Sublease Agreement, dated December 1, 2005



 Exhibit 10.4 
 YISHUN AVENUE  
 EXECUTION
VERSION 
 SUBLEASE AGREEMENT  
 BY AND BETWEEN  
 AGILENT TECHNOLOGIES SINGAPORE PTE LTD  
 (“LANDLORD”)  
 AND  
 AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD. 

 (“TENANT”) 







 SUBLEASE SUMMARY  
  


			
	Sublease Date:	  	December 1, 2005
		
	Landlord:	  	Agilent Technologies Singapore Pte Ltd, a Singapore company
		
	Tenant:	  	Avago Technologies Manufacturing (Singapore) Pte. Ltd., a Singapore company
		
	Contact (Landlord):	  	Agilent Technologies Singapore Pte Ltd
		  	No. 1 Yishun Avenue 7
		  	Singapore 768923
		  	Attn: Workplace Services Manager
		
	Contact (Tenant):	  	Avago Technologies Manufacturing (Singapore)Pte. Ltd.,
		  	No. 1 Yishun Avenue 7
		  	Singapore 768923
		  	Attn: Workplace Services Manager
		
	Premises:	  	Those certain premises (deemed to contain 233,719 net lettable square feet or 21,713 net lettable square meters of floor area) located on the portions of the basement, 1st storey, 2nd storey and 3rd storey of Phase 1 and Phase 2 of the Building (as defined herein) located at No. 1 Yishun Avenue 7, Singapore 768923, as more particularly described on the
site map appended hereto as Exhibit A-1 (the “Site Map”) and the building plan appended hereto as Exhibit A-2 (the “Building Plan”).
		
	Project:	  	That certain real estate project consisting of the Building (as defined herein), the Common Area (as defined herein) and other ancillary improvements of which the Premises are a part, as more
particularly described on the Building Plan.
		
	Sublease Term:	  	The period of time commencing on the Commencement Date (as defined in the Sublease Agreement) and ending at midnight on the Expiration Date (as defined in the Sublease Agreement), unless
sooner terminated or later extended as provided in the Sublease Agreement.
		
	Monthly Base Rent:	  	The sum of S$204,504.12 per month calculated at the rate of S$0.875 per square foot per month payable by Tenant pursuant to Section 3.1 of the Sublease Agreement.

  

 1 









			
	Permitted Use:	  	The manufacture of semiconductor products and components and office use relating thereto (the “Business Use”), in any case in accordance with applicable Laws and Private
Restrictions; and no other use.
		
	Tenant’s Contribution:	  	The sum of S$105,173.55 per month calculated at the rate of S$0.45 per square foot per month.
		
	Air-conditioning Charges:	  	Charges will be calculated at the rate of S$0.0008 per square foot per hour.
		
	Address for Notices:	  	To Landlord
	(Section 17.12)	  	
		  	Agilent Technologies Singapore Pte Ltd
		  	No. 1 Yishun Avenue 7
		  	Singapore 768923
		  	Attn: Mr. Seah Teoh-Teh
		  	Facsimile: +65 6822-8407
		
		  	With a copy to
		
		  	Agilent Technologies, Inc.
		  	395 Page Mill Road
		  	Palo Alto, CA 94306
		  	United States of America
		  	Attention: General Counsel
		  	Facsimile: +1 650 752-5742
		
		  	To Tenant
		
		  	Avago Technologies Pte. Limited
		  	No. 1 Yishun Avenue 7
		  	Singapore 768923
		  	Attention: Bian-Ee Tan
		
		  	With copies to
		
		  	Avago Technologies Pte. Limited
		  	No. 1 Yishun Avenue 7
		  	Singapore 768923
		  	Attn: Workplace Services Manager
		
		  	Kohlberg Kravis Roberts & Co.
		  	9 West 57th St., Ste. 4200
		  	New York, NY 10019
		  	United States of America
		  	Attention: William Cornog

  

 2 








 The provisions of the Sublease Agreement identified above in parentheses are those provisions making
reference to the above-described Sublease Agreement terms. Each reference in the Sublease Agreement shall incorporate the applicable Sublease Agreement terms. In the event of any conflict between this Sublease Summary and the Sublease Agreement, the
Sublease Agreement shall control. 
  

 3 








 SUBLEASE AGREEMENT  
 THIS SUBLEASE AGREEMENT (this “Sublease Agreement” or “Agreement”), dated this 1st day of December, 2005, is made by and between AGILENT TECHNOLOGIES SINGAPORE PTE LTD, a company
organized under the laws of Singapore and having its registered address at No. 1 Yishun Avenue 7, Singapore 768923 (“Landlord”), and AVAGO TECHNOLOGIES MANUFACTURING (SINGAPORE) PTE. LTD., a company organized under the
laws of Singapore and having its registered address at 8 Cross Street, #11-00 PWC Building, Singapore 048424 (“Tenant”) (each of Landlord and Tenant being a “Party” and collectively, the “Parties”).

 RECITALS  
 A. Agilent Technologies, Inc., a Delaware corporation (“Agilent”), and Avago Technologies Pte. Limited. (formerly known as Argos Acquisition Pte. Ltd.), a Singapore private limited company (“Avago”),
have entered into that certain Asset Purchase Agreement dated as of August 14, 2005 (as such may be amended from time to time, the “APA”), pursuant to which Agilent has agreed to sell to Avago its semiconductor products
business and related operations, subject to the terms and conditions set forth in the APA and the local asset transfer agreement to be entered into between, among others, the Parties in connection therewith (the “LATA”)
(collectively, the transactions contemplated thereby, the “Business Sale”). 
 B. In connection with the Business Sale
and pursuant to the APA, Landlord has agreed to grant to Tenant a tenancy in the Premises pursuant to the terms and conditions set forth herein. 
 AGREEMENT  
 SECTION 1 
 DEFINITIONS  
 Any term that is given a special meaning by this Section or by any other provision of this Sublease Agreement
(including the exhibits attached hereto) shall have such meaning when used in this Sublease Agreement or any addendum or amendment hereto. 
 1.1 “Additional Rent” is defined in Section 3.2. 
 1.2 “Agreed Interest Rate” means that
interest rate determined as of the time it is to be applied that is equal to the lesser of (i) two percent (2%) plus the base lending rate of DBS Bank Ltd as published closest prior to the date when due, or (ii) the maximum interest
rate permitted by law. 
 1.3 “Building” means the entire building comprised of two components commonly referred to as Phase
I and Phase II and located at No. 1 Yishun Avenue 7, Singapore, as more particularly described on the Site Map. 
 1.4 “Building
Parking Areas” shall mean those portions of the Common Areas consisting of all surface and basement parking stalls located on the Project. 
  

 1 








 1.5 “Building Plan” has the meaning set forth in the Sublease Summary. 
 1.6 “Commencement Date” means December 1, 2005. 
 1.7 “Common Area” means all areas and facilities within the Project that are not designated by Landlord for the exclusive use of Tenant or Landlord or any other tenant or other occupant of the
Project, including without limitation, all entrances, hallways, bathrooms, stairways, elevators, breakrooms and lobbies within the Buildings, as well as the Building Parking Areas, loading docks, access and perimeter roads, pedestrian sidewalks,
trash enclosures, and the cafeteria, as more particularly described on the Site Map. 
 1.8 “Consents” has the meaning set
forth in Section 11.1.4. 
 1.9 “Environmental Condition” means the Release of any Hazardous Substance caused or
permitted by Tenant or Tenant’s Agents in, over, on, under, through, from, or about the Premises or Project. A Release shall not, however, have been “permitted” by Tenant or Tenant’s Agents solely because Tenant or Tenant’s
Agents are aware that Preexisting Hazardous Substances exist or are migrating passively in, over, on, under, through, from, or about the Premises or Project. 
 1.10 “Environmental Laws” means all Laws relating to, or imposing standards regarding, the protection of clean-up of the environment (including, without limitation, ambient air, surface water,
groundwater, land surface or subsurface strata), any Hazardous Substances Activity, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources, or the exposure of any individual to
Hazardous Substances, including without limitation protection of the health and safety of employees. 
 1.11 “Event of
Default” has the meaning set forth in Section 14.1. 
 1.12 “Expiration Date” means November 30, 2008,
subject to automatic extension to November 30, 2010 without any further action on the part of Landlord or Tenant hereunder (other than Landlord’s obligation hereunder to obtain any required HDB consent in connection therewith), or the date
upon which this Sublease Agreement is sooner terminated or later extended pursuant to its terms. 
 1.13 “Hazardous
Substances” means any substance or material listed, defined, or regulated by any Environmental Law, including without limitation: (i) any chemical, substance, material, medical waste or other waste, living organism, or combination
thereof which is or may be hazardous to the environment or human or animal health or safety due to its radioactivity, ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity, mutagenicity, phytotoxicity, infectiousness or other
harmful or potentially harmful properties or effects; (ii) petroleum hydrocarbons, including crude oil or any fraction thereof, radon, polychlorinated biphenyls (PCBs), methane; and (iii) anything which now or in the future may be defined,
listed, or regulated as “hazardous substances,” “hazardous wastes,” “extremely hazardous wastes,” “hazardous materials,” “toxic substances,” or “pollutants” by any Environmental Law.

 1.14 “Hazardous Substances Activity” means the transportation, transfer, recycling, storage, use, disposal, arranging for
disposal, treatment, manufacture, removal, remediation, 

  

 2 








 
release, exposure of others to, sale, or distribution of Hazardous Substances or any product or waste containing Hazardous Substances, or product
manufactured with ozone depleting substances, including, without limitation, any required labeling, payment of waste fees or charges (including so-called e-waste fees) and compliance with any product take-back or product content requirements.

 1.15 “HDB” means the Housing and Development Board, the landlord under the Head Lease. 
 1.16 “Head Lease” means, collectively, the following leases: 

	 	(i)	Lease No.I/33183P issued by HDB to Compaq Asia Pte Ltd in respect of the land and structure(s) comprised in Lot 1935X of Mukim 19, which Lease was transferred to Landlord as
Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the Variation of Lease I/49501Q registered 15 January 2002. 

  

	 	(ii)	Lease No.I/31607P issued by HDB to Compaq Asia Pte Ltd in respect of the land and structure(s) comprised in Lot 1937C of Mukim 19, which Lease was transferred to Landlord as
Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the Variation of Lease I/49499Q registered 16 January 2002. 

  

	 	(iii)	Lease No.I/33182P issued by HDB to Compaq Asia Pte Ltd in respect of the land and structure(s) comprised in Lot 2134N of Mukim 19, which Lease was transferred to Landlord as
Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the Variation of Lease I/49500Q registered 15 January 2002. 

  

	 	(iv)	Lease No.I/33160P issued by HDB to Compaq Asia Pte Ltd in respect of the land and structure(s) comprised in Lot 1975P of Mukim 19, which Lease was transferred to Landlord as
Transferee/Lessee vide Transfer I/36944P registered on 6 December 2000, and includes the Variation of Lease I/49502Q registered 16 January 2002. 

 1.17 “HVAC” has the meaning set forth in Section 4.1. 
 1.18
“Improvements” means all improvements, additions, alterations and fixtures installed in the Premises after the Commencement Date by Tenant or at Tenant’s request and expense that are not Trade Fixtures, and shall include
without limitation works relating to internal partitions, floors and ceilings within the Premises, electrical wiring, conduits, light fittings and fixtures, electrical wiring, conduits, light fittings and fixtures, fire protection devices, all
plumbing and gas installations, pipes, apparatus, fittings and fixtures; and all mechanical and electrical engineering works. 
 1.19
“Landlord” has the meaning set forth in the introductory paragraph. 
  

 3 








 1.20 “Landlord’s Agents” means the agents, employees and assigns (and their
respective agents and employees) of Landlord. 
 1.21 “Landlord Services” is defined in Section 8.1. 
 1.22 “Law” means any present or future judicial decision, statute, constitution, ordinance, resolution, regulation, rule, administrative
order, Permit, standard, directive, notice, guideline, or other requirement of any local, state, federal, or other government agency or authority, including the HDB (including quasi-official entities such as a board of fire examiners, public utility
or special district) having jurisdiction over the Parties to this Sublease Agreement or the Project or any Permitted Use, including, as may be applicable, the HDB, Pollution Control Department (National Environment Agency) and Urban Redevelopment
Authority. 
 1.23 “Monthly Base Rent” has the meaning set forth in the Sublease Summary. 
 1.24 “Option Term” and “Option Terms” have the meanings set forth in Section 2.2. 
 1.25 “Permitted Use” has the meaning set forth in the Sublease Summary. 
 1.26 “Preexisting Hazardous Substances” means Hazardous Substances, if any, existing in, on, under or about the Premises, Building or
Project on or before the Commencement Date in violation of applicable Environmental Laws. 
 1.27 “Premises” has the meaning
set forth in the Sublease Summary. 
 1.28 “Private Restrictions” means all recorded covenants, conditions and restrictions,
private agreements, reciprocal easement agreements and any other recorded instruments (herein “encumbrances”) affecting the use of the Premises as of the date hereof, including without limitation the terms and conditions of the Head Lease
and any other conditions imposed by HDB in relation to the Premises or the Building, and all encumbrances so recorded after the date hereof which do not materially interfere with Tenant’s then existing use of the Premises or, alternatively,
which are approved by Tenant, which approval shall not be unreasonably withheld or delayed; provided, however, that in no event shall any Private Restriction prevent, limit or restrict Tenant from utilizing the Premises for the Business Use.

 1.29 “Project” has the meaning set forth in the Sublease Summary. 
 1.30 “Release” means any accidental or intentional spilling, leaking, pumping, pouring, emitting, discharging, injecting, escaping,
leaching, migrating, dumping or disposing in, over, on, under, through, or about the air, land, surface water, ground water, or the environment (including without limitation the abandonment or discarding of receptacles containing any Hazardous
Substances), unless and to the extent permitted or authorized by a governmental agency. 
 1.31 “Rent” is defined in
Section 3.3. 
 1.32 “Rules and Regulations” is defined in Section 4.3. 
  

 4 








 1.33 “Security Deposit Amount” is the amount equivalent to three (3) months of the
Monthly Base Rent and Tenant’s Contribution to be dealt with pursuant to Section 3.5, which amount shall be paid in bank guaranty or letter of credit reasonably satisfactory to Landlord. 
 1.34 “Service Failure” is defined in Section 7.3. 
 1.35 “Singapore Dollar” means the legal currency of Singapore and indicated herein as “S$” before a dollar amount. 
 1.36 “Site Map” has the meaning set forth in the Sublease Summary. 
 1.37 “Sublease Agreement” or “Agreement” means this printed agreement, and all exhibits attached hereto, as the same may
be amended in accordance with this Sublease Agreement from time to time; all of which are attached hereto and incorporated herein by this reference. 
 1.38 “Sublease Term” shall be for a period of time commencing on the Commencement Date and ending at midnight on the Expiration Date (which shall be inclusive of the automatic extension period from December 1, 2008
through November 30, 2010 as well as any Option Terms), unless sooner terminated as provided herein. 
 1.39 “Tenant”
has the meaning set forth in the introductory paragraph. 
 1.40 “Tenant’s Agents” means the agents, employees and
assigns (and their respective agents and employees) of Tenant. 
 1.41 “Tenant’s Contribution” has the meaning set forth
in the Sublease Summary. 
 1.42 “Tenant’s Minimum Liability Insurance Coverage” means a minimum limit of Ten Million
Dollars (S$10,000,000.00) per occurrence. 
 1.43 “Trade Fixtures” means (i) Tenant’s inventory, furniture, and
business equipment, and (ii) anything affixed to the Premises for purposes of trade, manufacture, ornament or domestic use which is owned by Tenant as of the Commencement Date or thereafter acquired by Tenant at its own expense (or by another
party on its behalf) and which can be removed without material injury to the Premises. Such affixed items which are an integral part of the Premises shall not constitute Trade Fixtures. Notwithstanding the foregoing, all of Tenant’s signs shall
be deemed Trade Fixtures, in each case regardless of how affixed to the Premises or Common Area. 
 1.44 “Transfer” has the
meaning set forth in Section 15.1.1. 
 1.45 “Transferee” has the meaning set forth in Section 15.2. 
 SECTION 2 
 LETTING  
 2.1 Letting. Subject to Section 17.21 hereof, Landlord hereby lets to Tenant, and Tenant rents from Landlord, for the Sublease Term upon the
terms and conditions of this 

  

 5 








 
Sublease Agreement, the Premises for Tenant’s own use in the conduct of Tenant’s business together with the non-exclusive right to use (which
includes the permitted use by Tenant’s Agents, customers and invitees of) the Common Area, including, without limitation, subject to Section 4.6 hereof, the Building Parking Areas. Landlord shall not increase the area comprising the
Premises without the prior written approval of HDB. Landlord reserves for its exclusive use all areas in the Project other than the Common Areas and the Premises, as well as the exterior walls, the roof and the area beneath and above the Premises,
and Landlord reserves the right to install, maintain, use, and replace ducts, wires, conduits and pipes leading through the Premises; provided, however, that in its exercise of such rights, Landlord shall use reasonable efforts to minimize
interference with Tenant’s access to and use of the Premises. By taking possession of the Premises, Tenant shall be conclusively deemed to have accepted the Premises in their then existing condition as of the Commencement Date, “AS-IS,
WITH ALL FAULTS.” Tenant acknowledges and agrees that, except for the representations set forth in Section 17.18 hereof and in the APA, Landlord has made no representations or warranties to Tenant, express or implied, with respect to the
Premises, whatsoever, including, without limitation, any representation or warranty as to the suitability of the Premises for Tenant’s intended use. 
 2.2 Option to Extend Sublease Term. Tenant shall have the option to extend the Sublease Term for two consecutive additional terms of five (5) years each (each, an “Option Term” and,
collectively, the “Option Terms”) at the then prevailing market rent and on such terms and conditions as may be imposed by HDB in granting its approval for such extension, by submitting to Landlord a written request for such
extension not less than six (6) months before the expiry of the then-Sublease Term, provided that there shall not at the time of such request exist any Event of Default hereunder. Tenant’s option to extend the Sublease Term under this
Section 2.2 is subject to all necessary approvals having been obtained and remaining in force, including but not limited to such approvals as may be required under HDB’s Terms of Approval for Subletting. If HDB approves any extension of
the Sublease Term for a period shorter than five (5) years, then such extension of the Sublease Term shall be reduced to such shorter term as may be approved by HDB from time to time. Landlord shall take all steps including applying for all
necessary approvals, to enable the Sublease Term to be extended in accordance with this Section 2.2 (and, for the avoidance of doubt, as contemplated in Section 1.12 hereof). Landlord shall bear all costs and expenses incurred by Landlord
in connection with any extension of the Sublease Term, including without limitation legal costs and the costs of obtaining any necessary approvals. For the avoidance of any doubt, the Parties hereby confirm that it is their intention that if the
Sublease Term or any Option Term as approved by HDB is less than five (5) years or if HDB’s approval for any extension of the Sublease Term or Option Term is for a period less than five (5) years, Tenant shall have the option to
extend the Sublease Term and subsequent terms such that the aggregate period comprising (x) the Sublease Term; (y) Option Terms; and/or (z) extended term(s) of the sublease of the Premises granted to Tenant with effect from the
Commencement Date shall not be less than fifteen (15) years. Landlord shall use good faith, best endeavors to secure such approvals (including from the HDB) as necessary to ensure that the intention of the Parties may be realized;
provided, however, that the foregoing covenant shall not require Landlord to pay any amounts in connection with obtaining such approvals, other than filing or similar fees which have been allocated among the Parties pursuant to this
Agreement. Notwithstanding anything to the contrary hereinabove, and in addition to the renewal options set forth herein, Landlord and Tenant agree that in accordance with market practice, in connection with any discussions regarding renewal or
extension of the Sublease Term, Landlord and Tenant 

  

 6 








 
shall negotiate in good faith regarding the reduction of floor area of which the Premises shall be comprised in any such extended term. 
 The expression “prevailing market rent” for the purpose of this Section 2.2 means the market rent (inclusive of Tenant’s Contribution) determined as
being at the time of such determination, the prevailing market rent for the Premises. The Parties shall endeavour to agree on the prevailing market rent. If the Parties have not reached an agreement on the prevailing market rent by two
(2) months before the expiry of the initial Sublease Term or any Option Term, as applicable, Landlord and Tenant shall within two (2) weeks thereof each appoint a reputable licensed valuer (and in the absence of appointment by either Party
within the said two (2) week period, the Party who has appointed its licensed valuer may appoint the second licensed valuer) to determine the prevailing market rent and the average of the two (2) valuations shall be accepted by the Parties
as the prevailing market rent for the Premises. Each Party shall bear the costs and expenses of and in connection with the appointment of its own licensed valuer but if two (2) licensed valuers are appointed by one (1) Party pursuant to
the above provisions, then the costs and expenses of and in connection with the appointment of the two (2) licensed valuers shall be borne by Landlord and Tenant in equal shares. The licensed valuers shall act as experts and not as arbitrators
and their determination shall be conclusive and binding on the Parties. 
 2.3 Compliance with the Head Lease and Laws. This Sublease
Agreement, including the Sublease Term and Tenant’s option to extend under Section 2.2, is subject always to the terms of the Head Lease executed between HDB and Landlord and any applicable Laws. If HDB approves this Sublease Agreement for
a period shorter than the Sublease Term, then the Sublease Term shall be reduced to such shorter term as approved by HDB from time to time without prejudice to Tenant’s rights to obtain the benefit of this Agreement for the entire Sublease and
Option Terms as provided in Section 2.2 above. Landlord shall bear all costs and expenses incurred by Landlord in connection with such approvals, licenses or permits, including the subletting fee payable to HDB. Without prejudice to the
generality of the foregoing, Tenant shall: (a) observe and perform all the terms and covenants set out in the Head Lease executed between HDB and Landlord and on the part of Landlord to be observed and performed, insofar as the same are
applicable to the Premises (except for the obligation to pay rent and service charge); (b) comply with all terms and conditions imposed by HDB on granting its approval to this Sublease Agreement in so far as they relate to the Premises
(including HDB’s Terms of Approval of Subletting); and (c) comply with any additional obligations with which Landlord may be liable to comply with by any direction or requirement of HDB in so far as they relate to the Premises. In the
event of any conflict or inconsistency between the terms of this Sublease Agreement and the terms of the Head Lease executed between HDB and Landlord, the latter shall prevail. Landlord warrants and represents that a true and complete copy of each
of the Head Lease executed between HDB and Landlord, HDB’s Terms of Approval for Subletting and (if any) the additional obligations to be complied with by Landlord, are attached hereto as Exhibit D. 
 2.4 Termination of Head Lease. 
 (a) The Parties acknowledge that, under HDB’s Terms of Approval of Subletting, HDB may revoke its subletting approval for this Sublease Agreement upon giving 

  

 7 








 
Landlord three (3) months’ written notice without being liable for any inconvenience, loss damages, compensation, costs or expenses whatsoever.

