is governed by and will be interpreted in accordance with the laws of Singapore.
	 	 
	8.	Any
    claim under this Guarantee must be made in writing before the Guarantee Expiry Date and must be delivered personally or sent by prepaid
    registered post to the Guarantor’s Singapore address at
	 	______________________________________
    (Note to Tenant: Insert Bank’s Singapore address for service of written claim by the Landlord).
	 	 
	9.	The
    Landlord may assign its rights and benefits hereunder to any person to whom it may assign its rights and benefits under the Tenancy.
    The Landlord shall give to the Guarantor a notice of such assignment.
	 	 
	10.	A
    person who is not the Guarantor or the Landlord has no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce
    any term of this Guarantee. The word “person” includes a body corporate.


 


	Yours
    faithfully	 	 
	For
    (Bank issuing the Banker’s Guarantee)	 	 
	 	 	 
	 	 	 
	Date	 	Name
    of Authorised Signator(ies):


 


 






 


6
Note to Customer: For example, if the Tenancy Expiry Date is 10 Jan 2018, the Guarantee Expiry Date is 9 April 2018 i.e.
3 months later.


 




    	12