 (b) If (a) HDB gives Landlord notice to revoke its subletting approval for this Sublease Agreement pursuant to the aforesaid, or
(b) the Head Lease is terminated for whatever reason then on the expiry of such notice or on such termination (as the case may be), this Sublease Agreement will terminate immediately and Landlord will immediately notify Tenant of such
termination. The termination will not affect the rights of either Party against the other Party for any previous default of that other Party of the provisions of this Sublease Agreement. Landlord will not be liable for any inconvenience, loss,
damage, cost expense or compensation in connection with the termination of this Sublease Agreement pursuant to this Section 2.4, unless such termination arises as a result of either a default under the Head Lease by Landlord or any other
willful act or omission of Landord. 
 SECTION 3 
 RENT 
 3.1 Monthly Base Rent. Commencing on the Commencement Date and continuing on the first
day of each month throughout the Sublease Term, Tenant shall pay Landlord without offset, deduction or prior notice except as otherwise provided hereunder, the Monthly Base Rent, as base rent for the Premises. Landlord shall at all times inform HDB
of any changes in the Monthly Base Rent charged. In the event of any changes, HDB reserves the right to revise the applicable subletting fee, which is subject to applicable goods and services tax. 
 3.2 Additional Rent. Commencing on the Commencement Date and continuing throughout the Sublease Term, subject to Section 8 of this Agreement,
Tenant shall pay the following as additional rent (the “Additional Rent”): (i) Tenant’s Contribution; (ii) the Air-conditioning Charges (Landlord reserves the right to adjust such Air-conditioning Charges (and shall
reduce same if applicable) from time to time during the Sublease Term in accordance with prevailing market rates); and (iii) any other charges due Landlord pursuant to this Sublease Agreement. 
 3.3 Payment of Rent. All Monthly Base Rent, Tenant’s Contribution and Air-conditioning Charges (collectively, the “Rent”)
shall be paid in advance on the first day of each calendar month during the Sublease Term. All amounts due hereunder shall be paid in the lawful currency of Singapore, without any abatement, deduction or offset whatsoever or without any prior demand
therefor (except, in any case, as otherwise expressly provided herein). Rent shall be paid directly to Landlord at the primary Landlord notice address set forth on the Sublease Summary, or such other address as may be designated in writing by
Landlord upon 30 days’ prior written notice to Tenant in accordance with Section 17.12. Tenant’s obligation to pay Monthly Base Rent and Tenant’s Contribution shall be prorated for any partial month based on a thirty
(30) day month. As used herein, the word “month” shall mean a period beginning on the first (1st) day of a calendar month and ending on the last day of that calendar month. 
 3.4 Late Charge and Interest on Rent in Default. Tenant acknowledges that the late payment by Tenant of any monthly installment of Monthly Base
Rent or any Additional Rent will cause Landlord to incur certain costs and expenses not contemplated under this Sublease 

  

 8 








 
Agreement, the exact amount of which are extremely difficult or impractical to fix. Such costs and expenses will include, without limitation, administration
and collection costs and processing and accounting expenses. Therefore, if any such Monthly Base Rent or Additional Rent is not received by Landlord from Tenant within five (5) days after the delinquent amount became due, Tenant shall
immediately pay to Landlord a late charge equal to S$4,000; provided, however, that the aforementioned late charge will not apply to the first late payment, if any, during the period commencing on the Commencement Date and ending on
the first anniversary thereof. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss suffered by Tenant’s failure to make timely payment. In
no event shall this provision for a late charge be deemed to grant to Tenant a grace period or extension of time within which to pay any rent or prevent Landlord from exercising any right or remedy available to Landlord upon Tenant’s failure to
pay any rent due under this Sublease Agreement in a timely fashion, including the right to terminate this Sublease Agreement. If any amount due hereunder is not paid on or before the fifth (5th) day following the due date, then, without
prejudice to any of Landlord’s other rights and remedies and in addition to such late charge, Tenant shall pay to Landlord interest on the delinquent amount at the Agreed Interest Rate from the date such amount became due until paid.

 3.5 Security Deposit. 
 3.5.1 Tenant shall, as soon as commercially practicable hereafter but in no event later than December 31, 2005, pay to and maintain with Landlord the Security Deposit Amount: 
 (a) as security for compliance by Tenant of all the provisions in this Sublease Agreement; and 
 (b) to secure or indemnify Landlord against: 

	 	(i)	any loss or damage from any default by Tenant under the Sublease Agreement; and 


	 	(ii)	any other claim by Landlord at any time against Tenant in relation to any matter arising out of or in connection with the Premises. 

 3.5.2 Without prejudice to any of Landlord’s rights or remedies, if any default by Tenant under this Sublease Agreement occurs, Landlord is entitled
(but not obliged) to apply the whole or part of the Security Deposit Amount in or towards making good any loss or damage sustained by Landlord as a result of that default and any expense incurred by Landlord in making good the loss or damage, in any
manner as may be prescribed by Landlord. 
 3.5.3 Tenant must pay to Landlord within seven (7) days of the demand being made (a) an
amount equal to the amount applied by Landlord under Section 3.5.2 above, as replacement of the part or whole of the Security Deposit Amount applied, (b) any shortfall in the Security Deposit Amount in the event of a change in the Monthly
Base Rent and/or Tenant’s Contribution. 
 3.5.4 Landlord must repay to Tenant, the Security Deposit Amount, without interest and after
proper deductions by Landlord, within one (1) month after the end of the 

  

 9 








 
Sublease Term if Tenant has then paid all sums owing and performed all other obligations under this Sublease Agreement to the satisfaction of Landlord.

 3.5.5 Tenant must not set-off any part of the Security Deposit Amount against any Rent or other sums owing to Landlord. 
 3.5.6 The rights of Landlord under this Section 3.5 are in addition to and will not affect the other rights of Landlord under this Sublease
Agreement. 
 SECTION 4 
 USE OF
PREMISES  
 4.1 Limitation on Type. Tenant shall use the Premises solely for the Permitted Use and for no other purpose. Tenant
shall not do or permit anything to be done or omit to do anything in or about the Premises that will (i) cause structural injury to the Premises or Project, (ii) cause damage to any part of the Premises or Project, or (iii) violate,
or cause Landlord to be in violation of, any Laws or Private Restrictions. Tenant shall not operate any equipment within the Premises that will (iv) injure, vibrate or shake the Premises or Project, (v) interfere with, imposes additional
load on or overload existing electrical systems or other mechanical equipment servicing the Premises or Project, (vi) impair the efficient operation of the sprinkler system or the heating, ventilating or air conditioning
(“HVAC”) equipment within or servicing the Premises or Project, or (vii) damage, overload, or corrode the plumbing or sanitary sewer system. Tenant shall not attach, hang or suspend anything from the ceiling, roof, walls or
columns of the Premises or set any load on the floor in excess of the load limits for which such items are designed nor operate hard wheel forklifts within the Premises. Tenant’s use of the Premises shall not (viii) create a fire or health
hazard, (ix) damage the Premises, or (x) violate any Environmental Laws. Tenant shall keep the Premises in a neat, clean, attractive and orderly condition, free of any objectionable noises, odors, dust or nuisances. 
 4.2 Compliance with Laws and Private Restrictions. Tenant’s lease of the Premises shall be subject to (i) all Laws, (ii) all Private
Restrictions, and (iii) to the extent same do not increase Tenant’s obligations or reduce its rights under this Agreement or otherwise conflict with this Agreement, the Rules and Regulations from time to time promulgated by Landlord
pursuant to Section 4.3, governing the use of the Premises. Tenant shall not use or permit any person to use the Premises in any manner which violates any Laws or Private Restrictions. Tenant shall abide by and promptly observe and comply with
all Laws and Private Restrictions. Without prejudice to the above, Tenant shall: (i) comply with all requirements under any present or future Act of Parliament, order, by-law or regulation as to the use or occupation of the Premises;
(ii) execute with all due diligence all works to the Premises for which Tenant is liable in accordance with this Section 4 and of which Landlord has given written notice to Tenant, and if Tenant shall fail to do so after adequate notice
and opportunity to undertake same, Tenant shall permit Landlord to enter the Premises to carry out such works and to pay to Landlord on demand the expense of so doing (including surveyors’ and other professional advisers’ fees) together
with interest at the Agreed Interest Rate from the date of expenditure until payment by Tenant to Landlord (such monies to be recoverable as if they were rent in arrears); and (iii) not allow the Premises to enter, remain or be used as a place
in which any person is employed in contravention 

  

 10 








 
of Section 57(1)(e) of the Immigration Act (Cap. 133), Section 5 of the Employment of Foreign Workers Act (Cap. 91A) and any other similar Law in
force at the moment. 
 4.3 Rules and Regulations. Tenant shall observe and comply with the Rules and Regulations attached to this
Sublease Agreement as Exhibit B attached hereto and made a part hereof (the “Rules and Regulations”). Subject to the limitation in Section 4.2 above, Landlord shall have the right at any time and from time to time
to make, add to, amend, cancel or suspend such Rules and Regulations in respect of the Building as in the judgment of Landlord may from time to time be required for the management, safety, care or cleanliness of the Building or for the preservation
of good order therein or for the convenience of tenants or for the use of the common areas of the Building, including without limitation, the hours of access and fees, if any, payable by the users therefor, for the use of the facilities (if any) in
the Building provided by Landlord and all such Rules and Regulations shall bind Tenant upon delivery of a copy thereof to Tenant upon and from the date on which notice in writing thereof is given to Tenant by Landlord; provided, however, that
Landlord shall not be liable to Tenant in any way for violation of the Rules and Regulations by any person including other tenants of the Building or the employees, independent contractors, agents, visitors, invitees or licensees of any such
persons. If there shall be any inconsistency between the provisions of this Sublease Agreement and the provisions of such Rules and Regulations then the provisions of this Sublease Agreement shall prevail. Landlord shall not be responsible for, or
subject to any liability as a result of, the violation by Tenant or any other person of any such Rules and Regulations. Landlord shall use best endeavors to uniformly enforce the Rules and Regulations. 
 4.4 Insurance Requirements. Tenant shall not use or permit any person to use the Premises in any manner whereby any policy of insurance on
including or in any way relating to the Premises taken out by Landlord may become void or voidable or whereby the rate of premium thereon or on the remainder of the Building may be increased. 
 4.5 External Areas and Outer Doors. No materials, supplies, tanks or containers, equipment, finished products or semi-finished products, raw
materials, inoperable vehicles or articles of any nature shall be stored upon or permitted to remain outside of the Premises except by the loading docks and related holding areas. Landlord shall so far as practicable keep the outer doors of the
Building open so as to provide Tenant and Tenant’s employees, independent contractors, agents and permitted occupiers uninterrupted access subject always to the closure of the outer doors of the Building at such time as Landlord in its own
discretion shall think fit. Landlord may in the case of invasion, mob, riot, public excitement or other circumstances rendering such action advisable in Landlord’s opinion, prevent access to the Building during the continuance of the same and
for so long and in such manner as Landlord deems necessary including the closure of all doors and entrances of the Building. 
 4.6 Parking
and Loading Docks. Tenant is allocated and shall have the guaranteed right to use a number of parking stalls in the Building Parking Area determined based on a ratio of 1 stall per each 110 square meters of lettable space then-leased by Tenant
hereunder for its use and the use of Tenant’s Agents, customers and invitees throughout the Sublease Term, Option Terms and any other extension term of this lease. At no time shall Landlord grant the right to use parking stalls to other
tenants, subtenants, licensees or other persons in such number as shall impair Tenant’s right to use its allocated number of parking stalls hereunder. Tenant shall not at 

  

 11 








 
any time use more parking stalls than the number so allocated to Tenant or park its vehicles or the vehicles of others in any portion of the Project outside
of the Building Parking Areas. Tenant shall not have the exclusive right to use any specific parking stall but Landlord shall provide Tenant access to all Building Parking Areas including the basement parking area. Landlord reserves the right, after
having given Tenant reasonable written notice, to have any vehicles owned by Tenant or Tenant’s Agents utilizing parking spaces in excess of the parking spaces allowed for Tenant’
s use or in any portion of the Project outside of the Building Parking Areas, to be towed away at Tenant’s cost. All trucks and delivery vehicles shall be (i) parked at the rear of the Building,
(ii) loaded and unloaded in a manner which does not unreasonably interfere with the businesses of Landlord or other occupants of the Project, and (iii) permitted to remain on the Project only so long as is reasonably necessary to complete
loading and unloading. In the event Landlord elects or is required by any Law to limit or control parking in the Project, whether by validation of parking tickets or any other method of assessment, Tenant agrees, at no expense or inconvenience to
Tenant or Tenant’s Agents, to participate in such validation or assessment program under such reasonable rules and regulations as are from time to time established by Landlord. 
 4.7 Fire Prevention. Tenant shall co-operate with Landlord to establish a fire-safe environment for all users of the Building. For this purpose,
Tenant shall: (i) participate in all fire drills; (ii) attend fire safety awareness talks; (iii) practice the use of fire extinguishers; and (iv) participate in any other activities deemed necessary by Landlord or as directed by
the authorities from time to time. 
 4.8 Weights and Stresses. Tenant shall obtain the prior written consent of Landlord before
bringing upon the Premises any heavy machinery or other plant, equipment or goods with an imposed load in excess of 4 KN/m2 (or such other weight as may be prescribed by Landlord as being applicable to the Premises). Landlord may direct the routing,
installation and location of all such machinery, plant, equipment and goods and Tenant shall comply with all such directions. Landlord shall in all cases retain and have the power to prescribe the weight and proper position of all iron or steel
safes and other heavy machinery and equipment, articles or goods whatsoever in the Premises and any or all damage caused to the Building or any part thereof by Tenant or anyone on its behalf by taking in or moving out any safe, items of machinery
and equipment, furniture, goods or other articles or during the time such are in the Building, shall be made good by Tenant. If Tenant shall not within seven (7) days of Landlord’s notice, proceed diligently to repair or make good the
damage, Landlord may repair or make good the same and the expenses of Landlord together with interest at the Agreed Interest Rate from date of expenditure until payment by Tenant to Landlord shall be paid by Tenant on demand and such monies shall be
recoverable as if they were rent in arrears. Notwithstanding anything to the contrary hereinabove, Landlord acknowledges and covenants that the location and load of any such machinery, plant, equipment and goods as of the date of this Agreement is
in compliance with the aforesaid requirements. 
 4.9 Upkeep of the Premises. Tenant shall: (i) keep the Premises free of pests,
rodents, vermin and insects; (ii) keep the windows of the Premises closed at all times and not to erect or install any sign, device, furnishing, ornament or object which is visible from the street or from any other building and which, in the
reasonable opinion of Landlord, is incongruous or unsightly and will detract from the general appearance of the Building; (iii) ensure that the decor 

  

 12 








 
and design of the exterior of the Premises are in accordance with plans and specifications previously submitted to and approved by Landlord, and not to make
any changes to such external parts without the prior written consent of Landlord; (iv) ensure that all doors of the Premises are safely and properly locked and secured when the Premises are not occupied; (v) not cover or obstruct or permit
to be covered or obstructed in any manner or by any other article or thing (other than window blinds approved by Landlord), the windows, sky-lights or ventilating shafts or air inlets or outlets which reflect or admit light or enable air to flow
into or out of the Premises or any part of the Building; (vi) not employ in or about the Premises any cleaner other than a cleaning contractor approved by Landlord to carry out the cleaning work for the Premises and Tenant shall not have any
claim against Landlord for any act, omission or negligence of such cleaner in or about the performance or purported performance of his duties; and (vii) ensure that all sweepings, rubbish, refuse, waste paper or other similar substances are
properly disposed of in accordance with the guidelines, rules and regulations prescribed by Landlord from time to time and not to throw, place or allow to fall or cause or permit to be thrown or placed any sweepings, rubbish, refuse, waste paper or
other similar substances in the lift shafts, water-closets or other conveniences in the Building and Tenant shall on demand pay to Landlord the costs of repairing any damage to such lift shafts, water-closets or other conveniences arising therefrom.

 4.10 Nuisance and Other Restrictions. Tenant shall not: (i) use the Premises for any noxious, noisy or offensive trade or
business nor for any illegal or immoral act or purpose; (ii) hold in or on the Demised Premises any public entertainment; (iii) permit any vocal or instrumental music in the Premises so that it can be heard outside the Premises;
(iv) permit pets of any kind to be kept on the Premises; (v) do in or upon or permit to be done in or upon the Premises anything which may be or may become or cause a nuisance, annoyance, disturbance, inconvenience or damage to Landlord or
its other tenants of the Building or to the owners, tenants and occupiers of adjoining and neighboring properties; (vi) allow any person to sleep in the Premises nor to use the Premises for residential purposes; (vii) permit or cause to be
permitted other than in designated areas the placing or parking of bicycles, motor cycles or scooters, trolleys and other wheeled vehicles and/or the stocking or storage or littering of goods or things in the common parts of the Building, the
corridors, passageways, pavements and the car-parking areas, and Tenant shall keep all such internal and external parts of the Building clear and free of all obstruction at all times; provided that motorcycles shall continue to be permitted to be
parked on the surface parking areas and in the basement parking area and bicycles may be parked on corners not obstructing any traffic; (viii) place or take into the passenger lifts any baggage, furniture, parcels, sacks, bags, heavy articles
or other goods or other merchandise save only such light articles as brief-cases, attaché cases and handbags and to use only the service lift prescribed by Landlord for the transportation of furniture, goods and other heavy equipment;
(ix) permit or allow food trays and tiffin carriers to be brought into or carried in any passenger lift and Tenant shall ensure that such items are conveyed in the service lift only; (x) permit or allow the contractors, workmen or cleaners
(with or without equipment and tools) engaged by Tenant to use the passenger lifts of the Building and to ensure that they use only the service lift prescribed by Landlord; (xi) solicit business, display or distribute advertising material in
the carparks or other common areas of the Building; (xii) ensure that Tenant and Tenant’s Agents shall use the utility areas, water closets and toilet facilities in the common parts of the Building in such a manner that (a) such
utility areas, water closets and toilet facilities will not be left by Tenant and Tenant’s servants, agents independent contractors and permitted occupiers in an 

  

 13 








 
unhygienic condition nor left in an untidy or dirty state or condition, (b) the pipes, drains, basins and sinks in such utility areas, water closets and
toilet facilities are clean and unblocked and (c) does not result in excessive and unreasonable water consumption in the utility areas, water closets and toilet facilities; (xiii) permit trade vehicles while being used for delivery and
pick up of merchandise to or from the Premises to be driven parked or stopped at any place or time within the Building except within the loading dock of the Building and except at such other place or places and at such time or times as Landlord may
specifically allow and Tenant shall prohibit its employees service suppliers and others over whom Tenant may have control from parking delivery vehicles during loading or unloading in any place other than the specifically approved loading dock and
such other specifically approved places as aforesaid, and from obstructing in any manner howsoever the entrances exits and driveways in and to the common parking areas and also the pedestrian footways in or to the common parts of the Building; or
(xiv) carry out or permit unauthorized smoking in the Premises and the lobbies, corridors, staircases, lifts, hoists, lavatories and other parts in common use in the Building, and Tenant shall in accordance with the Smoking (Prohibition in
Certain Places) Act (Cap. 310) appoint a manager who may adopt any means to bring to Tenant’s Agents attention to such prohibition. 
 4.11 Use and Name of Building. Landlord shall have the right at all times to change the name or number by which the Building is known, subject to Tenant’s prior consent which consent may not be unreasonably withheld, unless the
desired name is that of another company or entity whose business is substantially similar to the Business Use in which case such consent may be withheld in its sole discretion. So long as Tenant occupies at least 50% of the Premises, Landlord shall
not lease, license, sublease or otherwise permit occupancy in the Building by any entity or person whose primary business is the Business Use, unless the parties otherwise agree. Tenant shall not use the name of the Building as part of its trade or
business name, other than as its address and place of business. Tenant shall not use a name, trade mark or service mark which includes the name of the Building or any derivative name sounding similar thereto for any purpose whatsoever. 

4.12 Signs. Tenant shall not place or display on the exterior of the Premises or on the windows or inside the Premises so as to be visible from
the exterior of the Premises any name, writing, notice, sign, illuminated sign, display of lights, placard, poster, sticker or advertisement other than (i) the name of Tenant sign written on the entrance doors of the Premises in a style and
manner previously approved in writing by Landlord, (ii) the name of Tenant displayed in such indicator board in the Building as Landlord may designate from time to time, and (iii) exterior signage on the Building and at the Project as
hereinafter provided and as may otherwise be agreed to between Landlord and Tenant. All such approved signs shall strictly conform to all Laws and Private Restrictions and shall be installed at the expense of Tenant. If any name, writing, notice,
sign, placard, poster, sticker or advertisement shall be placed or displayed in breach of these provisions, Tenant hereby agrees to permit Landlord to enter the Premises and to remove such name, writing, notice, sign, placard, poster, sticker or
advertisement and to pay to Landlord on demand the expense of so doing. If Landlord so elects, Tenant shall, at the expiration or sooner termination of this Sublease Agreement, remove all signs installed by it and repair any damage caused by such
removal. Tenant shall at all times maintain such signs in good condition and repair. Notwithstanding the foregoing, Tenant shall have the right to install three (3) external signs as follows: two to be located at the entrances to the Project as
located on the Site Map and one on the façade of the Building, in each instance next to (and of comparable size 

  

 14 








 
and prominence) as the existing Agilent signs. Tenant shall maintain such signs at its own cost and expense. 
 4.13 Landlord’s Right to Deal with Adjoining Property. Landlord may deal as it may think fit with other property belonging to Landlord
adjoining or nearby the Project and to erect or suffer to be erected on such property in compliance with Law any buildings whatsoever whether or not such buildings shall affect or diminish the light or air which may now or at any time be enjoyed by
Tenant in respect of the Premises. Landlord shall have the right at all times without obtaining any consent from or making any arrangement with Tenant to alter, reconstruct or modify in any way whatsoever or change the use of the parts of the
Building (including all fixtures, fittings, machinery and apparatus therein and thereto), which are defined to be common property under the Land Titles (Strata) Act or if the Building is not subdivided and registered under the Land Titles (Strata)
Act, those parts of the Building which would reasonably be deemed to be common property if the Building had been subdivided and registered under that Act, so long as proper means of access to and egress from the Premises are afforded and essential
services are maintained at all times. Nothing contained in this Sublease Agreement shall confer on Tenant any right to enforce any covenant or agreement relating to other parts of the Building demised by Landlord to others, or limit or affect the
right of Landlord in respect of any such other premises to deal with the same and impose and vary such terms and conditions in respect thereof in any manner as Landlord may think fit. Landlord and its workmen and agents shall be entitled, at any
time after delivery of the Premises to Tenant and prior to the issue of the Certificate of Statutory Completion, to make such alterations or additions to the Premises as may be required by the competent authorities for purpose of the issue of the
Certificate of Statutory Completion and Tenant shall permit Landlord, its workmen and agents access into the Premises at all reasonable times for that purpose. In the event that the issue of the Certificate of Statutory Completion is rejected or
otherwise withheld or delayed as a result of any deviation, alteration, addition or installation carried out or caused to be carried out by Tenant without the written consent of Landlord or as a result of any act, default or omission on the part of
Tenant, Landlord may by notice in writing require Tenant to rectify the same within a period of seven (7) days and if Tenant does not comply with Landlord’s notice within the said period of seven (7) days, Landlord and its workmen and
agents shall be entitled to enter into the Premises to make such necessary alterations or additions to the Premises as may be required by the competent authorities, and to recover from Tenant the cost of such alterations or additions together with
interest at the Agreed Interest Rate thereon from and including the date the costs were so incurred by Landlord until the date they are paid (such costs and interest to be recoverable as if they were rent in arrears). 
 SECTION 5 
 TRADE FIXTURES AND IMPROVEMENTS
 
 5.1 Trade Fixtures. All Trade Fixtures shall remain Tenant’s property. 
 5.2 Landlord’s Approval for Improvements. Tenant shall not construct any Improvements or otherwise make any alterations or additions to the
Premises or Project without Landlord’s prior written approval which approval shall not be unreasonably withheld or delayed, and not until Landlord shall have first approved the plans and specifications therefor. For purpose of seeking
Landlord’s approval herein, Tenant shall submit to Landlord all plans, 

  

 15 








 
layouts, designs, drawings, specifications and details of proposed materials to be used for any proposed Improvements. Landlord shall be entitled to require
Tenant to engage an architect, engineer or other consultant(s) for the purpose of considering the plans, specifications and materials relating to the proposed Improvements and for the purpose of supervising all works carried out by Tenant, if
necessary, having regard to the Improvements. Tenant shall obtain the prior written approval of Landlord to its appointment of the architect, engineer or other consultant(s) pursuant to this Section (such approval not to be unreasonably withheld or
delayed). 
 5.3 Carrying out of Improvements. All Improvements to the Premises shall only be carried out (i) in the case of any
mechanical and electrical engineering works by a specialist contractor employed by Tenant subject to consent of Landlord (such consent not to be unreasonably withheld or delayed). All Improvements undertaken by Tenant shall be done in accordance
with all Laws, and all planning and other consents necessary or required pursuant to the provisions of any statute, rule, order, regulation or by-law for any Improvement to the Premises or any part thereof, shall be applied for and obtained by
Tenant at its own cost and expense. Tenant shall not commence construction of any Improvements until (i) all required governmental and regulatory approvals and permits shall have been obtained and copies of same have been provided to Landlord,
(ii) all requirements regarding insurance imposed by this Sublease Agreement have been satisfied, (iii) Tenant shall have given Landlord at prior written notice of its intention to commence such construction, (iv) Tenant shall have
notified Landlord by telephone of the commencement of construction on the day it commences, and (v) if requested by Landlord in its reasonable discretion, Tenant shall have obtained or caused its general contractor to obtain contingent
liability and broad form builders risk and/or such forms of insurance and/or completion and performance bonds in an amount reasonably satisfactory to Landlord. Tenant shall carry out and complete all Improvements to the Premises in accordance with
plans, layouts, designs, drawings, specifications and using materials approved by Landlord, in a good and workmanlike manner using new materials of good quality, in accordance with all planning and other consents referred to above, and in compliance
with the reasonable requirements of appointment consultant(s). All Improvements shall remain the property of Tenant during the Sublease Term, but shall not be damaged, altered, or removed from the Premises. At the expiration or sooner termination of
the Sublease Term, all Improvements shall be removed from the Premises in accordance with the provisions of Section 17.5. 
 5.4
Alterations Required by Law. Tenant shall, at its own cost, make any alteration, addition or change of any sort to the Premises that is required by any Law because of (i) Tenant’s particular use or change of use of the Premises,
(ii) Tenant’s application for any permit or governmental approval, or (iii) Tenant’s construction or installation of any Improvements or Trade Fixtures. Any other alteration, addition or change required by Law that is not the
responsibility of Tenant pursuant to the foregoing shall be made by Landlord at Landlord’s own cost and expense. 
 5.5 Prohibited
Alterations. In no event shall Tenant make any Improvements to the Premises or the Project which could affect the structural integrity or the exterior design of the Premises or the Project, or paint or make any Improvements or exert any force or
load on the curtain wall, its frame structure and all its related parts or to place or affix any structures or articles or materials thereon which would otherwise render the warranty granted in favor of 

  

 16 








 
Landlord in respect of such wall and structure null and void. Tenant shall not erect, install or put up any exterior lighting, shade, canopy, awning, shed or
other structure, whether permanent or temporary, at or on, in front of or elsewhere outside the Premises. 
 SECTION 6 
 REPAIR AND MAINTENANCE  
 6.1
Tenant’s Obligation to Maintain. Except as otherwise provided in Sections 6.2 and 12. 1, Tenant shall, at its sole cost and expense, be responsible for the following during the Sublease Term: 
 6.1.1 Tenant shall at all times to repair and to keep in a clean and good state of tenantable repair and condition (fair wear and tear excepted), the
Premises and every part thereof, through regular inspections and servicing, including without limitation the interior thereof, the flooring, interior plaster or other surface material or rendering on walls and ceilings, fixtures therein, all doors,
windows, glass, locks, fastenings (including cleaning both interior and exterior surfaces), installations and fittings for light and power, any automatic fire extinguisher equipment in the Premises, the roof membrane, all above ground plumbing
facilities (including all sinks, toilets, faucets and drains), and all ducts, pipes, vents or other parts of the HVAC or plumbing system, all electrical facilities and all equipment (including all lighting fixtures, lamps, bulbs, tubes, fans, vents,
exhaust equipment and systems), all improvements and additions to the Premises and all Landlord’s fixtures, fittings and appurtenances of whatever nature affixed or fastened to the Premises, and without prejudice to the generality of the
foregoing, to replace at Tenant’s cost all broken or blown light bulbs, globes or tubes installed upon the Premises and to make good to the satisfaction of Landlord any damage or breakage caused to any part of the Premises or to Landlord’s
fixtures and fittings therein by the bringing in or removal of Tenant’s goods or effects or resulting from any action or omission of Tenant or Tenant’s Agents. 
 6.1.2 Tenant shall replace any damaged or broken glass in the Premises (including all interior and exterior doors and windows) with glass of the same kind, size and quality. Tenant shall repair any damage to the
Premises (including exterior doors and windows) caused by vandalism or any unauthorized entry. 
 6.1.3 All repairs and replacements required
of Tenant shall be promptly made with new materials of like kind and quality. If the work affects the structural parts of the Premises or if the estimated cost of any item of repair or replacement is in excess of the Twenty-Five Thousand Dollars
(S$25,000.00), then Tenant shall first obtain Landlord’s written approval of the scope of the work, plans therefor, materials to be used, and the contractor. 
 6.1.4 If any damage or injury is caused to Landlord or to any person whomsoever directly or indirectly on account of the condition of any part of the interior of the Premises (including flooring, walls, ceiling,
doors, windows, curtain wall and its related parts including fluorocarbon coating thereon and other fixtures), to be wholly responsible therefor and to fully indemnify Landlord against all claims, demands, actions and legal proceedings whatsoever
made upon Landlord by any person in respect thereof. In the interpretation and application of the provisions of this sub-clause, the decision of the surveyor or architect of Landlord shall be final and binding upon Tenant. 
  

 17 








 6.2 Landlord’s Obligation to Maintain, Repair and Replace. Landlord shall repair and maintain
(i) all utility and other building systems serving the Premises to the point of entry into the Premises, including without limitation the mechanical, electrical, plumbing and other systems serving the Premises, (ii) the roof (excluding the
roof membrane) and the other structural components of the Premises, including but not limited to the footings, the foundation, the structural floor and the load bearing walls of the Premises, (iii) the exterior skin of the Premises, and
(iv) all underground utilities, including sewer and water mains and other underground plumbing, serving the Premises, so that the same are kept in good order and repair. Additionally, Landlord shall clean, provide janitorial service (except
with respect to the Premises which is Tenant’s cost and responsibility) for, maintain in good order, condition and repair and replace when necessary the Building in which the Premises are located and the Common Area and every part and system
of, or serving, the foregoing (including, without limitation, structural parts of the Building including without limitation foundations, load bearing and exterior walls, sub-flooring, structural roof and roofing, windows and frames, gutters, and
downspouts on the building, sidewalks, curbs, parking lots, lamp and light bulb replacement, electrical, lighting, plumbing and sewage systems and equipment and heating, ventilating, air-conditioning, elevators, emergency, fire protection, life
safety, and support systems servicing the Building), through regular inspections, servicing, repair and, as commercially reasonably appropriate, replacement, each at a minimum in the same manner and to the same schedule and specification as
currently being performed prior to the Closing. Landlord may engage contractors of its choice to perform the obligations required of it by this Section, and the necessity of any expenditure to perform such obligations shall be at the sole discretion
of Landlord. 
 6.3 Control of Common Area. Landlord shall at all times have exclusive control of the Common Area. Landlord shall have
the right, without the same constituting an actual or constructive eviction and without entitling Tenant to any abatement of Rent, to: (i) close any part of the Common Area to whatever extent required in the opinion of Landlord’s counsel
to prevent a dedication thereof or the accrual of any prescriptive rights therein; (ii) temporarily close the Common Area to perform maintenance or for any other reason deemed sufficient by Landlord; (iii) change the shape, size, location
and extent of the Common Area; (iv) eliminate from or add to the Project any land or improvement, including multi-deck parking structures; (v) make changes to the Common Area including without limitation changes in the location of
driveways, entrances, passageways, doors and doorways, elevators, stairs, restrooms, exits, parking spaces, parking areas, sidewalks or the direction of the flow of traffic and the site of the Common Area; (vi) remove unauthorized persons from
the Project; or (vii) change the name or address of the Premises or Project. Tenant shall keep the Common Area clear of all obstructions created or permitted by Tenant. If, in the opinion of Landlord, unauthorized persons are using any of the
Common Area by reason of the presence of Tenant in the Premises, Tenant, upon demand of Landlord, shall restrain such unauthorized use by appropriate proceedings. In exercising any such rights regarding the Common Area, Landlord shall make a
reasonable effort to minimize any disruption to Tenant’s business. In the event Landlord elects to remodel or construct improvements upon any part of the Common Area located outside of the Premises, Tenant will cooperate with such remodeling or
construction, including Tenant’s tolerating temporary inconveniences in order to facilitate such remodeling or construction. 
  

 18 








 SECTION 7 
 UTILITIES  
 7.1 Utilities. Utility lines and facilities required by Tenant for Tenant’s
Permitted Use of the Premises are presently at the Premises, fully installed, assessed and operational, and Landlord shall be responsible at all times for the maintenance and repair of all such utility lines and facilities as provided in
Section 6.2 hereof. The term “Utility” or “Utilities” as used in this Section 7.1 shall include gas, electricity, water (including water for fire protection service), sewer (both sanitary and storm), telephone and waste
pick-up. Tenant shall promptly pay all charges including any taxes now or in the future imposed by SP Services Ltd. or other appropriate authority in respect of the Utilities, and any other utilities, materials or services supplied and metered
separately to the Premises which shall be consumed or supplied on or to the Premises, or an appropriate proportion thereof attributable to the Premises, and pay all necessary hire charges for any equipment or appliances supplied to Tenant by SP
Services Ltd. or other appropriate authority. In the event of such Utilities and other services not being supplied and metered separately to the Premises, to pay to Landlord a proportionate part of the cost thereof, such cost to be calculated by
Landlord and notified to Tenant by a statement from Landlord in writing, such statement to be conclusive as to the amount thereof, and in the event of SP Services Ltd. or other equivalent authority responsible for the supply of the Utilities and any
other services supplied and used in the Building increasing the charges therefor, Tenant shall pay to Landlord a proportionate part of the increased costs thereof, such costs to be calculated by Landlord and notified to Tenant by a statement from
Landlord in writing, such statement to be conclusive as to the amount thereof (save for manifest error and Tenant’s right to audit pursuant to Section 8.5 hereof). 
 7.2 Electrical Meter. Notwithstanding anything to the contrary in Section 7.1, Landlord covenants that a separate meter for electricity for
the Premises shall, at the sole expense of Landlord, be (a) installed as soon as practicable following the date hereof but in no event later than January 31, 2006, and (b) maintained during the Sublease Term. 
 7.3 Compliance with Governmental Regulations. Landlord and Tenant shall comply with all rules, regulations and requirements promulgated by the
Government of the Republic of Singapore, statutory bodies or any other national, state or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Landlord may
voluntarily cooperate in a reasonable manner with the efforts of all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant shall not be entitled to terminate this Sublease Agreement nor to any abatement
in rent by reason of such compliance or cooperation. Tenant agrees at all times to cooperate fully with Landlord and to abide by all reasonable rules, regulations and requirements which Landlord may prescribe in order to maximize the efficient
operation of the HVAC system and all other utility systems. In the event of an interruption in or failure or inability by Landlord to provide water, natural gas or electrical utility services to the Premises (a “Service Failure”), unless
such Service Failure is caused by any act or omission of Landlord or Landlord’s Agents, such Service Failure shall not, regardless of its duration, impose upon Landlord any liability whatsoever, constitute an eviction of Tenant, constructive or
otherwise, entitle Tenant to an abatement of Rent (except as hereafter provided) or to terminate this Sublease Agreement or otherwise release Tenant from any of Tenant’s obligations under this Sublease Agreement. 
  

 19 








 SECTION 8 
 LANDLORD SERVICES/TENANT’S CONTRIBUTION  
 8.1 Landlord Services. Landlord shall provide
to Tenant the services set forth on Exhibit C hereto (the “Landlord Services”). 
 8.2 Air-conditioning
Services. Landlord shall maintain operation of the Building Central Plant to provide for HVAC when necessary for normal comfort in the Premises. The hours and temperatures (within a customary comfort range for the location with a Permitted Use
of this nature) shall be subject to Tenant’s control through a building automation system serving the Premises. Tenant shall pay the Air-conditioning Charges to Landlord in accordance with Sections 3.2 and 3.3 hereof. 
 8.3 Tenant’s Obligation to Reimburse. Tenant’s Contribution shall be paid to Landlord in accordance with Sections 3.2 and 3.3 for
Landlord Services to be provided hereunder. 
 8.4 Increase in Tenant’s Contribution. Effective at each of November 1, 2008,
November 1, 2010, November 1, 2013, November 1, 2015 and November 1, 2018 (each a “Tenant Contribution Increase Date”) (provided that the Sublease Term is still subsisting at the relevant time)), Landlord shall
be entitled, by notice in writing to Tenant, to increase Tenant’s Contribution if there is any increase in Landlord’s cost of providing services. Any increase in Tenant’s Contribution shall be payable from the date specified in
Landlord’s notice but in each instance not earlier than the then applicable Tenant Contribution Increase Date. Such notice shall, save for manifest error and subject to Tenant’s audit right, be conclusive and binding on Tenant, both as to
Tenant’s liability for such increase and the amount thereof. 
 8.5 Audit Right. Landlord agrees to grant Tenant the right to
review, inspect and contest Landlord’s books and records relating to any Landlord Service, the Air-conditioning Charges or any other charges or sums claimed by Landlord to be due and payable by Tenant hereunder, during regular operating hours
and at Tenant’s sole expense; provided, however, that such right may not be exercised more than two times (2x) during any twelve-month period. 
 SECTION 9 
 PROPERTY TAXES  
 9.1 Property tax imposed or levied by the relevant government authority on the Premises or on the Project (or any part thereof) and as may be apportioned
by Landlord or attributable to the Premises shall be paid as follows: 
 9.1.1 Landlord shall for the duration of the Sublease Term pay
property tax levied on or attributable to the Premises but only to the extent that such payment by Landlord in respect of the Premises shall not exceed property tax calculated (i) on the basis of an annual value equivalent to the annual Rent
payable under this Agreement (“Base Annual Value”) and (ii) at the property tax rate applicable on fast assessment of property tax. In the event that any additional property tax levied by the relevant authority on or
apportioned by Landlord as attributable to the Premises is payable on account of (aa) the annual value assessed by the relevant government authority or apportioned by Landlord as attributable to the Premises 

  

 20 








 
(whether on first assessment by the relevant government authority or as increased from time to time whether retrospective or otherwise) which is in excess of
the Base Annual Value and/or (bb) an increase in the property tax rate above the rate applicable on first assessment, such additional property tax shall be borne and paid by Tenant to Landlord on demand. 
 9.1.2 In the event that the Premises are not separately assessed for property tax but the Project is assessed as a whole or in parts, then for the purpose
of Clause 9.1.1 above, Landlord shall determine the apportionment of the annual value (as assessed by the relevant authority) and the property tax which would be attributable to the Premises. Such apportionment shall be based on the proportion which
(i) the floor area of the Premises bears to (ii) the net lettable area of the whole or the relevant part of the Project. Landlord’s determination of the apportionment shall be accepted by Tenant as final and conclusive (save for
manifest error) and Tenant’s right to audit. 
 9.1.3 Tenant’s liability in respect of additional property tax referable to the
Sublease Term, pursuant to the provisions of Clause 9.1 shall not be affected by the expiry or earlier determination of this Sublease Agreement. 
 9.1.4 Objection to any assessment of annual value or imposition of additional property tax on the Premises during the Sublease Term may be made by Landlord in its discretion and by Tenant if Tenant deems fit and Landlord shall assist Tenant
in making any objection to the relevant government authority as may be required. 
 SECTION 10 
 INSURANCE  
 10.1 Tenant’s
Insurance. Tenant shall maintain insurance complying with all of the following: 
 10.1.1 Tenant shall procure, pay for and keep in full
force and effect the following (or have the following procured, paid for and kept in full force and effect by Avago for the benefit of Tenant): 
 (a) Broad-form, general commercial liability insurance (or the equivalent insurance as written for coverage in Singapore), including property damage, against liability for personal injury, bodily injury, death and damage to property
occurring in or about, or resulting from an occurrence in or about, the Premises with combined single limit coverage of not less than the amount of Tenant’s Minimum Liability Insurance Coverage, which insurance shall contain, “fire
legal” endorsement coverage and a “contractual liability” endorsement (if available for subleased premises occupied for the Permitted Use in the area in which the Premises is located) insuring Tenant’s performance of
Tenant’s obligation to indemnify Landlord contained in Section 11.4, and with Landlord and such other parties as Landlord shall designate named as an additional insured parties; 
 (b) Fire and property damage insurance against loss caused by fire, extended coverage perils including steam boiler insurance, sprinkler leakage, if
applicable, vandalism, malicious mischief and such other additional perils as now are or hereafter may be 

  

 21 








 
included in a standard extended coverage endorsement from time to time in general use in Singapore; and 
 (c) Worker’s compensation coverage sufficient to comply with all Laws; Employers liability insurance shall be provided in amounts not less than
S$1,000,000.00 per accident for bodily injury by accident, S$1,000,000.00 policy limit by disease, and S$1,000,000.00 per employee for bodily injury by disease. 
 10.1.2 The broad-form general commercial liability insurance (or the equivalent insurance as written for coverage in Singapore) that Tenant is required to carry under Section 10.1.1(a) shall name Landlord and
such other parties in interest as Landlord designates as additional insureds. Additionally, all policies of insurance required to be carried by Tenant pursuant to this Section 10.1 shall (i) be primary insurance that provides that the
insurer shall be liable for the full amount of the loss up to and including the total amount of liability stated in the declarations without the right of contribution from any other insurance coverage of Landlord, (ii) be in a form reasonably
satisfactory to Landlord, (iii) be carried with insurance companies acceptable to Landlord, (iv) provide that such policy shall not be subject to cancellation, reduction of coverage or lapse except after at least thirty (30) days
prior written notice to Landlord, (v) not have a “deductible” in excess of in Singapore dollars the equivalent of US$100,000 per occurrence, (vi) where permissible under Singapore law and if available and customary under
Singaporean practice, contain a cross liability endorsement, and (vii) contain a “severability” clause. 
 10.1.3 A certificate
of insurance reflecting that the insurance required to be carried by Tenant pursuant to this Section 10.1 is in force, accompanied by an endorsement showing the required additional insureds satisfactory to Landlord in substance and form, shall
be delivered to Landlord prior to the time Tenant or any of Tenant’s Agents enters the Premises and upon renewal of such policies, but not less than thirty (30) days prior to the expiration of the term of such coverage. 
 10.2 Release and Waiver of Subrogation. The Parties release each other, and their respective Landlord’s Agents and Tenant’s Agents, from
any liability for any property loss or damage that is caused by or results from any risk insured or which could be insured against under the types of insurance specified in Section 10.1 above; provided, however, the foregoing
provisions shall not apply to the third party liability insurance described in Section 10.1 to the extent prohibited by Law. To the extent permitted under Law, each Party shall secure a written waiver of subrogation from its respective insurers
under these respective policies. 
 10.3 Landlord’s Insurance. Landlord shall maintain such insurance with respect to the Project
as shall be deemed customary for the location of the Project for owners and landlords of industrial manufacturing facilities in Singapore. Notwithstanding the foregoing, for so long as Agilent Technologies Singapore Pte Ltd (or its affiliate) is the
Landlord hereunder and it maintains the insurance coverage in place as of the Commencement Date, such coverage shall be deemed to satisfy the covenant set forth in the preceding sentence of this Section 10.3. 
  

 22 








 SECTION 11 
 ADDITIONAL LANDLORD OBLIGATIONS AND LIMITATION ON LANDLORD’S LIABILITY 
 AND INDEMNITY 

 11.1 Landlord Obligations. In addition to Landlord’s covenants set forth elsewhere throughout this Agreement, Landlord also
covenants as follows: 
 11.1.1 Landlord shall timely comply with, at Landlord’s cost and expense, all of the terms of the Head Lease,
and shall not intentionally undertake or intentionally fail to undertake any act which gives rise to the termination of the Head Lease or the termination of this Sublease Agreement. 
 11.1.2 Notwithstanding any other provisions in this Sublease Agreement, subletting and administrative fees, if any (including any subletting fees or
administrative fees levied or imposed retrospectively) imposed by HDB or other competent authority in respect of the subletting of the Premises by the Landlord to the Tenant pursuant to this Sublease Agreement shall be borne by the Landlord.

 11.1.3 Landlord undertakes to exercise its option to renew the Head Lease in accordance with the provisions of the Head Lease and to comply
with all necessary terms and conditions of the Head Lease in connection with the exercise of the option for renewal. 
 11.1.4 Landlord
warrants and represents that it has complied with all Law in relation to the Project (including the Premises) and has obtained all necessary waivers, approvals, consents and permissions (collectively the “Consents”) required for the
use, operations and processes carried out at the Project (including the Premises) as at the date hereof. The Landlord further undertakes to comply with all Law and to do all things required to obtain, renew or extend the Consents. Subject to
Sections 10.2, 11.2 and 11.3 hereof, if the Landlord fails to obtain, renew or extend the Consents and any change to the use of the Project is required as a result so as to comply with any Law regarding land use ratio or quantum, such change
shall not be effected on the Premises but on the parts of the Project other than the Premises at the sole cost and expense of the Landlord. Without limitation of the foregoing, Landlord also covenants that, if not already commenced, within thirty
(30) days of the Commencement Date, it shall commence, and thereafter shall diligently pursue, the extension of any relevant Consent or the change of the legal designation of the Project, as the case may be, such that that the operation of the
Project and Premises as operated as of the Commencement Date shall be in compliance with, and without the need for any further waiver from, the legal requirements imposed by any relevant authority (including the Urban Redevelopment Authority) with
respect to the Project. 
 11.2 Limitation on Landlord’s Liability. Notwithstanding anything to the contrary contained in this
Sublease Agreement, Landlord shall not be liable to Tenant or any of Tenant’s Agents for any injury to Tenant or any of Tenant’s Agents, or damage to Tenant’s property, resulting from any cause, including without limitation any
(i) any interruption or failure of any HVAC or other utility system or any Landlord Services by reason of necessary repair or maintenance of any installations or apparatus or damage thereto or destruction thereof or by reason of mechanical or
other defect or breakdown or by reason of any circumstances beyond Landlord’s control; (ii) repairs or improvements to the Premises by Landlord or any services 

  

 23 








 
provided by Landlord to Tenant hereunder (iii) limitation, curtailment, rationing or restriction on the use of water or electricity, gas or any other
form of energy or any services or utility serving the Premises or the Project; (iv) any act, omission, default, misconduct or negligence of any contractor appointed by Tenant or any other of Tenant’s Agents; (v) any damage, injury or
loss arising out of the leakage or defect of the piping, wiring and sprinkler system in the Building and/or the structure of the Building; (vi) any damage, injury or loss caused by other tenants or persons in the Building; (vii) any
damage, injury or loss arising from or in connection with the use of the Common Areas or the Building Parking Area; (viii) vandalism or forcible entry by unauthorized persons; (ix) penetration of water into or onto any portion of the
Premises through roof leaks or otherwise. This Section 11.2 shall not limit Landlord’s obligations under Section 11.5 hereof, which obligations however remain subject to Section 11.3 hereof. In addition and notwithstanding any
provision of this Agreement, in no event shall (a) Landlord be liable to Tenant or any of Tenant’s Agents under this Agreement for any consequential (including without limitation any injury to Tenant’s business or loss of income or
profit therefrom), punitive or exemplary damages, or (b) Tenant be liable to Landlord or any of Landlord’s Agents under this Agreement for any consequential (including without limitation any injury to Landlord’s business or loss of
income or profit therefrom), punitive or exemplary damages. 
 11.3 Limitation on Tenant’s Recourse. Notwithstanding any other
term or provision of this Sublease Agreement, the liability of Landlord for its obligations under this Sublease Agreement is limited to (a) Landlord’s equity interest in the Project up to a maximum in Singapore dollars equivalent to
US$500,000, provided that, until such time as (x) Landlord has obtained the permanent (as such term is described below) extension of any relevant Consent with respect to the Project and the Premises as operated as of the Commencement Date such
that the Project and the Premises shall be in compliance with, and without the need for any further waiver (other than as such may be required due to the expiration of any permanent waiver) from, the legal requirements imposed by the Urban
Redevelopment Authority with respect to the Project, or (y) the legal zoning of the Project is changed such that that the operation of the Project and the Premises as operated as of the Commencement Date shall be in compliance with, and without
the need for any further waiver from, the legal requirements imposed by the Urban Development Authority or any other governmental authority (including, without limitation, the HDB) with respect to the Project, the limitation of Landlord’s
liability solely with respect to the foregoing shall be limited to a maximum amount in Singapore dollars equivalent to US$2,000,000, and (b) to no other assets of Landlord for satisfaction of any liability in respect of this Sublease Agreement,
and no personal liability shall at any time be asserted or enforceable against any other assets of Landlord or against Landlord’s stockholders, directors, principals, representatives, trustees or partners on account of any of Landlord’s
obligations or actions under this Sublease Agreement. For the purposes of the preceding sentence, the term “permanent” shall be deemed to include any Consent that is extended or granted for a period of no less than five (5) years from
the Commencement Date. In addition, in the event of conveyance of Landlord’s interest in the Project or the Premises, then, subject to Section 15.2 hereof, from and after the date of such conveyance, Landlord shall be relieved of all
liability with respect to Landlord’s obligations to be performed under this Sublease Agreement after the date of such conveyance. 
 11.4
Indemnification of Landlord. To the fullest extent allowed by Law but subject to Section 10.2 and 11.2 hereof, Tenant shall indemnify, defend, protect and hold harmless 

  

 24 








 
Landlord and Landlord’s Agents from (i) all claims, demands, writs, summonses, actions, suits, proceedings, judgments, orders, decrees, damages,
costs, losses and expenses of any nature whatsoever which 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 by Tenant or by any of Tenant’s Agents (except to the extent caused by the willful misconduct or gross negligence of Landlord or Landlord’s Agents of which Landlord has notice and reasonable time to cure but
which Landlord has failed to cure); (ii) all loss and damage to the Premises, the Building and to all property therein caused directly or indirectly by Tenant or Tenant’s Agents 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; (iii) the gross negligence or willful misconduct of Tenant or Tenant’s Agents, wherever the same may
occur; or (iv) any breach of this Sublease Agreement by Tenant. The provisions of this Section 11.4 shall survive the expiration or sooner termination of this Sublease Agreement. 
 11.5 Indemnification of Tenant. To the fullest extent allowed by Law but subject to Sections 10.2, 11.2 and 11.3 hereof, Landlord shall
indemnify, defend, protect and hold harmless Tenant and Tenant’s Agents from all liability, penalties, losses, damages, costs, expenses, causes of action, claims and/or judgments arising by reason of any death, bodily injury, personal injury or
property damage resulting from (i) the gross negligence or willful misconduct of Landlord or Landlord’s Agents, or (ii) any breach of this Sublease Agreement by Landlord. The provisions of this Section 11.5 shall survive the
expiration or sooner termination of this Sublease Agreement. 
 11.6 Indemnity of HDB. Landlord shall indemnify and keep HDB
indemnified from and against all liabilities, claims and proceedings, costs and expenses whatsoever and howsoever arising out of or in connection with this Sublease Agreement. 
 11.7 Abatement. 
 11.7.1
Notwithstanding anything to the contrary, including without limitation Sections 3, 8, 11.2 and 11.3 hereof, in the event Landlord fails to deliver any of the Landlord Services or Air-conditioning Services to be provided hereunder, Tenant’s
Contribution or Air-Conditioning Charges, as applicable, shall abate to the extent of and for the duration of such failure and Tenant shall have the right to take any reasonable action for the purpose of securing such Landlord Services or
Air-conditioning services not being delivered and Landlord shall reimburse Tenant for any reasonable costs, expenses and fees incurred by Tenant in procuring such services within fifteen (15) business days of receipt of notice thereof from
Tenant absent which Tenant shall have the right to offset such amounts from the next installments of Rent payable by Tenant hereunder until recompensed in full for such reasonable expenditures. 
 11.7.2 Notwithstanding anything to the contrary, including without limitation Sections 6.2, 7, 11.2 and 11.3 hereof, in the event of an interruption
in the provision of utility service to the Premises or the failure of Landlord to perform or cause to be performed its obligations set forth in the first sentence of Section 6.2 hereof, any Rent payable hereunder shall abate to the extent such
failure impedes Tenant’s ability to use the Premises as it otherwise 

  

 25 








 
would be able in the ordinary course of this Sublease Agreement until such interruption or failure of service or performance is cured. 
 SECTION 12 
 DAMAGE TO PREMISES

 12.1 Untenantability. If the Premises or any part thereof shall at any time be damaged or destroyed by fire or any other cause
which is beyond the control of Landlord so as to render the Premises unfit for occupation and use (except where such damage or destruction has been caused by, or the policy or policies of insurance in relation to the Premises shall have been
vitiated or payment of the policy monies withheld in whole or in part in consequence of, some act or default of Tenant or Tenant’s Agents, the Rent reserved by this Sublease Agreement or a fair and just proportion thereof according to the
nature and extent of the damage sustained shall be suspended until the Premises shall again be rendered fit for occupation and use, and any dispute concerning this clause shall be determined by a single arbitrator in accordance with the Arbitration
Act, Chapter 10 of Singapore. All insurance proceeds available from the fire and property damage insurance carried by Landlord, if any, shall be paid to and become the property of Landlord. 
 12.2 Landlord’s Right to Terminate. Landlord shall have the option to terminate this Sublease Agreement in the event any of the following
occurs, which option may be exercised only by delivery to Tenant of a written notice of election to terminate within sixty (60) days after the date of such damage or such later date as is reasonably necessary under the circumstances:

 12.2.1 Either the Premises or Project is damaged by any peril either (i) not covered by any insurance carried by Landlord and the
estimated cost to restore equals or exceeds One Hundred Thousand Dollars (S$250,000.00), or (ii) covered by valid and collectible insurance actually carried by Landlord and in force at the time of such damage or destruction and the estimated
cost to restore equals or exceeds Two Hundred Fifty Thousand Dollars (S$500,000.00); 
 12.2.2 Either the Premises or Project is damaged by
any peril and (i) the amount of the insurance proceeds that will be received by Landlord for repair or restoration of the Premises will not be sufficient to pay for the cost of such repair or restoration, (ii) the Laws then in effect
prevent Landlord from repairing or restoring the Premises to substantially the same condition in which the Premises were immediately prior to such damage, or (iii) the restoration of the Premises cannot be substantially completed within
180 days after the date of such damage; or 
 12.2.3 Either the Premises or Project is damaged by any peril and, because of the Laws then
in force, (i) may not be restored at reasonable cost to substantially the same condition in which it was prior to such damage, or (ii) may not be used for the same use being made thereof before such damage whether or not restored as
required by this Section. 
  

 26 








 SECTION 13 
 GOVERNMENT ACQUISITION 
 If at least a material portion of the Building or the Premises shall at any
time be acquired by any government authorities (including without limitation the Land Transport Authority) pursuant to and in accordance with any prevailing Law (including without limitation the Land Transport Authority of Singapore Act, Cap. 158A,
the Rapid Transit System Act, Cap. 263A and the Street Works Act, Cap. 320A), Landlord shall give written notice to Tenant notifying Tenant of the acquisition and terminating this Sublease Agreement without being liable to Tenant for damages, losses
and expenses and thereupon this Sublease Agreement shall terminate and Tenant shall (if still in occupation) vacate the Premises, provided always that Tenant shall pay to Landlord all such sums of money which it is obliged to pay under this Sublease
Agreement in respect of or which have accrued for the period up to or before the termination date and Landlord shall return the Security Deposit Amount to Tenant (less such amounts as are to be lawfully deducted pursuant to the provisions of this
Sublease Agreement) free of interest and thereafter, this Sublease Agreement shall absolutely cease and determine without affecting the rights of the Party against the other Party for any previous default by either Party arising out of or in
connection with this Sublease Agreement. For the avoidance of doubt, nothing herein shall restrict the rights of Tenant (if any) to claim against the government or the relevant government authority for any compensation, damages, loss or expense in
connection with its rights and interest as a tenant of the Premises. In the event of a partial taking of the Premises and this Sublease remains in effect, the Monthly Base Rent, Tenant’s Contribution and Air-conditioning Charges (and any other
charges then-payable on a lettable square foot basis) shall be proportionately adjusted to reflect the reduced square footage of floor area of the remaining Premises. 
 SECTION 14 
 DEFAULT AND REMEDIES 
 14.1 Events of Tenant’s Default. Tenant shall be in default of its obligations under this Sublease Agreement if any of the following evens
occur (each, an “Event of Default”): 
 14.1.1 Tenant shall have failed to pay any Rent when due and such failure is not
cured within five (5) days after delivery of written notice from Landlord specifying such failure to pay; 
 14.1.2 Tenant shall have
failed to perform any term, covenant or condition of this Sublease Agreement except those requiring the payment of Monthly Base Rent or Additional Rent, and Tenant shall not cure such default within fifteen (15) days after delivery of written
notice from Landlord specifying such failure to perform, or where such default is not capable of being cured within such 15-day period, Tenant shall have failed to commence such cure within such 15-day period and thereafter using best efforts,
diligently bring such cure to completion; 
 14.1.3 The appointment of a receiver, receiver and manager, or provisional liquidator in respect
of Tenant of any of its property or assets; 
  

 27 








 14.1.4 Tenant shall have abandoned the Premises or left the Premises substantially; or 
 14.1.5 The occurrence of the following: (i) inability of Tenant to pay its debts as and when they fall due; (ii) presentation of a winding up
petition (except for the purpose of amalgamation or reconstruction when solvent) for the winding up of Tenant; (iii) issuance of a notice of meeting of members or shareholders for the passing of a resolution for winding up (except for the
purpose of amalgamation or reconstruction when solvent) of Tenant; (iv) presentation of a petition for the judicial management of Tenant; and (v) making of a proposal by Tenant to its creditors for a composition in satisfaction of its
debts or a scheme of arrangement of its affairs. 
 14.2 Landlord’s Remedies. In the event of any Event of Default by Tenant, to
the extent permitted by applicable Law, Landlord shall have the following remedies, in addition to all other rights and remedies provided by any Law or otherwise provided in this Agreement, to which Landlord may resort cumulatively, or in the
alternative: 
 14.2.1 Landlord may keep this Sublease Agreement in effect and enforce by an action at law or in equity all of its rights and
remedies under this Sublease Agreement, including (i) the right to recover the Rent as it becomes due by appropriate legal action, (ii) the right to make payments required of Tenant or perform Tenant’s obligations and be reimbursed by
Tenant for the cost thereof with interest at the Agreed Interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant, and (iii) the remedies of injunctive relief and specific performance to compel Tenant to
perform its obligations under this Sublease Agreement. Notwithstanding anything contained in this Sublease Agreement, in the event of a breach of an obligation by Tenant which results in a condition which (i) poses an imminent danger to safety
of persons or damage to property, then Landlord may without prior notice to Tenant enter the Premises and take any action that is necessary to cure such breach (but with notice provided as soon as commercially practicable thereafter) and be
reimbursed by Tenant for the reasonable cost thereof with interest at the Agreed Interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant, or (ii) results in an unsightly condition visible from the exterior
of the Premises, or a threat to insurance coverage, then if Tenant does not cure such breach within 10 days after delivery to it of written notice from Landlord identifying the breach, Landlord may cure the breach of Tenant and be reimbursed by
Tenant for the cost thereof with interest at the Agreed Interest Rate. 
 14.2.2 Landlord may enter the Premises for the purposes of reletting
the Premises or any part thereof to third parties for Tenant’s account for any period, whether shorter or longer than the remaining Sublease Term. Tenant shall be liable immediately to Landlord for all commercially reasonable costs Landlord
incurs in reletting the Premises or any part thereof, including without limitation brokers’ commissions and expenses of altering and preparing the Premises for reletting. Tenant shall pay to Landlord the Rent due under this Sublease Agreement
on the date the Rent is due, less the rent and other sums Landlord received from any reletting. No act by Landlord allowed by this subparagraph shall terminate this Sublease Agreement unless Landlord notifies Tenant in writing that Landlord elects
to terminate this Sublease Agreement. Notwithstanding any reletting without termination, Landlord may later elect to terminate this Sublease Agreement because of the default by Tenant. 
  

 28 








 14.2.3 Landlord may terminate this Sublease Agreement by giving Tenant: (a) written notice of
termination, in which event this Sublease Agreement shall terminate on the date set forth for termination in such notice or (b) within thirty (30) days after Landlord’s notice to rectify such breach it shall be lawful for Landlord at
any time thereafter to re-enter upon the Premises (even if Landlord had previously waived such right of re-entry) or any part thereof in the name of the whole and the tenancy shall hereby be terminated. Any termination under this Section 14.2.3
shall not relieve Tenant from its obligation to pay sums then due Landlord or from any claim against Tenant for damages or rent previously accrued or then accruing. In no event shall any one or more of the following actions by Landlord, in the
absence of a written election by Landlord to terminate this Sublease Agreement, constitute a termination of this Sublease Agreement: (i) appointment of a receiver or keeper in order to protect Landlord’s interest hereunder;
(ii) consent to any subletting of the Premises or assignment of this Sublease Agreement by Tenant, whether pursuant to the provisions hereof or otherwise; or (iii) any other action by Landlord or Landlord’s agents or employees
intended to mitigate the adverse effects of any breach of this Sublease Agreement by Tenant, including without limitation any action taken to maintain and preserve the Premises or any action taken to relet the Premises or any portions thereof to the
extent such actions do not affect a termination of Tenant’s right to possession of the Premises. 
 14.2.4 In the event Tenant breaches
this Sublease Agreement and abandons the Premises, this Sublease Agreement shall not terminate unless Landlord gives Tenant written notice of its election to so terminate this Sublease Agreement. No act by or on behalf of Landlord intended to
mitigate the adverse effect of such breach, including those described by Section 14.2.3, shall constitute a termination of Tenant’s right to possession unless Landlord gives Tenant written notice of termination. Should Landlord not
terminate this Sublease Agreement by giving Tenant written notice, Landlord may enforce all its rights and remedies under this Sublease Agreement, including the right to recover the rent as it becomes due under the Sublease Agreement. 
 14.2.5 In the event Landlord terminates this Sublease Agreement, to the extent permitted under applicable Law, Landlord shall at its election be entitled,
in addition to any other rights and remedies available to Landlord in law or equity, to damages; provided, however, Landlord shall take commercially reasonable measures to mitigate its loss. For purposes of computing damages, an
interest rate equal to the Agreed Interest Rate shall be used where permitted. To the extent permitted under applicable Law, such damages shall include: 
 (a) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the prevailing market rate (as such phrase is used in Section 2.2 hereof)
of the Premises, computed by discounting such amount at the Agreed Interest Rate; and 
 (b) Such other amounts necessary to compensate
Landlord for all costs directly incurred by Landlord caused by Tenant’s failure to perform Tenant’s obligations under this Sublease Agreement, including the following: (i) expenses for cleaning, repairing or restoring the Premises;
(ii) broker’s fees, advertising costs and other expenses of reletting the Premises; (iii) expenses in retaking possession of the Premises; and (iv) reasonable attorneys’ 

  

 29 








 
fees and court costs incurred by Landlord in retaking possession of the Premises and in reletting the Premises or otherwise incurred as a result of
Tenant’s default. 
 (c) Nothing in this Section 14.2 shall limit Landlord’s right to indemnification from Tenant as
provided in Section 11.4. Any notice given by Landlord in order to satisfy the requirements of Section 14.1.1 or Section 14.1.2 above shall also satisfy the notice requirements of any Law regarding eviction or unlawful detainer
proceedings, provided that such notice is prepared and served upon Tenant in accordance with all applicable requirements of such Law. 
 14.3
Limitation on Exercise of Rights. At any time that an Event of Default by Tenant has occurred and remains uncured, (i) it shall not be unreasonable for Landlord to deny or withhold any consent or approval requested of it by Tenant which
Landlord would otherwise be obligated to give (unless, by means of the act for which consent is being requested, such Event of Default would be cured upon the granting of such consent); and (ii) Tenant may not exercise any right to terminate
this Sublease Agreement or other right granted to it by this Sublease Agreement which would otherwise be available to it. 
 14.4
Waiver. Knowledge or acquiescence by either Party of any breach by the other Party of any of the covenants, conditions or obligations herein contained shall not operate or be deemed to operate as a waiver of such covenants, conditions or
obligations and any consent or waiver of the innocent Party shall only be effective if given in writing. No consent or waiver expressed or implied by either Party to or of any breach of any covenant, condition or obligation of the other Party shall
be construed as a consent or waiver to or of any other breach of the same or any other covenant, condition or obligation and shall not prejudice in any way the rights, powers and remedies of the innocent Party herein contained. Any acceptance by
Landlord of Rent reserved by this Sublease Agreement or any other sum payable under this Sublease Agreement shall not be deemed to operate as a waiver by Landlord of any right to proceed against Tenant in respect of a breach by Tenant of any of
Tenant’s obligations hereunder. 
 SECTION 15 
 ASSIGNMENT AND SUBLETTING 
 15.1 By Tenant. The following provisions shall apply to any direct
or indirect assignment, subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (collectively referred to in this Section as “Tenant”): 
 15.1.1 Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily, or
by operation of laws, without the prior written consent of Landlord, which consent may be withheld by Landlord in its sole and absolute discretion: (i) sublet all or any part of the Premises or allow it to be sublet, occupied or used by any
person or entity other than Tenant; (ii) assign its interest in this Sublease Agreement; (iii) transfer any right appurtenant to this Sublease Agreement or the Premises; (iv) encumber the Sublease Agreement (or otherwise use the
Sublease Agreement as a security device) in any manner; or (v) terminate or materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord; provided, however, that Tenant may, without the
prior written consent of Landlord but subject to the approval of HDB, assign this Sublease 

  

 30 








 
Agreement to one or more direct or indirect subsidiaries of Avago. Notwithstanding the foregoing, this Sublease Agreement may be assigned by Tenant to any
person, entity or organization that acquires all or substantially all of the assets of Avago, subject to the prior written consent of Landlord, which may not be unreasonably withheld and subject to the approval of HDB. For the avoidance of any
doubt, the merger of Tenant with any other entity or the transfer of any controlling or managing ownership or beneficial interest in Tenant (as a consequence of a single transaction or a number of multiple transactions) has, if required, been
approved by HDB shall not constitute a Transfer hereunder, provided that written notice of such transaction(s) is provided to Landlord no later than thirty (30) days prior to consummation of such transaction(s). Tenant shall reimburse Landlord
for all reasonable costs and attorneys’ fees incurred by Landlord in connection with the processing and/or documentation of any requested Transfer whether or not Landlord’s consent is granted. Any Transfer so approved by Landlord shall not
be effective until Tenant has paid all such costs and attorneys’ fees to Landlord and delivered to Landlord an executed counterpart of the document evidencing the Transfer that (a) is in form approved by Landlord, (b) contains the
same terms and conditions as stated in Tenant’s notice given to Landlord pursuant to Section 15.12 below, and (c) contains the agreement of the proposed Transferee to assume all obligations of Tenant related to the Transfer arising
after the effective date of such Transfer. Any attempted Transfer without Landlord’s consent shall constitute a default by Tenant and shall be avoidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute
a waiver of the provisions of Section 15.1 as to any subsequent Transfer nor a consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and
to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this Sublease Agreement nor to be a consent to any
Transfer. 
 15.1.2 Tenant shall give Landlord at least thirty (30) days prior written notice of any desired Transfer and, upon the
reasonable request of Landlord, the proposed terms of such Transfer (it being understood that historical financial information regarding the proposed transferee will be deemed reasonable). Landlord shall respond in writing to Tenant’s request
for Landlord’s consent to a Transfer within the later of (x) thirty (30) days of receipt of such request together with the required accompanying documentation or (y) twenty (20) days after Landlord’s receipt of all
information which Landlord reasonably requests within ten (10) days after it receives Tenant’s first notice regarding the Transfer in question. If Landlord fails to respond in writing within said period, Landlord will be deemed to have
consented to such Transfer. Tenant shall immediately notify Landlord of any modification to the proposed terms of such Transfer. 
 15.2 By
Landlord. Landlord and its successors in interest shall have the right to transfer their interest in the Premises or the Building at any time and to any person or entity, provided (i) such person or entity agrees to assume and perform all
obligations of Landlord hereunder, and (ii) Landlord obtains all consents required by applicable Law in connection therewith and complies with the terms thereof. In the event of any such transfer, Landlord originally named herein (and in the
case of any subsequent transfer, the transferor) from the date of such transfer, (i) shall be automatically relieved, without any further act by any person or entity, of all liability for the performance of the obligations of Landlord hereunder
which may accrue after the date of such transfer and (ii) shall be relieved of all liability for the performance of the obligations of Landlord hereunder which have accrued before the date of transfer. After 

  

 31 








 
the date of any such transfer, the term “Landlord” as used herein shall mean the transferee of such interest in the Premises. Notwithstanding the
foregoing, in the event that Landlord desires to assign, sell, encumber or otherwise transfer or alienate any of its right, title and interest in and to the Head Lease, the Project, the Building or any portion thereof, Landlord shall require any
such assignee, purchaser or transferee (the “Transferee”) of Landlord’s interest therein to execute (together with Landlord and the Tenant) a novation deed/agreement in form and substance reasonably acceptable to Tenant
pursuant to which (a) the Transferee shall assume Landlord’s obligations and rights under this agreement, and (b) Landlord and any such Transferee, at their sole cost and expense, shall obtain any consents and approvals required by
applicable Law (including, without limitation, the HDB), and shall comply with any and all conditions of the applicable authorities, as required by applicable Law to any such transfer or conveyance. 
 SECTION 16 
 WASTE DISPOSAL AND HAZARDOUS
SUBSTANCES 
 The provisions of this Section 16 are in addition to, and in no way limit or restrict, Tenant’s obligations and
Landlord’s rights as set forth elsewhere in this Sublease Agreement. 
 16.1 Compliance with Environmental Law; Cooperation; Sharing
of Costs. 
 16.1.1 Tenant, at its sole cost, shall comply with all Environmental Laws applicable to Tenant’s occupancy, use, or
activities at the Premises. 
 16.1.2 Tenant shall use reasonable efforts to cooperate with Landlord in Landlord’s efforts to comply with
Environmental Laws. Unless otherwise explicitly set forth in this Sublease Agreement, Tenant, at its sole cost, shall be responsible for obtaining and maintaining all permits necessary for Tenant’s occupancy, use, or activities on or about the
Premises. 
 16.2 Notifications. Tenant shall promptly provide Landlord with non-confidential information reasonably requested by
Landlord concerning environmental matters at the Premises or the Project and shall give Landlord written notice of: (i) any investigation, inspection, enforcement, remediation, or other regulatory action or order taken, issued or threatened in
connection with its occupancy, use or activities on or about the Premises or the Project; (ii) any claims made or threatened by any third Party against either of them, or any report, notice or complaint filed or threatened to be filed with any
government agency, in connection with their occupancy, use or activities on or about the Premises or the Project pursuant to any Environmental Law; and (iii) all incidents or matters with respect to the Premises or the Project as to which they
are required to give notice to any governmental or quasi governmental entity pursuant to any Environmental Law. 
 16.3 Remediation.

 16.3.1 Environmental Condition. In the event an Environmental Condition exists or occurs on or about the Premises, Tenant (or
Tenant’s contractor) shall promptly undertake and diligently complete, at Tenant’s sole cost, and in compliance with this Sublease Agreement and Environmental Laws, all investigative, corrective, and remedial measures required under
Environmental Laws. Such measures shall include without limitation removal and proper 

  

 32 








 
disposal of the Hazardous Substance and restoration of all land, improvements and other affected areas whether on or off the Premises or the Project.

 16.3.2 Preexisting Hazardous Substances. Notwithstanding anything to the contrary in this Sublease Agreement, Tenant shall not be
liable for, and Landlord waives, releases, discharges, indemnifies, protects and holds harmless Tenant from and against: (i) any obligation to clean up, remediate or remove any Preexisting Hazardous Substances; (ii) all third party claims
arising out of or related to the Preexisting Hazardous Substances, including any losses, costs, damages, expenses (including attorneys’ fees) or other liabilities incurred by Tenant in responding to such third party claims; and (iii) any
fines, penalties, sanctions, costs, reasonable attorneys’ fees, expenses, damages, or charges imposed for any violations of any Environmental Laws arising out of, or attributable to Preexisting Hazardous Substances, except to the extent that
any Preexisting Hazardous Substances are exacerbated by the activities of Tenant or any of Tenant’s Agents. Preexisting Hazardous Substances shall not be exacerbated by the activities of Tenant or any of Tenant’s Agents solely because
Tenant or Tenant’s Agents are aware that Preexisting Hazardous Substances exist or are migrating passively in, over, on, under, through, from, or about the Premises or Property. 
 16.4 Condition on Expiration or Termination. Prior to the expiration or termination of the Sublease Agreement in accordance with this subsection,
Tenant shall remove and properly dispose of any Hazardous Substances that have come to be located on or about the Premises as a result of Tenant’s occupancy, use and activities on or about the Premises or the Project, and Tenant shall restore
the Premises and other affected areas to the same or better condition, character and quality as before Tenant’s occupancy, ordinary wear and tear excepted. At least one month before expiration of the Sublease Term, Tenant at its sole cost shall
retain a duly licensed environmental consultant acceptable to Landlord to perform a Phase I environmental assessment (which shall, at a minimum, comply with ASTM No. E 1527-97 or such other standards and contain such information as Landlord may
require) of the Premises. Based on that assessment, Tenant shall formulate a plan for any further testing and for the removal and proper disposal of any Hazardous Substances on or about the Premises that have come to be located on or about the
Premises or the Project as a result of Tenant’s occupancy, use or activities, and for the restoration of all land, improvements and other affected areas in the same or better condition, character and quality as before Tenant’s occupancy,
ordinary wear and tear excepted. The plan shall be accompanied by a schedule for completing the activities described in the plan before the end of the Sublease Term. Tenant shall submit the plan to Landlord at least three months before expiration of
the Sublease Term and, upon approval by Landlord, Tenant, at its sole cost, shall implement the approved plan. The completion of the plan shall be confirmed in writing by Tenant’s environmental consultant. If Tenant fails to do any of the
above, Landlord shall have the right (but not the obligation) to do so, in accordance with Section 16.5. Tenant shall take all steps necessary to terminate, close or transfer all environmental Permits held in Tenant’s name in accordance
with all Environmental Laws, and shall provide Landlord with satisfactory written evidence that each such termination, closure or transfer has been completed. 
 16.5 Landlord’s Rights. If Tenant fails to comply with any provision of this Section 16 or elsewhere in this Sublease Agreement, Landlord shall have the right (but not the obligation) to effect such
compliance, in its sole discretion and without limiting any other remedy which may be available to Landlord under this Sublease Agreement, at law or in equity. The cost thereof 

  

 33 








 
shall be paid by Tenant to Landlord, within thirty (30) days after delivery of Landlord’s invoice, for any amount reasonably incurred or expended
by Landlord in connection with such performance (including fees and costs incurred for the services of attorneys, consultants, and experts). 
 16.6 No Shift of Liability. Landlord’s exercise or failure to exercise the rights granted in this Section 16 shall not in any way shift responsibility for Hazardous Substances or compliance with Environmental Laws from
Tenant to Landlord, nor impose any liability on Landlord. 
 16.7 Survival. The obligations of Tenant and Landlord under this
Section 16 shall survive expiration or earlier termination of this Sublease Agreement and any conveyance by Landlord of its interest in the Premises, and shall continue in full force and effect. 
 16.8 Commingled Waste Stream. Notwithstanding anything to the contrary in this Section 16 or elsewhere in this Sublease, Landlord hereby
agrees that Tenant shall continue to have the right throughout the Sublease Term, as extended, to continue discharging trade effluent through the Building final inspection chamber as being conducted in and from the Premises prior to the Commencement
Date. 
 SECTION 17 
 GENERAL
PROVISIONS  
 17.1 Landlord’s Right of Inspection and Entry. Tenant shall permit Landlord and Landlord’s Agents at all
reasonable times as reasonably agreed to between the Parties to enter into, inspect and view the Premises and examine their condition. If any breach of covenant, defects, disrepair or unauthorized Improvements shall be found upon such inspection for
which Tenant is liable then upon notice by Landlord to Tenant, to execute all repairs, works, replacements or removals required within one (1) month (or such other reasonable period as required by Landlord having regard to the extent of
repairs, works, replacements or removals that are required) after the receipt of such notice, to the reasonable satisfaction of Landlord or its surveyor. In case of default by Tenant, it shall be lawful for workmen or agents of Landlord to enter
into the Premises and execute such repairs, works, replacements or removals. Tenant shall pay to Landlord on demand all reasonable expenses so incurred with interest at the Agreed Interest Rate from the date of expenditure until the date they are
paid by Tenant to Landlord (such expenses and Interest to be recoverable as if they were rent in arrears). 
 17.2 Landlord’s Right of
Repair. Tenant shall permit Landlord and Landlord’s Agents at all reasonable times as reasonably agreed to between the Parties during and after normal office hours on weekdays and Saturdays, after giving to Tenant prior written notice (but
at anytime in any case which Landlord considers an emergency) to enter upon the Premises (i) to inspect, cleanse, repair, remove, replace, alter or execute any works whatsoever to or in connection with all utility and other building systems
serving the Premises; (ii) to effect or carry out any maintenance, repairs, alterations or additions or other works which Landlord may consider necessary or desirable to any part of the Building or the water, electrical, air-conditioning,
mechanical, ventilation and other facilities and services of the Building; (iii) for the purpose of exercising any of the powers and authorities of Landlord under this Sublease Agreement; (iv) to 

  

 34 








 
comply with an obligation of repair, maintenance or renewal affecting the Premises or the Building; (v) to construct, alter, maintain, repair or fix
anything or additional thing serving the Building or the adjoining premises or property of Landlord, and running through or on Premises; or (vi) in connection with the development of the remainder of the Building or any adjoining or neighboring
land or premises, including the right to build on or onto or in prolongation of any boundary wall of the Premises, in each case without payment of compensation for any nuisance, annoyance, inconvenience or damage caused to Tenant subject to Landlord
(or other person so entering) exercising such right in a reasonable manner. 
 17.3 HDB’s Right of Inspection. HDB, its employees
and agents shall have the right at all reasonable times to enter the Premises with or without workmen, tools and appliances to examine the state and condition thereof and any breaches of covenants. 
 17.4 Payments by Tenant. Without prejudice to any other provision of this Sublease Agreement, Tenant covenants to pay to Landlord promptly as and
when due without demand, deduction, set-off, or counterclaim whatsoever all sums due and payable by Tenant to Landlord pursuant to the provisions of this Sublease Agreement, and covenants not to exercise or seek to exercise any right or claim to
withhold rent or any right or claim to legal or equitable set-off. 
 17.5 Surrender of the Premises. Upon the expiration or sooner
termination of this Sublease Agreement, Tenant shall vacate and surrender the Premises to Landlord in the same condition, ordinary wear and tear and damage from casualty or compulsory acquisition excepted, as existed at the Commencement Date, except
Tenant shall remove any or all of (i) its personal property, (ii) Trade Fixtures, and (iii) Improvements (only if such removal was required in writing by Landlord at the time Landlord gave its consent to such installation), and repair
all damage to the Premises caused by such removal. If such removal and other surrender obligations are not completed before the expiration or termination of the Sublease Term, Landlord shall have the right (but no obligation) to perform such
obligations, and Tenant shall pay Landlord on demand for all costs (including removal and storage) incurred by Landlord in connection therewith, plus interest on all such costs incurred at the Agreed Interest Rate. Landlord shall also have the right
to retain or dispose of all or any portion of Tenant’s personal property or Trade Fixtures if Tenant does not pay all such costs and retrieve the property within fifteen (15) days after notice from Landlord (in which event title to all
such property described in Landlord’s notice shall be transferred to and vest in Landlord). Tenant waives all claims, demands and causes of action against Landlord for any damage or loss to Tenant resulting from Landlord’s removal,
storage, retention, or disposition of any such property. Upon expiration or termination of this Sublease Agreement or of Tenant’s possession, whichever is earliest, Tenant shall surrender all keys to the Premises or any other part of the
Premises and shall deliver to Landlord all keys for or make known to Landlord the combination of locks on all safes, cabinets and vaults that may be located in the Premises. Tenant’s obligations under this Section shall survive the expiration
or termination of this Sublease Agreement. 
 17.6 Holding Over. If Tenant holds over the Premises or any part thereof after expiration
of the Sublease Term, such holding over shall be considered to be at sufferance only, at a Monthly Rent equal to one hundred fifty percent (150%) of the Monthly Rent in effect immediately prior to such holding over and shall otherwise be on all
the other terms and conditions of this Sublease Agreement. This paragraph shall not be construed as Landlord’s 

  

 35 








 
permission for Tenant to hold over. Acceptance of rent by Landlord following expiration or termination shall not constitute a renewal of this Sublease
Agreement or extension of the Sublease Term except as specifically set forth above. 
 17.7 Notices to Let. Within six (6) months
next before the expiration or earlier determination of the Sublease Term, Tenant shall permit Landlord or its agents to fix upon the Premises notices for reletting the Premises, and permit all persons authorized by Landlord or its agents to view
without interruption the Premises at reasonable hours in connection with any such reletting. 
 17.8 Estoppel Certificates. At all
times during the Sublease Term, Tenant agrees, within fifteen (15) days after any written request by Landlord, promptly to execute and deliver to Landlord an estoppel certificate, (i) certifying that this Sublease Agreement is unmodified
and in full force and effect, or if modified, stating the nature of such modification and certifying that this Sublease Agreement, as so modified, is in full force and effect, (ii) stating the date to which the rent and other charges are paid
in advance, if any, (iii) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or if there are uncured defaults, stating the nature of such uncured defaults, and
(iv) certifying such other information about the Sublease Agreement as may be reasonably required by Landlord. 
 17.9 Force
Majeure. Any prevention, delay, or stoppage due to strikes, lockouts, inclement weather, labor disputes, inability to obtain labor, materials, fuels or reasonable substitutes therefor, governmental restrictions, regulations, controls, action or
inaction, civil commotion, fire or other acts of God, and other causes beyond the reasonable control of either Party to perform shall excuse the performance by such Party, for a period equal to the period of any said prevention, delay, or stoppage,
of any obligation hereunder. 
 17.10 Notices . Any notice required or desired to be given regarding this Sublease Agreement shall be
in writing and shall be personally served, or in lieu of personal service may be given by registered post or by nationally recognized overnight courier at the addresses for the Parties set forth in the “Sublease Summary” to this Sublease
Agreement (or such other addresses as may be specified by a Party hereto giving notice of same to the other Party in accordance with this Section). Personally served notices shall be deemed to have been given when received by the Party, if served by
prepaid registered post, such notice shall be deemed to have been given (i) on the seventh business day after such post, certified and postage prepaid, addressed to the Party to be served at the address set forth in the preceding sentence was
posted, and (ii) in all other cases when actually received. 
 17.11 Miscellaneous. Time is of the essence with respect to the
performance of every provision of this Sublease Agreement in which time of performance is a factor. This Sublease Agreement shall, subject to Section 15 hereof, apply to and bind the respective heirs, successors, executors, administrators and
assigns of Landlord and Tenant. Nothing in this Sublease Agreement is intended to confer personal liability upon the officers or shareholders of Tenant or Landlord. When a Party is required to do something by this Sublease Agreement, it shall do so
at its sole cost and expense without right of reimbursement from the other Party unless specific provision is made therefor. All measurements of net lettable area shall be made from the outside faces of exterior walls and the centerline of joint
partitions. Landlord makes no covenant or 

  

 36 








 
warranty as to the exact square footage of any area. Where a Party is obligated not to perform any act, such Party is also obligated to restrain any others
within its control from performing said act, including agents, invitees, contractors, subcontractors and employees. Neither Party shall not become or be deemed a partner nor a joint venturer with the other Party by reason of the provisions of this
Sublease Agreement. Any and all registration fees and out-of-pocket expenses in relation to this Sublease Agreement shall be borne equally by Tenant and Landlord. 
 17.12 Legal Fees. Landlord and Tenant shall each bear their respective legal costs and expenses incurred in connection with the preparation and execution of this Sublease Agreement. 
 17.13 Consents and Approvals. Wherever the consent or approval of HDB (or any relevant authority) is required for any matter, under this Sublease
Agreement, and it is not specifically provided in this Agreement or the Head Lease that Tenant shall seek the prior consent or approval of HDB (or such relevant authority), Landlord shall obtain the necessary consent or approval of HDB (or such
relevant authority) at its own cost and expense and shall keep Tenant promptly informed of its application for consent or approval of HDB and the outcome of such application. 
 17.14 Termination by Exercise of Right. If this Sublease Agreement is terminated pursuant to its terms by the proper exercise of a right to
terminate specifically granted to Landlord or Tenant by this Sublease Agreement, then this Sublease Agreement shall terminate thirty (30) days after the date the right to terminate is properly exercised (unless another date is specified in that
part of the Sublease Agreement creating the right, in which event the date so specified for termination shall prevail), the rent and all other charges due hereunder shall be prorated as of the date of termination, and neither Landlord nor Tenant
shall have any further rights or obligations under this Sublease Agreement except for those that have accrued prior to the date of termination or those obligations which this Sublease Agreement specifically provides are to survive termination. This
Section 17.14 does not apply to a termination of this Sublease Agreement by Landlord as a result of a default by Tenant. 
 17.15
Governing Law. This Sublease Agreement shall be construed and enforced in accordance with the laws of Singapore. In relation to any legal action or proceeding arising out of or in connection with this Sublease Agreement
(“Proceedings”), the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore and waive any objection to Proceedings in any such court on the grounds of venue or on the grounds that the
Proceedings have been brought in an inconvenient forum. Such submission shall not affect the right of any Party to take Proceedings in any other jurisdiction nor shall the taking of Proceedings in any jurisdiction preclude any Party from taking
Proceedings in any other jurisdiction. 
 17.16 Contracts (Rights of Third Parties Act (Cap. 53B). HDB shall be entitled to enforce its
rights under Section 17.2. Save as aforesaid, a person who is not a Party to this Sublease Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce or enjoy the benefit of any term of this Sublease
Agreement. 
 17.17 Entire Agreement. This Sublease Agreement, together with the APA and the LATA, constitutes the entire agreement
between the Parties with respect to the subject matter hereof. Each Party acknowledges that, except as provided in the APA and the LATA, there are 

  

 37 








 
no binding agreements or representations between the Parties except as expressed or described herein or therein. No subsequent change or addition to this
Sublease Agreement shall be binding unless in writing and signed by the Parties hereto. 
 17.18 Landlord’s Representations and
Warranties. 
 17.18.1 Landlord hereby represents and warrants to Tenant as follows: (i) Landlord is a corporation duly organized and
validly existing under the laws of Singapore and has full power and authority to own and let the Premises; (ii) Landlord has full corporate power and authority to execute and deliver this Sublease Agreement; (iii) the execution, delivery
and performance by Landlord of this Sublease Agreement have been duly authorized by all corporate actions on the part of Landlord that are necessary to authorize the execution, delivery and performance by Landlord of this Sublease Agreement; and
(iv) this Sublease Agreement has been duly executed and delivered by Landlord and, assuming due and valid authorization, execution and delivery hereof by Tenant, is a valid and binding obligation of Landlord, enforceable against Landlord in
accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally. 

17.18.2 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBLEASE AGREEMENT, THE LATA, OR THE APA, NEITHER LANDLORD NOR ANY OTHER PERSON
OR ENTITY ACTING ON BEHALF OF LANDLORD, MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED. TO THE EXTENT ANY REPRESENTATION OR WARRANTIES HEREIN ARE INCONSISTENT WITH ANY REPRESENTATIONS OR WARRANTIES IN THE APA, THE APPLICABLE
REPRESENTATIONS OR WARRANTIES IN THE APA SHALL CONTROL. 
 17.19 Tenant’s Representations and Warranties. 
 17.19.1 Tenant hereby represents and warrants to Landlord as follows: (i) Tenant is a corporation duly organized and validly existing under the laws
of Singapore and has full power and authority to carry on its business as heretofore conducted; (ii) Tenant has full corporate power and authority to execute and deliver this Sublease Agreement; (iii) the execution, delivery and
performance by Tenant of this Sublease Agreement have been duly authorized by all corporate actions on the part of Tenant that are necessary to authorize the execution, delivery and performance by Tenant of this Sublease Agreement; and
(iv) this Sublease Agreement has been duly executed and delivered by Tenant and, assuming due and valid authorization, execution and delivery hereof by Landlord, is a valid and binding obligation of Tenant, enforceable against Tenant in
accordance with its terms except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally. 

17.19.2 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBLEASE AGREEMENT, THE LATA, OR THE APA, NEITHER TENANT NOR ANY OTHER PERSON
OR ENTITY ACTING ON BEHALF OF TENANT, MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE EXTENT ANY REPRESENTATION OR WARRANTIES HEREIN ARE INCONSISTENT 

  

 38 








 
WITH ANY REPRESENTATIONS OR WARRANTIES IN THE APA, THE APPLICABLE REPRESENTATIONS OR WARRANTIES IN THE APA SHALL CONTROL. 
 17.20 Certain Taxes. If any stamp tax, goods and services tax, value added tax or any other like tax (collectively, “Tax”) is
payable as a consequence of any supply made or deemed to be made or other matter or thing done under or in connection with this Sublease Agreement by any Party, it is the intent of the Parties that such Tax be borne equally by the Parties. In such
event, the Party responsible under applicable law for the remittance of such Tax (the “Tax Payor”) shall timely remit to the relevant authority the full Tax amount then-owning. Upon presentation to the other Party (the “Tax
Non-Payor”) of evidence of such Tax assessment and the corresponding remittance by the Tax Payor, the Tax Non-Payor shall promptly reimburse the Tax Payor for fifty percent (50%) of such Tax amount (but exclusive of any fine, penalty
or interest paid or payable in connection therewith due to a default of the Tax Payor). The Parties agree to cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for
obtaining any available mitigation, reduction, refund or exemption from Tax. The Tax Payor further covenants and agrees to use its reasonable efforts to obtain any available mitigation, reduction, refund or exemption from Tax and, upon receipt or
recovery of any portion of the aforementioned Tax remittance, shall promptly pay to the Tax Non-Payor of fifty percent (50%) of such recovered amount. For the avoidance of doubt, the Parties agree that any sum payable or amount to be used in
the calculation of a sum payable expressed elsewhere in this Agreement has been determined without regard to and does not include amounts to be added on under this clause on account of Tax. 
 17.21 Conditional Execution. Notwithstanding the execution of this Sublease Agreement by Landlord and Tenant, the Parties agree that the
effectiveness of this Agreement is conditional upon the occurrence of the Closing pursuant to the LATA. Upon satisfaction of the foregoing condition, this Sublease Agreement shall become operative. Prior to the Closing, Tenant shall have no
obligations hereunder and the APA shall control the rights and obligations of the Parties with respect to the Premises. 
 17.22 Rules of
Interpretation. 
 17.22.1 Whenever the words “include”, “includes” or “including” are used in this Sublease
Agreement they shall be deemed to be followed by the words “without limitation.” 
 17.22.2 The words “hereof’,
“hereto”, herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Sublease Agreement as a whole and not to any particular provision of this Sublease Agreement, and
article, section, paragraph and exhibit references are to the articles, sections, paragraphs and exhibits of this Sublease Agreement unless otherwise specified. 
 17.22.3 The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or
phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. 
  

 39 








 17.22.4 A reference to any Party to this Sublease Agreement or any other agreement or document shall
include such Party’s successors and permitted assigns. 
 17.22.5 A reference to any legislation or to any provision of any legislation
shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto. 
 17.22.6 The Parties have participated jointly in the negotiation and drafting of this Sublease Agreement. In the event an ambiguity or question of intent
or interpretation arises, this Sublease Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this
Sublease Agreement. 
 17.22.7 Headings are for convenience only and do not affect the interpretation of the provisions of this Sublease
Agreement. 
 17.22.8 Any Exhibits attached hereto are incorporated herein by reference and shall be considered as part of this Sublease
Agreement. 
 17.22.9 The language in all parts of this Sublease Agreement shall in all cases be construed as a whole according to its fair
meaning, and not strictly for or against either Landlord or Tenant. 
 17.22.10 If any term, condition, stipulation, provision, covenant or
undertaking of this Sublease Agreement is or may become under any written Law, or is found by any court or administrative body of competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then: (i) such term, condition,
stipulation, provision, covenant or undertaking shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability; (ii) the remaining terms, conditions, stipulations, provisions, covenants or
undertaking of this Sublease Agreement shall remain in full force and effect; and (iii) the Parties shall use their respective best endeavors to negotiate and agree a substitute term, condition, stipulation, provision, covenant or undertaking
which is valid and enforceable and achieves to the greatest extent possible the economic, legal and commercial objectives of such illegal, void, invalid, prohibited or unenforceable term, condition, stipulation, provision, covenant or undertaking.

 17.23 Quiet Enjoyment. Landlord shall ensure that Tenant has the right to quietly enjoy the Premises and the rights granted under
this Agreement, without hindrance, molestation or interruption during the Sublease Term, subject to the terms and conditions of this Sublease Agreement. 
 17.24 Landlord Insolvency. In the event that Landlord becomes insolvent or is being wound-up or under receivership, it is the intention of the Parties that the receiver or the liquidator shall manage
Landlord’s property subject to this Agreement. 
 17.25 Counterparts. The parties may execute this Agreement in multiple
counterparts, each of which constitutes an original as against the party that signed it, and all of which together 

  

 40 








 
constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each party to the other party. The signatures of all
parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission which includes a copy of the sending party’s signature(s) is as effective as signing and delivering the counterpart in
person. 
 [Signature page follows] 
  

 41 








 IN WITNESS WHEREOF, Landlord and Tenant have executed this Sublease Agreement with the intent to be
legally bound thereby, to be effective as of the Effective Date. 
  

							
	“Landlord”	 	“Tenant”
		
	 AGILENT TEOLOGIES SINGAPORE
 PTE LTD, a
Singapore company
	 	 AVAGO TECHNOLOGIES MANUFACTURING
 (SINGAPORE) PTE. LTD., a company organized
 under the laws of Singapore

				
	By:	  	/s/ Gooi Soon Chai	 	By:	  	/s/ Kenneth Y. Hao
	Name:	  	GOOI SOON CHAI	 	Name:	  	Kenneth Y. Hao
	Title:	  	PRESIDENT OF AGILENT	 	Title:	  	Director
		  	 MALAYSIA &
 SINGAPORE
	 		  	

 SIGNATURE PAGE — SUBLEASE AGREEMENT (YISHUN, SINGAPORE) 







 EXHIBIT A-l 
 SITE MAP 







 Exhibit A1 : Site Map - Demised Premises for AVAGO Technologies 
  

											
	 Building
	  	Storey	  	Units	  	Area (sm)	  	Area (sf)	  	Sub total(sf)
	2	  	Basement	  	Area A	  	97	  	1044.11	  	1044.11
	1	  	1st storey	  	Area A	  	1,200	  	12,916.80	  	
	1	  	1st storey	  	Area B	  	34	  	365.98	  	
	1	  	1st storey	  	Area C	  	191	  	2,055.92	  	
	1	  	1st storey	  	Area E	  	5,564	  	59,890.90	  	
	1	  	1st storey	  	Area F	  	1,125	  	12,109.50	  	
	1	  	1st storey	  	Area G	  	160	  	1,722.24	  	
	1	  	1st storey	  	Area H	  	96	  	1,033.34	  	
	1	  	1st storey	  	Area M	  	71	  	764.24	  	
	2	  	1st storey	  	Area I	  	1,266	  	13,627.22	  	
	2	  	1st storey	  	Area K1	  	148	  	1,593.07	  	
	2	  	1st storey	  	Area K2	  	76	  	818.06	  	
	2	  	1st storey	  	Area K3	  	185	  	1,991.34	  	
	2	  	1st storey	  	Area K4	  	27	  	290.63	  	
	2	  	1st storey	  	Area K5	  	11	  	118.40	  	
	2	  	1st storey	  	Area K6	  	136	  	1,463.90	  	
	2	  	1st storey	  	Area L	  	54	  	581.26	  	111,342.82
	1	  	2nd Storey	  	Area A	  	1,384	  	14,897.38	  	
	1	  	2nd Storey	  	Area B	  	34	  	365.98	  	
	1	  	2nd Storey	  	Area C	  	71	  	764.24	  	
	1	  	2nd Storey	  	Area E	  	5,379	  	57,899.56	  	
	2	  	2nd Storey	  	Area H	  	1,363	  	14,671.33	  	88,598.48
	1	  	3rd Storey	  	Area A	  	1,471	  	15,833.84	  	
	1	  	3rd Storey	  	Area B	  	49	  	527.44	  	
	2	  	3rd Storey	  	Area C	  	1,273	  	13,702.57	  	
	2	  	3rd Storey	  	Area D	  	248	  	2,669.47	  	32,733.32
		  		  	Total	  	21,713	  	233,718.73	  	

 1 sm = 10.764 







 

 
  







 

 







 

 







 

 
  







 EXHIBIT A-2 
 BUILDING MAP 







 Exhibit A2 : Building Plan - Surveyed Nett Lettable Area 
  

											
	 Building
	  	 Storey
	  	 Units
	  	Area (sm)	  	Area(sf)	  	Subtotal (sf)
	1	  	Basement	  	Area A	  	23	  	247.57	  	
	1	  	Basement	  	Area B	  	23	  	247.57	  	
	2	  	Basement	  	Area A	  	97	  	1044.11	  	
	2	  	Basement	  	Area B	  	52	  	559.73	  	
	2	  	Basement	  	Area C	  	78	  	839.59	  	2938.57
	1	  	1st storey	  	Area A	  	1,496	  	16,102.94	  	
	1	  	1st storey	  	Area B	  	6,560	  	70,611.84	  	
	1	  	1st storey	  	Area C	  	1,140	  	12,270.96	  	
	1	  	1st storey	  	Area D	  	160	  	1,722.24	  	
	1	  	1st storey	  	Area E	  	8	  	86.11	  	
	1	  	1st storey	  	Area F	  	19	  	204.52	  	
	2	  	1st storey	  	Area G	  	1,438	  	15,478.63	  	
	2	  	1st storey	  	Area H	  	57	  	613.55	  	
	2	  	1st storey	  	Area I	  	112	  	1,205.57	  	
	2	  	1st storey	  	Area J	  	132	  	1,420.85	  	
	2	  	1st storey	  	Area K	  	6,746	  	72,613.94	  	
	2	  	1st storey	  	Area L	  	1,236	  	13,304.30	  	
	2	  	1st storey	  	Area M	  	8	  	86.11	  	
	2	  	1st storey	  	Area N	  	3,041	  	32,733.32	  	
	2	  	1st storey	  	Area O	  	1,383	  	14,886.61	  	
	2	  	1st storey	  	Area P	  	96	  	1,033.34	  	254,374.85
	1	  	2nd Storey	  	Area A	  	1,489	  	16,027.60	  	
	1	  	2nd Storey	  	Area B	  	6,571	  	70,730.24	  	
	1	  	2nd Storey	  	Area C	  	1,678	  	18,061.99	  	
	2	  	2nd Storey	  	Area D	  	1,455	  	15,661.62	  	
	2	  	2nd Storey	  	Area E	  	6,733	  	72,474.01	  	
	2	  	2nd Storey	  	Area F	  	1,842	  	19,827.29	  	
	2	  	2nd Storey	  	Area G	  	2,708	  	29,148.91	  	
	2	  	2nd Storey	  	Area H	  	46	  	495.14	  	
	2	  	2nd Storey	  	Area J	  	1,349	  	14,520.64	  	256,947.44
	1	  	3rd Storey	  	Area A	  	1,520	  	16,361.28	  	
	2	  	3rd Storey	  	Area B	  	1,521	  	16,372.04	  	
	2	  	3rd Storey	  	Area C	  	1,795	  	19,321.38	  	
	2	  	3rd Storey	  	Area D	  	3,045	  	32,776.38	  	84,831.08
	2	  	Roof	  	Area A	  	361	  	3,885.80	  	
		  	Total	  		  	56,018	  	602,978	  	

 1 sm = 10.764 







 

 
  







 

 







 

 







 

 







 

 







 EXHIBIT B 
 RULES AND REGULATIONS 
 The following rules and regulations shall apply, where applicable, to the Premises,
the Common Area and the Project. Capitalized terms have the same meaning as defined in the Sublease Agreement. 
 1. Sidewalks, doorways,
vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress and egress to and from the Premises. No rubbish, litter, trash, or material shall be placed, emptied, or
thrown in those areas. 
 2. Plumbing fixtures and appliances shall be used only for the purposes for which designed, and no sweepings,
rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances. Damage resulting to fixtures or appliances by Tenant, its agents, employees or invitees, shall be paid for by Tenant, and Landlord shall not be
responsible for the damage. 
 3. No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the
Premises or Project, except those of such color, size, style and in such places as are first approved in writing by Landlord. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be
inserted into any part of the Premises or Project except by Landlord’s maintenance personnel. 
 4. No directory listing tenants or
employees shall be permitted unless previously consented to by Landlord in writing. 
 5. Tenant shall not place any lock(s) on any door in
the Premises or Project without Landlord’s prior written consent and Landlord shall have the right to retain at all times and to use keys to all locks within and into the Premises. A reasonable number of keys to the locks on the entry doors in
the Premises shall be furnished by Landlord to Tenant at Tenant’s cost, and Tenant shall not make any duplicate keys. All keys shall be returned to Landlord at the expiration or early termination of the Sublease Agreement. 
 6. Movement in or out of the Premises or the Project of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or materials
requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours designated by Landlord. Tenant shall obtain Landlord’s prior approval (which approval shall not be unreasonably withheld or delayed) by
providing a detailed listing of the activity. If approved by Landlord, the activity shall be performed under the supervision of Landlord or its agents and performed in the manner required by Landlord. Tenant shall assume all risk for damage to
articles moved and injury to any persons resulting from the activity. If equipment, property, or personnel of Landlord or of any other Party is damaged or injured as a result of or in connection with the activity, Tenant shall be solely liable for
any resulting damage or loss. 
 7. Landlord shall have the right to approve the weight, size, or location of heavy equipment or articles in
and about the Premises. 
 8. Corridor doors, when not in use, shall be kept closed. 
 9. Tenant shall not: (1) make or permit any improper, objectionable or unpleasant noises or odors in the Premises or Project, or otherwise interfere
in any way with other tenants or persons having business with them; (2) solicit business or distribute, or cause to be distributed, in any portion of the Premises or Project, handbills, promotional materials or other advertising; or
(3) conduct or permit other activities in the Premises or Project that might, in Landlord’s sole opinion, constitute a nuisance. 







 10. No animals, except those assisting handicapped persons, and no aquariums shall be brought into the
Premises or the Project or kept in or about the Premises. 
 11. Tenant shall not take any action which would violate Landlord’s labor
contracts or which would cause a work stoppage, picketing, labor disruption or dispute, or interfere with Landlord’s or any other tenant’s or occupant’s business or with the rights and privileges of any person lawfully in the Premises
and/or the Project (“Labor Disruption”). Tenant shall take the actions necessary to resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that
gave rise to the Labor Disruption, until Landlord gives its written consent for the work to resume. Tenant shall have no claim for damages against Landlord or any of Landlord’s employees, agents, contractors, successors or assigns, nor shall
the Commencement Date of the Term be extended as a result of the above actions. 
 12. Tenant shall not operate in the Premises or in any
other area of the Premises or the Project, electrical equipment that would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined solely by Landlord. Tenant shall not use more than its proportionate
share of telephone lines and other telecommunication facilities available to service the Premises and/or the Project. 
 13. Bicycles and
other vehicles are not permitted inside the Premises or on the walkways outside the Premises (except in areas designated by Landlord). 
 14.
Landlord shall from time to time adopt systems and procedures for the security and safety of the Premises, the Project, and their occupants, entry, use and contents. Tenant, its agents, employees, contractors, guests and invitees shall comply with
Landlord’s systems and procedures. 
 15. Landlord has designated the Premises and all other buildings located in the Project (including
the Premises) as non-smoking areas. Smoking shall only be permitted in areas within the Common Area that are designated as smoking areas by Landlord. 
 16. Landlord shall have the right to designate and approve standard window coverings for the Premises and to establish rules to assure that the Premises and Project present a uniform exterior appearance. Tenant shall
ensure, to the extent reasonably practicable, that window coverings are closed on windows in the Premises while they are exposed to the direct rays of the sun. 
 17. Deliveries to and from the Premises shall be made only at the times, in the areas and through the entrances and exits designated by Landlord. Tenant shall not make deliveries to or from the Premises in a manner
that might interfere with the use by Landlord or any other tenant of its premises or of the Common Area, any pedestrian use, or any use which is inconsistent with good business practice. 
  

 2 








 EXHIBIT C 
 SPECIFIC LANDLORD SERVICES 
  

	1.	Maintaining, repairing, renewing (and where appropriate) cleansing, repainting and redecorating, to such standard as the Landlord may from time to time consider adequate, of the
following: (i) the structure, roof, foundations and walls of the Building; (ii) the pipes in under or upon the Building serving the same; and (iii) the Common Areas. 

  

	2.	Management, control and administration of the Building, including employing such staff as the Landlord may in its absolute discretion deem necessary for the performance of the
duties and services in and about the Building including engineers, maintenance staff, reception staff and security staff and all other incidental expenditure in relation to such employment (including but without limiting the generality of such
provision the payment of any statutory or other insurance, health, pension, welfare and other payments, contributions, taxes and premiums) and the provision of uniforms, working clothes, tools, appliances and other equipment and materials for the
proper performance of their duties. 

  

	3.	Supplying, operating, periodically inspecting, servicing, repairing, amending or overhauling and maintaining all services provided by the Landlord for the Building including,
without limitation, fire fighting, security and alarm systems, lifts, lift shafts, escalators, air-conditioning plant, stand-by generators, boilers, water tanks and plumbing apparatus, lightning conductor equipment, sprinkler system, electrical and
mechanical equipment and other apparatus plant and machinery in the Premises and the Building and the maintenance, repair, renovation and amortization of the same and all other plant, machinery and equipment, parts, tools, required in connection
with any of such services. 

  

	4.	Maintenance and cleaning of the Common Areas including, but without limiting the generality of the term, the exterior of the Building (including the exterior of all windows), the
forecourts, entrances, landings, lifts, escalators, water-closets, washrooms and lavatories. 

  

	5.	Provision of lighting, power, air-conditioning and ventilation incurred in connection with the Common Areas. 

  

	6.	Supplying all toilet requisites in the water-closets, washrooms and lavatories of the Building. 

  

	7.	Furnishing (including, but not limited to replacement or renewal of carpets, ceilings, light fittings and furnishings) and improvements and decoration of the Common Areas to such
standard as the Landlord may from time to time consider adequate. 

  

	8.	All costs and charges as the Landlord shall deem at its absolute discretion to be appropriate for supplying, providing, purchasing, maintaining, renewing, replacing, repairing and
keeping in good and serviceable order and condition all fixtures and fittings, bins, chutes, containers, receptacles, tools, appliances, materials and other things which the Landlord may deem desirable or necessary for the maintenance, upkeep or
cleanliness of the Common Areas. 

  

	9.	Supply of water and the collection and removal of all sewerage waste and refuse from the Building. 

  

	10.	Responsibility for any expense of repairing, maintaining and cleansing all ways, roads, pavements, pipes, party walls, party structures or other conveniences which may belong to or
be used for the Building in common with other buildings near or adjoining thereto. 








 EXHIBIT D 
 HEAD LEASE AND RELATED DOCUMENTS 








					
	 L    
	  	    1	  	Ver
 1



 (For Official use 
 only)                    
 THE LAND TITLES ACT 
 LEASE 
 DESCRIPTION OF LAND 
  

											
	 CT
	  	  MK  	  	  TS  	  	  Lot No  	  	 Property Address

	   Vol  
	  	  Fol  	  	 	  	 	  	 	  	 
	 428
	  	133	  	19	  	—  	  	1935X	  	Whole
						
		  		  		  		  		  	 1 Yishun Avenue 7
 Singapore
768923


 LESSOR  
  

			
	 ID/Co
regn.no:                 NA

	 Name:
	  	HOUSING AND DEVELOPMENT BOARD
		
	Address: (Within Singapore for service of Notice)	  	 HDB Centre, 3451 Jalan Bukit Merah,
 Singapore 159459



 (the registered proprietor) in consideration of the Lessee agreeing to pay to the Lessor the yearly rent in the
manner and at the rate as hereinafter set out HEREBY LEASES the registered estate or interest in the land (hereinafter referred to as “the said land”) to:- 
 LESSEE  
  

			
	 Co. Regn No:
	  	 198602431Z

	 Name:
	  	COMPAQ ASIA PTE LTD
		
	 Place of Incorporation:
	  	 Singapore

	 Address:
 (Within Singapore for
 service of Notice)
	  	 1 Temasek Avenue # 27-01
 Millenia Tower
 Singapore 039192


 Stamp Duty Cert Attached 
  

  
  








 2 
  

 TERM OF LEASE: 
 as tenant for the unexpired portion of a term of twenty-nine (29) years commencing on the 1st day of December 1989 YIELDING AND PAYING therefor during the said term the rent in the manner and at the rate as hereinafter set out SUBJECT to the following
prior encumbrances and the covenants and conditions hereinafter set out: 
 SUBJECT TO: 
 PRIOR ENCUMBRANCES: 
 NIL 
 AND the following:- 
 COVENANTS AND CONDITIONS 
 1. AND THE LESSEE for itself and its successors and assigns hereby covenants with the Lessor as follows:- 
  

						
	 (1)
	 	(a	)	 	To pay the yearly rent of Dollars Four Hundred and Fourteen Thousand Eight Hundred and Sixty-eight ($414,868.00) calculated at the rate of Dollars Twenty ($20.00) per square metre per annum from
the 1st day of December 1989 which rate shall be subject to revision on the 1st day of December 1990, and thereafter annually on the 1st day of December of each succeeding year. The revision on
the 1st day of December 1990 and each subsequent annual revision shall be subject to a rate based on the market rent on the date of such revision
and determined in the manner following but so that the increase shall not exceed 7.6% of the yearly rent of each immediately preceding year PROVIDED THAT from the 1st day of January 1999 to the 30st day of November 2001, the Lessee shall pay yearly rent at the prevailing market
rate as at 1st January 1999 And PROVIDED ALSO THAT the yearly rent payable from the 1st
 day of December 2001 and for each succeeding year thereafter shall be subject to revision and shall be a the rate based on the market rent on the date of such revision determined in the manner following
but so that the increase shall not exceed 5.5% of the yearly rent of each immediately preceding year. The market rent in this context shall mean the rent per square metre per annum of the said land excluding the buildings and other structures
erected thereon and shall be determined by the Lessor on or about the dates mentioned herein (and payable retrospectively with effect from the dates mentioned herein if determined after the dates mentioned herein) and the determination of the Lessor
as to the market rent shall be final and conclusive:

  
  








 3 
  

  

	 	 (b)
	 The yearly rent aforesaid shall be paid quarterly in advance without deductions and without demand from the
1st day of December 1989 at the office of the Lessor or such other office as the Lessor may designate; 


  

	(2)	To pay interest at the rate of 8.5% per annum or such higher rate as may be determined from time to time by the Lessor in respect of any arrears of rent or other outstanding
sums due and payable under the Lease from the due dates thereof until payment in full is received by the Lessor; 

  

	(3)	At the termination of the said term or at the earlier determination thereof to yield up to the Lessor the said land together with all buildings, structures and fixtures therein in
good and tenantable repair; 

  

	(4)	Not to demise, transfer, assign, mortgage, let, sublet, underlet, license or part with the possession of the said land or any part thereof in whatsoever manner and not to effect any
form of reconstruction howsoever brought about including any form of amalgamation or merger with or takeover by another company, firm or body or party, without first obtaining the consent of the Lessor in writing, Section 17 of the Conveyancing
Law of Property Act (Chapter 61) shall not apply. Any consent, if granted by the Lessor shall be given on such terms and conditions as the Lessor may in its entire and unfettered discretion deem fit to impose and shall include:-


  

	 	(a)	full revision of the rental to the prevailing market rate from the date of assignment; 

  

	 	(b)	payment of such administration fee as determined by the Lessor; 

  

	(5)	Not to use or to permit or suffer the said land or the building thereon or any part of the said land and building thereof to be used otherwise than as a factory for the assembly of
computer parts and boards subject to the approval of the Competent Authority appointed under Section 3 of the Planning Act; 

  

	(6)	Not to use the said land or any part thereof for any illegal or immoral purposes; 

  

	(7)	Not to erect permit or suffer to be carried out any construction of chimneys or ducts of any kind whatsoever in or at any part of the building for the purpose of discharging smoke
gas fume or any other substance connected directly or indirectly with the manufacturing processes; 

  

	(8)	Not without the consent in writing of the Lessor to affix or exhibit to erect or paint or permit or suffer to be affixed or exhibited or erected or painted on or upon any part of
the exterior of the demised premises or of the external walls or rails or fences thereof any nameplate signboard placard poster or other advertisement or hoarding; 

  

	(9)	To make reasonable provision against and be responsible for all loss injury or damage to any person or property including that of the Lessor for which the Lessee may be held liable
arising out of or in connection with the occupation 

  
  








 4 
  


	 	 
and use of the said land and to indemnify the Lessor against all proceedings claims costs and expenses which he may Incur or for which he may be held liable
as a result of any act neglect or default of the Lessee its servants contractors or agents; 


  

	(10)	Not to effect a change of name without the prior consent in writing of the Lessor PROVIDED THAT on every change of name the Lessee shall pay to the Lessor a fee to be specified by
the Lessor in relation to such consent; 

  

	(11)	Not to install and/or use any electrical installations, machines or apparatus that may cause or causes heavy power surge, high frequency voltage and current, air borne noise,
vibration or any electrical or mechanical interference or disturbance whatsoever which may prevent or prevents in any way the service or use of any communication system or affects the operation of other equipment, installations, machinery, apparatus
or plants of other Lessees and in connection therewith, to allow the Lessor or any authorised persons to inspect at all reasonable times, such installations, machines or apparatus in the said land to determine the source of the interference or
disturbance and thereupon, to take suitable measures, at the Lessee’s own expense, to eliminate or reduce such interference or disturbance to the Lessor’s satisfaction, if it is found by the Lessor or such authorised person that the
Lessee’s electrical installations, machines or apparatus is causing or contributing to the said interference or disturbance; 

  

	(12)	To indemnify the Lessor against any claims, proceedings, action, losses, penalties, damages, expenses, costs, demands which may arise in connection with Clause 1(11) above;


  

	(13)	To make good and sufficient provision for the safe and efficient disposal of all waste including but not limited to pollutants generated at the said land to the requirements and
satisfaction of the Lessor and other relevant Government authorities PROVIDED THAT in the event of any default by the Lessee under this covenant the Lessor may carry out such remedial measures as it thinks necessary and all costs and expenses
incurred thereby shall be recoverable forthwith from the Lessee as a debt; 

  

	(14)	To pay and to indemnify the Lessor against Goods and Services Tax or any other taxes levies charges whatsoever chargeable in respect of any yearly rent or any sums payable to the
Lessor or any moneys received or receivable by the Lessor or any moneys paid or costs or expenses incurred by the Lessor or any other matters under or relating to these presents and the Lessee shall pay to the Lessor on demand a sum equivalent to
the amount of such Goods and Services Tax or other taxes levies or charges. 

  

	(15)	To pay all charges of the Public Utilities Board and all other relevant competent authorities for the supply of water gas sanitation or electric light or power at any time hereafter
during the said term charged or imposed by the Public Utilities Board and all other relevant competent authorities in respect of the said land and the buildings thereon. 

  
  








 5 
  

 2. To perform, observe and be bound by: 
  


	(1)	the covenants, conditions and powers implied by law in instruments of lease (or to such of them as are not expressly negatived or modified by this Instrument or the Memorandum of
Lease hereinafter referred to); and 

  

	(2)	the covenants and conditions set forth in the Memorandum of Lease filed in the Singapore Land Registry and numbered as ML/24 all of which terms and conditions shall form part of
this Instrument as if fully set out herein and shall apply hereto insofar as they are not expressly negatived or modified by this Instrument. 

 3. The Lessor further covenants with the Lessee that the Lessor shall at the written request of the Lessee made
not less than twelve (12) months before the expiry of the said term but not earlier than the twenty-seventh (27th) year of the said term
grant to the Lessee a Lease of the said land for a further term of 30 years (hereinafter referred to as “the further term”) which shall commence from the data immediately following the expiration of the said term on the same terms and
conditions and containing like covenants as are herein contained with the exception of the present covenant for renewal and such variations or modifications as shall be imposed by the Lessor PROVIDED THAT:- 
  

	(1)	There be no existing breach(es) or non-observance(s) of any of the covenants and conditions herein contained on the part of the Lessee to be observed or performed;


  

	(2)	The rental payable for the further term shall be as set out hereunder:- 

  

	 	 (a)
	 The rent for the first year of the further term commencing on the 1st day of December 2018 shall be calculated at the rate based on the market rent of the said land at the commencement of the further term. Thereafter the yearly rent shall be subject
to revision every year commencing on the 1st day of December 2019 to the rate based on the market rent of the said land on the date of each
respective revision but so that the increase shall not exceed 5.5% of the yearly rent for year immediately preceding the date of revision. 


  

	 	(b)	The market rent in this context shall mean the rent per square metre per annum of the said land excluding the buildings and other structures erected thereon and shall be determined
by the Lessor on or about the dates mentioned herein (and payable retrospectively with effect from the dates mentioned herein if determined after the dates mentioned herein) and the determination of the Lessor as to the market rent shall be final
and conclusive. 

  

	 	 (c)
	 The yearly rent aforesaid shall be paid quarterly in advance without deductions and without demand from the
1st day of December 2018 at the office of the Lessor or such other office as the Lessor may designate. 


  
  








 6 
  


	 	(d)	Any demise, transfer, assignment or parting of possession of the said land or any part thereof by the Lessee in whatsoever manner within 5 years of the commencement of the further
term will be approved by the Lessor only upon payment by the Lessee of a fee (hereinafter called “the additional fee”) which shall be equivalent to the value of the buildings and there shall also be a full revision of the rental to the
prevailing market rate from the date of assignment and payment of such administrative fee as determined by the Lessor as provided under Clause 1(4) herein contained. The value of the building shall be determined by the Lessor alone and the
Lessor’s assessment shall be final and conclusive and not be subject or open to review by the Lessee. PROVIDED THAT the Lessee shall not be required to pay the additional fee for any demise, transfer, assignment or parting with possession of
the said land or any part thereof by the Lessee in whatsoever manner after the aforesaid 5 years period; 

  

	 	(e)	All costs expenses charges legal or otherwise including stamp duty and the Lessor’s legal costs of or connected with the preparation completion and registration of the Lease
for the further term of 30 years shall be borne by the Lessee. 

  

	(3)	The interest chargeable shall be at the rate of 8.5% per annum or such higher rate as may be determined from time to time by the Lessor in respect of any arrears of rent or
other outstanding sums due and payable under the Lease from the due dates thereof until payment in full is received by the Lessor. 

 4.
PROVIDED ALWAYS THAT if the said rent hereby reserved or any part thereof shall be in arrears for the space of fourteen (14) days next after being payable (whether the same shall have been formally demanded or not) or if any covenant on the
part of the Lessee hereinbefore contained shall not be performed or observed or if the Lessee or other person or persons in whom for the time being the term hereby created shall be vested shall become bankrupt or make an assignment for the benefit
of its or their creditors or enter into an agreement or make any arrangement with its or their creditors for liquidation of its or their debts by composition or otherwise then and in any such case it shall be lawful for the Lessor to impose such
penalties as it deems fit as well as to enter upon and take possession of the said land or any part thereof in the name of the whole and thereupon the term hereby created shall absolutely cease and determine without prejudice to any right of action
or remedy of the Lessor in respect of any antecedent breach of any of the Lessee’s covenants hereinbefore contained. PROVIDED ALWAYS THAT if the said land and the buildings thereon have been assigned by way of mortgage and there should be any
breach of the Lessee’s covenants as aforesaid, the Lessor or the officer authorised as aforesaid shall not enter upon and take possession of the said land and buildings nor shall the term hereby created cease and determine until the Lessor has
served upon the Mortgagee a notice in writing that such breach has occurred and the Mortgagee has failed to remedy such breach within one (1) calendar month from the date of service of such notice. 
 5. Clauses 1(iii), 1(vi), 1(vii)(a), 1(xiv) and Clause 3 of the said Memorandum of Lease ML/24 shall be deleted therefrom and shall not apply to this instrument.

  
  








 7 
  

 6. The Lessee shall pay all costs and fees legal or otherwise including the Lessors’ costs as between solicitor and
client in connection with the enforcement of the covenants and conditions of the Lease. 
 7. The Lessee shall pay all costs disbursements fees and charges
legal or otherwise including stamp and/or registration fees in connection with the preparation of the Lease. 
 DATE OF LEASE 26 September 2000

 EXECUTION BY LESSOR 
  

					
	The Common Seal of HOUSING	  	)	  	


	AND DEVELOPMENT BOARD	  	)	  
	was hereunto affixed in the	  	)	  
	presence of:-	  	)	  

  

					
		 	30/10/00	 	
			
		 	 /s/ Mr Quek Sze Swee
	 	
		 	MEMBER Mr Quek Sze Swee	 	
			
		 	 /s/ Gomathei Muthusamy
	 	
		 	OFFICER	 	
		 	GOMATHEI MUTHUSAMY	 	

  
  








 8 
  

 EXECUTION OF LESSEE 
  

					
	 The Common Seal of
 COMPAQ ASIA PTE LTD
 was hereunto affixed in
 the
 presence of:
	  	)
 )
  
 )
  
 )
	  	



  

	
	 /s/ Lee Khene Hock

	DIRECTOR
	
	 /s/ Edmund Leow

	SECRETARY


 CERTIFICATE PURSUANT TO THE RESIDENTIAL PROPERTY ACT AND THE LAND TITLES RULES AND PRACTICE CIRCULARS
 
 I, LYN WEE SOON LI, the Solicitor for the Lessee hereby certify that the place of Incorporation and registration number allocated by the Registry
of Companies to the Lessee as above mentioned specified in the within instrument have been verified from the Certificate of Incorporation of the Lessee produced and shown to me and are found to be correct. 
 Dated this 26th day of September 2000. 
  

							
		 		 	 /s/ Lyn Wee Soon Li
	 	
		 		 	NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE	 	

  
  








 9 
  

 I, LYN WEE SOON LI, the solicitor for the Lessee hereby certify that according to the information supplied to me
by the Chief Planner within the last 8 weeks, the within land is zoned “Light Industry” and the within land is for industrial use and the specific use approved is for light industrial factory with temporary permission for change of use of
part of the factory area on the 2nd storey of the part 2/part 3-storey light industrial factory to ancillary office. 
 Dated this 26th day of
September 2000. 
  

							
		 		 	 /s/ Lyn Wee Soon Li
	 	
		 		 	LYN WEE SOON LI	 	
		 		 	Solicitor for the Lessee	 	

 CERTIFICATE OF CORRECTNESS 
 I, the Solicitor for the Lessor hereby certify that this instrument is correct for the purposes of the Land Titles Act. 
  

							
		 		 	 /s/ Siti Zennifa Rahim
	 	
		 		 	SITI ZENNIFA RAHIM	 	
		 		 	Solicitor for the Lessor	 	

 I, the Solicitor for the Lessee hereby certify that this instrument is correct for the purposes of the Land Titles
Act. 
  

							
		 		 	 /s/ Lyn Wee Soon Li
	 	
		 		 	LYN WEE SOON LI	 	
		 		 	Solicitor for the Lessee	 	

  
  







 FOR OFFICIAL USE ONLY 
 

 
 Note: This portion shall be printed or typed on the reverse side of the last page of the application. 



 
  
  








									
	THE LAND TITLES ACT	  	VL  	  	 	  	 	 	Ver
		  	 	  	1	  	1	 	 
				
	VARIATION OF LEASE	  	

	  		 	

  

	(A)	DESCRIPTION OF LAND: 

  

											
	 CT (Sub)
	  	 	  	 	  	 	  	 
	 Vol
	  	 Fol
	  	 MK
	  	 TS
	  	 Lot No
	  	 Property Address

	 568
	  	33	  	19	  	—  	  	1935X	  	Whole
						
		  		  		  		  		  	 1 Yishun
 Avenue 7 Singapore
 768923

	 (B)   REGISTERED LEASE NO:
	  	I/33183P	  		  		  	
	 (C)   LESSOR
	  		  		  		  	

  

			
	ID/Co. regn no:	  	
		
	Name:	  	HOUSING AND DEVELOPMENT BOARD
		
	Address:	  	
	 (Within Singapore for
 service of
Notice)
	  	HDB Center, 3451 Jalan Bukit Merah, Singapore 159459
	AND	  	
	 (D)   LESSEE
	  	
		
	ID/Co. no:	  	199903281G
		
	Name:	  	AGILENT TECHNOLOGIES SINGAPORE PTE LTD
		
	Address:	  	9 Temasek Boulevard #09-03
	 (Within Singapore for
 service of Notice)
	  	 Suntec City Tower 2
 Singapore
038989


  
   
  








 2 
  

 HEREBY AGREE that the terms of the abovementioned Instrument of Lease shall be varied as follows:- 

	 	1.	To delete clause 1(5) of the Lease and substitute with the following: 

 “Not to use or to permit or suffer the said land or any building thereon or any part of the said land and building thereof to be used otherwise than for, manufacturing of semiconductor products and components as
well as test and assembly of test and measurement instruments except with the consent in writing of the Lessor and subject to the approval of the competent authority appointed under Section 5 of the Planning Act (Cap. 232). The Lessee shall
confine all activities within the boundary of the said land. For the avoidance of doubt, the Lessee shall not place any articles and goods on the common area outside the boundary of the said land.” 
  

	 	2.	To pay all costs disbursement fees and charges legal or otherwise including the Lessor’s cost in the preparation of this Variation of Lease and any future documents, deeds,
supplementary or collateral or in any way relating to this Lease. 

  

	 	3.	Save as herein varied, the terms of the Lease shall be binding and in full force and effect in all respects. 

  

	(E)	DATE OF VARIATION OF LEASE: 15 January 2002 

  

	(F)	EXECUTION BY LESSOR 

  

									
		 	 The Common Seal of
	  	)	  		  	


		 	 HOUSING
	  	)	  	  
		 	 AND DEVELOPMENT
	  	)	  	  
		 	 BOARD
	  	)	  	  
		 	 was hereunto affixed in the
 presence of:
	  		  	  

  

	
	 /s/ David Wong

	MEMBER
	Col(NS) David Wong
	
	 /s/ Gomathei Muthusamy

	OFFICER
	GOMATHEI MUTHUSAMY


  
  








 3 
  


	(G)	EXECUTION BY LESSEE 

  

							
	The Common Seal of	  	)	  		  	


	AGILENT	  	)	  		  
	TECHNOLOGIES	  	)	  		  
	SINGAPORE	  	)	  		  
	 PTE LTD was hereunto
 affixed in the presence of:
	  		  		  

  

	
	/s/
[ILLEGIBLE]                                  
	DIRECTOR
	
	/s/
[ILLEGIBLE]                                  
	SECRETARY


  

	(H)	CERTIFICATE OF CORRECTNESS: 

 I, the Solicitor for
the Lessor hereby certify that this instrument is correct for the purposes of the Land Titles Act and that I have a Practising Certificate issued on 1 April 2001. 
  

	
	/s/ TEM MUI
KIM                                         
                                 
	TEM MUI KIM
	NAME & SIGNATURE OF SOLICITOR FOR THE LESSOR


 I, the Solicitor for the Lessee hereby
certify that this instrument is correct for the purposes of the Land Titles Act and that I have a Practising Certificate issued on 1st April
2001. 
  

	
	/s/ Chai
Elsa                                         
                                         
  
	Chai Elsa
	NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE


  
  







 FOR OFFICIAL USE ONLY 
 

 
 Note: This portion shall be printed or typed on the reverse side of the last page of the Application 
 Our File Ref: TMK/qil/HDB-VL.2 
 1 Yishun Avenue 7, Singapore 

 Lessee: Agllent Technologies Singapore Pte Ltd 
 

 







  

							
		 	 	 
		  	L	  	1	  	Ver
		  		  		  	
		 
		  	 
	THE LAND TITLES ACT	  	(For Official use only)
				
	LEASE	  		  		  	

 DESCRIPTION OF LAND 
  

											
	CT Vol.	  	Fol.	  	MK	  	TS	  	Lot No.	  	Property Address Whole or part (If part lot, to state approved new lot / strata lot or to annex plan and give details)
						
	428	  	132	  	19	  	-	  	1937	  	Whole.
						
		  		  		  		  		  	 1 Yishun Avenue 7
 Singapore
768923



 LESSOR: 
  

			
	 Name
	  	 HOUSING & DEVELOPMENT BOARD

	 Address: 
 (within Singapore
for service of Notice)
	  	 3451 Jalan Bukit Merah, HDB Centre.
 Singapore 159459



 (the registered proprietor) HEREBY LEASES the registered estate or interest in the land above described (hereinafter referred
to as “the said land”) to: - 
 LESSEE  
  

			
	Co regn. No:	  	198602431 Z
	Name:	  	COMPAQ ASIA PTE. LIMITED
	Place of Incorporation	  	Singapore
	 Address: 
 (within Singapore for service
of Notice) 
	  	A company incorporated in the Republic of Singapore and having its registered address at 1 Temasek Avenue #27-01 Millenia Tower Singapore 039192.

 *to hold as 
  

			
	Manner of
Holding                                        
    —	  	

 To complete where there are co-owners. To delete if not applicable 
 Stamp Duty Cert Attached 
  

 -1- 
  

  







 FOR TERM OF LEASE 
 as tenant for the term of thirty (30) years commencing from the 1st
day of December 1988. YIELDING AND PAYING therefor the yearly rent of Dollars Six Hundred and Forty-Six Thousand One Hundred and Forty-Two and Cents Forty Only ($646,142.40) without deductions and in advance
every quarterly without demand on 1st December 1988 and shall be at the rate of $18.00 per square metre per annum from the 1st day of December 1988 (hereinafter referred to as “the Initial Rent”) which rate shall be subject to revision on the 1st day of December 1989 to a rate based on the market rent on the date of such revision determined in the manner following but so that the increase shall not exceed seven point six per cent (7.6%) of the Yearly Rent. The
yearly rent so revised in 1989 shall be subject to revision every year from 1st day of December 1989 and shall be at the rate based on the market rent on the respective
dates determined in the manner following but so that the increase shall not exceed seven point six per cent (7.6%) of the year rent for each immediate preceding year. Provided that: 

	 (a)
	 the yearly rent payable from the 1st day of January 1999 to the 30th day of November 2001 shall be based on the market rent as at 1st January 1999; 


  

	 (b)
	 the yearly rent payable from the 1st day of December 2001 and for each succeeding year thereafter shall be subject to revision and shall be at a rate based on the market rent on the date of such revision determined in the manner following but so that
the increase shall not exceed five point five per cent (5.5%) of the yearly rent for each immediately preceding year. 


 The market rent in this
context shall mean the rent per square metre per annum of the said land excluding the buildings and other structures erected thereon and shall be determined by the Lessor on or about the dates mentioned and the decision of the Lessor shall be final.

 SUBJECT TO: 
 PRIOR ENCUMBRANCES (to state ‘nil’ if there are none);

 Nil 
 AND the following:-  
 COVENANTS AND CONDITIONS 

	(a)	the covenants, conditions and powers implied by law in instruments of lease (or to such of them as are not hereinafter expressly negatived or modified); 

  

	(b)	the covenants and conditions set forth in the Memorandum of Lease filed in the Registry of Titles as ML/24 (which Memorandum is hereinafter called “ML/24”) subject to the
variations as provided below. 

  

 -2- 
  

  







 SPECIAL COVENANTS AND CONDITIONS 

	 	1.	The provisions of ML/24 shall apply hereto, subject to the variations thereof as provided in the following clauses, and in the application thereof to this Lease, each and every
reference in ML/24 to the words or expressions set out in the first column below shall have the meanings set forth in the second column respectively. 

  

							
	 Word/Expression
	  	 	  	 Meaning
	  	 
	“the Lease”	  	:	  	this Lease	  	
	“the Lessee”	  	:	  	the lessee as hereinbefore named.	  	
	“the Lessor”	  	:	  	the Lessor as hereinbefore named.	  	
	“the said land”	  	:	  	the land above described.	  	
	“the said term”	  	:	  	the term of tenancy as above recited.	  	


	 	2.	Clause 1 of ML/24 in its application to this Lease is hereby amended as follows:- 


	 	(a)	by deleting sub-clauses (vi), (vii) and (xiv) thereof and renumbering the remaining sub-clauses in their running order to sub-clauses (i) to (xi) (both
inclusive): 

  

	 	(b)	by inserting the (following new sub-clauses thereto:- 


	 	(xii)	not to use or to permit or suffer the said land or any building thereon or any part of the said land and building thereon to be used otherwise than as a factory for the assembly of
computer parts and boards subject to the approval of the competent authority appointed under the Planning Act. 

  

	 	(xiii)	Not to use the said land or building thereon or any part thereof for any illegal or immoral purpose and not to carry on or permit or suffer to be carried on in or upon the said land
or any part of the building thereon any noxious noisy dangerous or offensive trade or business or manufacture whatsoever which may be or become a nuisance annoyance or inconvenience to the owners tenants or occupiers of premises neighbouring
adjoining or adjacent or to the Lessor. 

  

	 	(xiv)	Not to erect permit or suffer to be carried out any construction of chimneys or ducts of any kind whatsoever in or at any part of the buildings on the said land for the purpose of
discharging smoke gas fume or any other substance connected directly or indirectly with the manufacturing processes. 

  

 -3- 
  

  








	 	(xv)	Not to demise, transfer, assign, mortgage, let, sublet, underlet, license or part with the possession of the said land or any building thereon or any part thereof in whatsoever
manner and not to effect any form of reconstruction howsoever brought about including any form of amalgamation or merger with or take-over by another company, firm or body or party, without first obtaining the consent of the Lessor in writing.
Section 17 of the Conveyancing and Law of property Act (Chapter 61) shall not apply. Any consent, if granted by the Lessor shall be given on such terms and conditions as the lessor may in its entire and unfettered discretion deem fit to impose
and shall include:- 


	 	(a)	full revision of the rental to the prevailing market rate from the date of assignment; 

  

	 	(b)	payment of such administrative fees as determined by the Lessor. 


	 	(xvi)	On or before the execution of this lease, the Lessee shall supply to the Lessor in writing a list of names of its existing shareholders and particulars of classes of shares held by
each and every shareholder and the value thereof and such list shall be duly certified to be correct by a director of the Lessee. 

  

	 	(xvii)	Not without the consent in writing of the Lessor to affix or exhibit or erect or paint or permit or suffer to be affixed or exhibited or erected or painted on or upon any part of
the exterior of any buildings on the said land or of the external walls or rails or fences thereof any nameplate signboard placard poster or other advertisement or hoarding. 

  

	 	(xvii)	To make reasonable provision against and be responsible for all loss injury or damage to any person or property including that of the Lessor for which the Lessee may be held liable
arising out of or in connection with the occupation and use of the said land and any buildings thereon and to indemnify the Lessor against all proceedings claims costs and expenses which It may incur or for which it may be held liable as a result of
any act neglect or default of the Lessee its servants contractors or agents. 

  

	 	(xix)	Not to effect a change of name without prior consent in writing of the Lessor PROVIDED THAT on every change of name the Lessee shall pay to the Lessor a fee to be specified by the
Lessor in relation to such consent. 

  

 -4- 
  

  








	 	(xx)	Not to Install and/or use any electrical installations, machines or apparatus that may cause heavy power surge, high frequency voltage and current, air borne noise, vibration or any
electrical or mechanical interference or disturbance whatsoever which may prevent or prevents in any way the service or use of any communication system or affects the operation of other equipment, installations, machinery, apparatus or plants of
other lessees and in connection therewith, to allow the Lessor or any authorised persons to inspect at all reasonable times, such installations, machines or apparatus in the said land and any buildings thereon to determine the source of the
interference or disturbance and thereupon, to take suitable measures, at the Lessee’s own expense, to eliminate or reduce such Interference or disturbance to the Lessor’s satisfaction If it is found by the Lessor or such authorised person
that the Lessee’s electrical installations, machines or apparatus is causing or contributing to the said interference or disturbance. 

  

	 	(xxi)	To indemnify the Lessor against any claims, proceedings, action, losses, penalties, damages, expenses, costs, demands which may arise in connection with sub-clause (xx) above.


  

	 	(xxii)	To make good and sufficient provision for the safe and efficient disposal of all waste including but not limited to pollutants generated at the said land and any buildings thereon
to the requirements and satisfaction of the Lessor and other relevant government authorities PROVIDED THAT in the event of any default by the Lessee under this covenant the Lessor may carry out such remedial measures as it thinks necessary and all
costs and expenses incurred thereby shall be recoverable forthwith from the Lessee as a debt. 

  

	 	(xxiii)	To pay interest at the rate of eight point five per cent (8.5%) per annum or such higher rate as may be determined from time to time by the Lessor in respect of any arrears of
rent or other outstanding sums due and payable under this Lease from the above due dates thereof until payment in full is received by the Lessor. 

  

	 	(xxiv)	At the termination of the said term or at the earlier determination thereof to yield up to the lessor the said land together with all buildings, structures and fixtures therein in
good and tenantable repair. 

  

 -5- 
  

  







 3. Clause 2 of ML/24 in its application to this Lease is hereby amended by inserting the words “and buildings
thereon” after the words “land” in line 4 and substituting the word “person” and “It: for the words “persons” and him” in lines 4 and 5 respectively. 
 4. Clause 3 of ML/24 in its application to this Lease is hereby amended by inserting after the word “Lessor” in line 8 thereof the words “to impose
such penalties as it deems fit as well as for the Lessor” and by inserting the words “or buildings thereon” after the words “land” in line 9. 
 5. In addition to Clauses 2 and 3 of ML/24 the Lessor further covenants with the Lessee that he shall at the
written request of the Lessee made not less than twelve (12) months before the expiry of the said term but not earlier than the twenty-eight (28th) year of the said term grant to the Lessee a lease of the said land for a further term of 30 years (hereinafter referred to as “the further term”) which shall commence from the date immediately following the expiration of
the said term on the same terms and conditions and containing like covenants as are herein contained with exception of the present covenant for renewal or such variations or modifications as shall be imposed by the Lessor PROVIDED that:- 


	 	(i)	there be no existing breach(es) or non observance(s) of any of the covenants and conditions herein contained on the part of the Lessee to be observed or performed.


  

	 	(ii)	the rental payable for the further term shall be as set out hereunder:- 


	 	 (a)
	 The yearly rent for the further term commencing on the 1st day of December 2018 shall be at the rate based on the market rent at the commencement of the further term (hereinafter referred to as the Second Initial Rent”) which rate
shall however be subject to a revision on the 1st day of December 2019 to a rate based on the market rent prevailing on the date of such revision
determined in the manner following but so that the increase shall not exceed five point five per cent (5.5%) of the Second Initial Rent. 


  

	 	 (b)
	 The yearly rent so revised shall be subject to revision on the 1st day of December annually thereafter and shall be at a rate based on the market rent prevailing on the date of such revision but so that the increase shall not exceed five point five
per cent (5.5%) of the yearly rent for the immediately preceding year. 


  

	 	(c)	The market rent and the time of payment of the yearly rent shall be as aforesaid. 

  

	 	(d)	Any demise, transfer, assignment or parting of possession of the said land or any buildings thereon or 

  

 -6- 
  

  








	 	 
any part thereof by the Lessee in whatsoever manner within 5 years of the commencement of the further term will be approved by the Lessor only upon payment
by the Lessee of a fee (hereinafter called “the additional fee”) which shall be equivalent to the value of the buildings and there shall also be a full revision of the rental to the prevailing market rate from the date of assignment and
payment of such administrative fee as determined by the Lessor as provided in Clause 1(xv) of ML/24. The value of the buildings shall be determined by the Lessor alone and the Lessor’s assessment shall be final and conclusive and not subject or
open to review by the Lessee. PROVIDED THAT the Lessee shall not be required to pay the additional fee for any demise, transfer, assignment or parting with possession of the said land or any buidings thereon or any part thereof by the Lessee in
whatsoever manner after the aforesaid 5 year period. 


  

	 	(e)	All costs expenses charges legal or otherwise including stamp duty and the Lessor’s legal costs of or connected with the preparation completion and registration of the lease
for the further term of 30 years shall be borne by the Lessee. 


	 	(iii)	The interest chargeable shall be at the rate of eight point five (8.5%) per annum or such higher rate as may be determined from time to time by the Lessor in respect of any
arrears of rent or outstanding sums due and payable under the Lease from the due dates thereof until payment in full is received by the Lessor. 

 6. All
sums payable under this Lease are exclusive of Goods and Services Tax. The Lessee, shall pay and indemnify the Lessor against Goods and Services Tax chargeable in respect of any payment with this Lease or in respect of any payment made by the Lessor
where the Lessee hereby agrees in this Lease to reimburse the Lessor for such payment 
 DATE OF LEASE: 26 September 2000 
  

 -7- 
  

  







 EXECUTION BY LESSOR 
  

					
	The Common Seal of the HOUSING	  	)	  	
		  	)	  	
	& DEVELOPMENT BOARD was	  	)	  	
		  	)	  	
	hereunto affixed in the	  	)	  	
		  	)	  	
	presence of:	  	)	  	


					
		 	         /s/ Edmund Koh         	 	
		 	MEMBER Mr. Edmund Koh	 	
		 	           /s/Jacqueline Low Li Ling           	 	


					
		 	OFFICER JACQUELINE LOW LI LING	 	

 EXECUTION BY LESSEE 
  

					
	The Common Seal of	  	)	  	
		  	)	  	
	COMPAQ ASIA PTE. LIMITED	  	)	  	
		  	)	  	
	Was hereunto affixed in the	  	)	  	
		  	)	  	
	presence of:-	  	)	  	


					
		 	/s/ Lee Kheng Hock	 	


					
		 	Lee Kheng Hock	 	
		 	Director	 	
		 	  /s/ Edmund Leow  	 	
		 	EDMUND LEOW	 	
		 	Secretary	 	

  

 -8- 
  

  







 CERTIFICATES PURSUANT TO THE RESIDENTIAL PROPERTY ACT AND THE LAND TITLES RULES AND PRACTICE CIRCULARS: 
 I, LYN WEE SOON LI, the solicitor for the Lessee hereby certify that the place of Incorporation and registration number allocated by the Registry of Companies to the Lessee
as abovementioned specified in the within instrument have been verified from the Certificate of Incorporation produced and shown to me and are found to be correct. 
 Dated this 26th day of September 2000. 
  

							
		 		 	-s- LYN WEE SOON LI	 	
		 		 	LYN WEE SOON LI	 	
		 		 	Solicitor for the Lessee	 	

 I, LYN WEE SOON LI, the solicitor for the Lessee hereby certify that according to the information supplied to me by
the Chief Planner within the last 8 weeks, the within land is zoned “Light Industry” and the within land is for industrial use and the specific use approved is for light Industrial factory with temporary permission for change of use of
part of the factory area on the 2nd storey of the part 2/part 3-storey light industrial factory to ancillary office. 
 Dated this 26th day of September
2000. 
  

							
		 		 	-s- LYN WEE SOON LI	 	
		 		 	LYN WEE SOON LI	 	
		 		 	Solicitor for the Lessee	 	

 CERTIFICATE OF CORRECTNESS 
 I, the
Solicitor for the Lessor hereby certify that this instrument is correct for the purposes of the Land Titles Act. 
  

							
		 		 	-s- TEO WEI LING RENEE	 	
		 		 	TEO WEI LING RENEE	 	
		 		 	Solicitor for the Lessor	 	

 I, the Solicitor for the Lessee hereby certify that this instrument is correct for the purposes of the Land Titles Act.

  

							
		 		 	-s- LYN WEE SOON LI	 	
		 		 	LYN WEE SOON LI	 	
		 		 	Solicitor for the Lessee	 	

  

 -9- 
  

  







 FOR OFFICE USE ONLY 
 

 
  

			
	M/S SHOOK LIN & BOK	 	


	ADVOCATES & SOLICITORS	 
	1 ROBINSON ROAD	 
	#18-00 AIA TOWER	 
	SINGAPORE 048542	 
		
	RT/TWL/955110/HDB	 	
	1 August, 2000/TWL	 	
	s:\1995\955110\955110.000721.draft lease.doc

 

 
  
   
  








							
		  	L    	 	    1    	  	Ver 1    

  

							
	 THE LAND TITLES ACT  
	  	 

  

							
	VARIATION OF LEASE	  	



 (A) DESCRIPTION OF LAND 
  

											
	 CT
 (SUB)
	  	MK	  	TS	  	Lot No	  	Property Address Whole or part lot (If part lot, to state appd new lot/strata lot or to annex plan and give details)
						
	Vol	  	Fol	  		  		  		  	
						
	570	  	137	  	19	  	—	  	1937C	  	Whole.
						
		  		  		  		  		  	 1 Yishun Avenue 7
 Singapore 768923


  

			
	(B) REGISTERED LEASE NO.:	  	1/31607P

 (C) LESSOR 
  

					
	ID/Co reg no:	  	-
		
	Name:	  	HOUSING AND DEVELOPMENT BOARD
		
	Address: (within Singapore for service of Notice) 	  	A body corporate incorporated under the Housing and Development Act and having its office at HDB Centre, 3451 Jalan Bukit Merah Singapore 159459 (hereinafter called “the
Board”)
	 AND
	  	
	(D) LESSEE	  	

  

					
	ID/Co. regn no.:	  	199903281G
		
	Name:	  	AGILENT TECHNOLOGIES SINGAPORE PTE LTD
		
	Address:	  	
	(within Singapore for service of Notice)	  	 9 Temesek Bculevand #09-03 suntec City Tower 2
 Singapore 038989


  
   
  








 2 
  

 HEREBY AGREE that the terms of the abovementioned Instrument of Lease shall be varied as follows:- 

	(a)	Clause 1(xii) of ML/24 shall be deleted and substituted with the following:- 


	 	“(xii).	Not to use or permit or suffer the said land or any building thereon to be used otherwise than for their own occupation and for the Manufacturing of Semiconductor Products and
Components as well as the Testing and Assembly of Test and Measurement Instruments. All activities shall be confined within the boundary of the said land and the Lessee shall not place any articles and goods on the common area outside the boundary
of the said land.” 


	(b)	The Lessee shall pay all registration fees, stamp fees, legal costs and other charges legal or otherwise incurred in connection with the preparation and issue of this Variation of
Lease. 

  

	(c)	Save as herein varied and amended the said Instrument of Lease shall in all other respects continue to be in full force and effect. 

 (E) DATE OF VARIATION OF LEASE : 15 January 2002 
  
  







 (F) EXECUTION BY BOARD  
  

			
	 The Common Seal of the HOUSING
	 	)
	 AND
	 	)
		 	)
	 DEVELOPMENT BOARD was
	 	)
		 	)
	 hereunto affixed in the presence of:
	 	

  

					
	 /s/ Mr Edmund Koh
	  	 /s/ Jacqueline Low Li Ling
	  	
	     MEMBER	  	     OFFICER	  	
	Mr Edmund Koh	  	JACQUELINE LOW LI LING	  	

 (G) EXECUTION BY LESSEE  
  

			
	 Signed by the abovenamed Lessee
	 	)
		 	)
	 AGILENT TECHNOLOGIES
	 	)
	 SINGAPORE PTE LTD
	 	)
		 	)
	 in the presence of:-
	 	)
	  
	 	
		
	 /s/ [ILLEGIBLE]
	 	
	 Director
	 	
		
	 /s/ [ILLEGIBLE]
	 	
	 Secretary
	 	

  
   
  







 (J) CERTIFICATE OF CORRECTNESS  
 I, the Solicitor for the Board hereby certify that this instrument is correct for the purposes of the Land Titles Act and that I have a Practising Certificate issued on 1st April 2001. 
  

	
	 /s/ Leong Siew Fong Elaine

	      LEONG SIEW FONG ELAINE

	NAME & SIGNATURE OF SOLICITOR FOR THE BOARD


 I, the Solicitor for the Lessee hereby certify that this instrument is correct for the purposes of the Land Titles Act
and that I have a Practising Certificate issued on 1st April 2001. 
  

	
	 /s/ Chai Elsa

	      Chai Elsa

	NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE


  
   
  







 FOR OFFICE USE ONLY 
 

 
 M/S SHOOK LIN & BOK 
 ADVOCATES & SOLICITORS 
 1 ROBINSON ROAD 
 #18-00
AIA TOWER 
 SINGAPORE 048542 
 TWL/955110/HDB 
 TWL/\\sn1031\ey\1995\955110\955110.010503.variation of lease.doc 
 

 
  








							
		 		 	L        	 	1Ver 1
		 	 	 	 	 	 

 (For Official use only)
 THE LAND TITLES ACT 
 LEASE 
 DESCRIPTION OF LAND 
  

											
	 CT
	 	 MK
	 	 TS
	 	 Lot No
	 	 Property Address

	 Vol
	 	 Fol
	 	 	 	 	 	 	 	 
	 522
	 	96	 	18	 	—  	 	2134N	 	Whole
		 		 		 		 		 	1 Yishun Avenue 7
		 		 		 		 		 	Singapore 768923

 LESSOR  
  

			
	ID/Co regn.no:	  	NA
	Name:	  	HOUSING AND DEVELOPMENT BOARD
		
	 Address:
 (Within Singapore
for service of Notice)
	  	HDB Centre, 3451 Jalan Bukit Merah, Singapore 159459

 (the registered proprietor) in consideration of the Lessee agreeing to pay to the Lessor the yearly rent in the manner and at
the rate as hereinafter set out HEREBY LEASES the registered estate or Interest in the land (hereinafter referred to as “the said land”) to:- 
 LESSEE  
  

			
	Co. Regn No:	  	198602431Z
		
	Name:	  	COMPAQ ASIA PTE LTD
		
	Place of Incorporation:	  	Singapore
	 Address:
 (Within Singapore
 for service of Notice)
	  	 1 Temasek Avenue 127-01
 Millenia Tower
 Singapore 039192


 Stamp Duty Cert Attached 
  
   
  








 2 
  

 TERM OF LEASE:  
 as tenant for the unexpired portion of a term of twenty-two (22) years commencing on the 1st day of July 1996 YIELDING AND PAYING therefore during the said term the rent in the manner and at the rate as hereinafter set out SUBJECT to the following prior encumbrances and the
covenants and conditions hereinafter set out: 
 SUBJECT TO: 
 PRIOR
ENCUMBRANCES:  
 NIL 
 AND the following:- 
 COVENANTS AND CONDITIONS  
 1. AND THE LESSEE for itself and its
successors and assigns hereby covenants with the Lessor as follows:- 

					
	(1)(a)	 		 	To pay the yearly rent of Dollars Four Thousand Three Hundred and Thirty ($4,330.00) calculated at the rate of Dollars Forty-four and Cents Fifty ($44.50) per square metre per annum from the
1st day of July 1996 which rate shall be subject to revision on the 1st day of Jury 1997, and thereafter annually on the 1st day of July of each succeeding year. The revision on the 1
st day of July 1997 and each subsequent annual revision shall be subject to a rate based on the market rent on the date of such revision and
determined in the manner following but so that the increase shall not exceed 7.6% of the yearly rent of each immediately preceding year PROVIDED THAT from the 1st day of January 1999 to the 30th day of June 2001, the Lessee shall pay yearly rent at the prevailing
market rate as at 1st January 1999 And PROVIDED ALSO THAT the yearly rent payable from the 1st day of July 2001 and for each succeeding year thereafter shall be subject to revision and shall be a the rate based on the market rent on the date of such revision determined
in the manner following but so that the increase shall not exceed 5.5% of the yearly rent of each immediately preceding year. The market rent in this context shall mean the rent per square metre per annum of the said land excluding the buildings and
other structures erected thereon and shall be determined by the Lessor on or about the dates mentioned herein (and payable retrospectively with effect from the dates mentioned herein if determined after the dates mentioned herein) and the
determination of the Lessor as to the market rent shall be final and conclusive. In the event the gross plot ratio of the buildings and structures on the said land is less than 1.0, the Lessor shall be entitled to

  
  








 3 
  


			
		 	impose and the Lessee shall pay the Lessor additional yearly rent amounting to 10% of the yearly rent hereby reserved as aforesaid, which additional yearly rent is not however to be taken into
account as part of the yearly rent, so that the increase in yearly rent shall not exceed 5.5% of the yearly rent (excluding additional yearly rent) for each Immediately preceding year;
	    (b)	 	The yearly rent aforesaid shall be paid quarterly in advance without deductions and without demand from the 1st day of July 1996 at the office of the Lessor or such other office as the Lessor may designate:
	(2)	 	To pay interest at the rate of 8.5% per annum or such higher rate as may be determined from time to time by the Lessor in respect of any arrears of rent or other outstanding sums due and
payable under the Lease from the due dates thereof until payment in full is received by the Lessor;
		
	(3)	 	At the termination of the said term or at the earlier determination thereof to yield up to the Lessor the said land together with all buildings, structures and fixtures therein in good and
tenantable repair.
		
	(4)	 	Not to demise, transfer, assign, mortgage, let, sublet, underlet, license or part with the possession of the said land or any part thereof in whatsoever manner and not to effect any form of
reconstruction howsoever brought about including any form of amalgamation or merger with or takeover by another company, firm or body or party, without first obtaining the consent of the Lessor in writing, Section 17 of the Conveyancing Law of
Property Act (Chapter 61) shall not apply. Any consent, if granted by the Lessor shall be given on such terms and conditions as the Lessor may in its entire and unfettered discretion deem fit to impose and shall include:-
	    (a)	 	full revision of the rental to the prevailing market rate from the date of assignment;
		
	    (b)	 	payment of such administration fee as determined by the Lessor;
	(5)	 	Not to use or to permit or suffer the said land or the building thereon or any part of the said land and building thereof to be used otherwise than as for part of driveway servicing
Compaq’s factory for assembly of computer parts and boards, subject to the approval of the Competent Authority appointed under Section 3 of the Planning Act;
		
	(6)	 	 Not  to use the said land or any part thereof for any illegal or immoral purposes;

		
	(7)	 	Not to erect permit or suffer to be carried out any construction of chimneys or ducts of any kind whatsoever in or at any part of the building for the purpose of discharging smoke gas fume or
any other substance connected directly or indirectly with the manufacturing processes;
		
	(8)	 	Not without the consent in writing of the Lessor to affix or exhibit to erect or paint or permit or suffer to be affixed or exhibited or erected or painted on or upon any part of the exterior of
the demised premises or of the external walls or rails or fences thereof any nameplate signboard placard poster or other advertisement or hoarding;

  
  








 4 
  


			
		
	 (9)
	 	To make reasonable provision against and be responsible for all loss injury or damage to any person or property including that of the Lessor for which the Lessee may be held liable arising out
of or in connection with the occupation and use of the said land and to indemnify the Lessor against all proceedings claims costs and expenses which he may incur or for which he may be held liable as a result of any act neglect or default of the
Lessee its servants contractors or agents;
		
	 (10)
	 	Not to effect a change of name without the prior consent in writing of the Lessor PROVIDED THAT on every change of name the Lessee shall pay to the Lessor a fee to be specified by the Lessor in
relation to such consent;
		
	 (11)
	 	Not to install and/or use any electrical installations, machines or apparatus that may cause or causes heavy power surge, high frequency voltage and current, air borne noise, vibration or any
electrical or mechanical interference or disturbance whatsoever which may prevent or prevents in any way the service or use of any communication system or affects the operation of other equipment, installations, machinery, apparatus or plants of
other Lessees and in connection therewith, to allow the Lessor or any authorised persons to inspect at all reasonable times, such installations, machines or apparatus in the said land to determine the source of the interference or disturbance and
thereupon, to take suitable measures, at the Lessee’s own expense, to eliminate or reduce such interference or disturbance to the Lessor’s satisfaction, if it is found by the Lessor or such authorised person that the Lessee’s
electrical installations, machines or apparatus is causing or contributing to the said interference or disturbance;
		
	 (12)
	 	To indemnify the Lessor against any claims, proceedings, action, losses, penalties, damages, expenses, costs, demands which may arise in connection with Clause 1(11) above;
		
	 (13)
	 	To make good and sufficient provision for the safe and efficient disposal of all waste including but not limited to pollutants generated at the said land to the requirements and satisfaction of
the Lessor and other relevant Government authorities PROVIDED THAT in the event of any default by the Lessee under this covenant the Lessor may carry out such remedial measures as it thinks necessary and all costs and expenses incurred thereby shall
be recoverable forthwith from the Lessee as a debt;
		
	 (14)
	 	To pay and to indemnify the Lessor against Goods and Services Tax or any other taxes levies charges whatsoever chargeable in respect of any yearly rent or any sums payable to the Lessor or any
moneys received or receivable by the Lessor or any moneys paid or costs or expenses incurred by the Lessor or any other matters under or relating to these presents and the Lessee shall pay to the Lessor on demand a sum equivalent to the amount of
such Goods and Services Tax or other taxes levies or charges.

  
  








 5 
  


			
	 (15)
	 	To pay all charges of the Public Utilities Board and all other relevant competent authorities for the supply of water gas sanitation or electric light or power at any time hereafter during the
said term charged or imposed by the Public Utilities Board and all other relevant competent authorities in respect of the said land and the buildings thereon.
	 2.
	 	The area of the said land (hereinafter referred to as “the said area”) shall be subject to Government survey or re-survey.
		
	 (1)
	 	If upon final survey, the said area is found to differ from the final surveyed area within ± 1% of the said area, the final surveyed area will be adopted for the lease of the said land,
but the rent shall not be adjusted. Any rental revision subsequent to the final survey shall be calculated based on the final surveyed area.
		
	 (2)
	 	If the difference between the said area and the final surveyed area exceeds the ± 1% margin, the final surveyed area will be adopted for the lease of the said land
and:
	     (a)
	 	If the final surveyed area is greater than the said area, the Lessee shall at the request and absolute discretion of the Lessor pay to the Lessor additional rent for the additional
area;
		
	     (b)
	 	If the final surveyed area is less than the said area, the Lessor shall credit the excess rent paid by the Lessee to the account of the Lessee towards payment of the rent.
	The additional rent payable or to be credited in either instance will be computed at the same rate as the rent payable under the terms of this Lease.
	 3.
	 	To perform, observe and be bound by:
		
	 (1)
	 	the covenants, conditions and powers implied by law in instruments of lease (or to such of them as are not expressly negatived or modified by this Instrument or the Memorandum of Lease
hereinafter referred to); and
		
	 (2)
	 	the covenants and conditions set forth in the Memorandum of Lease filed in the Singapore Land Registry and numbered as ML/24 all of which terms and conditions shall form part of this Instrument
as if fully set out herein and shall apply hereto insofar as they are not expressly negatived or modified by this Instrument.

 4. The Lessor further covenants with the Lessee that the Lessor shall
at the written request of the Lessee made not less than twelve (12) months before the expiry of the said term but not earlier than the twentieth (20th) year
of the said term grant to the Lessee a Lease of the said land for a further term of 30 years (hereinafter referred to as “the further term”) which shall commence from the date immediately following the expiration of the said term on
the same terms and conditions and containing like covenants as are herein contained with the exception of the present covenant forrenewal and such variations or modifications as shall be imposed by the Lessor PROVIDED THAT:- 
  








 6 
  


			
	 (1)
	 	There be no existing breach(es) or non-observance(s) of any of the covenants and conditions herein contained on the part of the Lessee to be observed or performed;
		
	 (2)
	 	 The  rental payable for the further term shall be as set out hereunder:-

	     (a)
	 	The rent for the first year of the further term commencing on the 1st day of June 2018
shall be calculated at the rate based on the market rent of the said land at the commencement of the further term. Thereafter the yearly rent shall be subject to revision every year commencing on the 1st day of June 2019 to the rate based on the market rent of the said land on the data of each respective revision but so that the increase shall not exceed 5.5% of the yearly rent
for the year immediately preceding the date of revision. In the event the gross plot ratio of the buildings and structures on the said land is less than 1.0, the Lessor shall be entitled to impose and the Lessee shall pay the Lessor additional
yearly rent amounting to 10% of the yearly rent hereby reserved as aforesaid, which additional yearly rent is not however to be taken into account as part of the yearly rent, so that the increase in yearly rent shall not exceed 5.5% of the yearly
rent (excluding additional yearly rent) for each immediately preceding year.
		
	     (b)
	 	The market rent in this context shall mean the rent per square metre per annum of the said land excluding the buildings and other structures erected thereon and shall be determined by the Lessor
on or about the dates mentioned herein (and payable retrospectively with effect from the dates mentioned herein if determined after the dates mentioned herein) and the determination of the Lessor as to the market rent shall be final and conclusive.

		
	     (c)
	 	The yearly rent aforesaid shall be paid quarterly in advances without deductions and without demand from the 1st day of June 2018 at the office of the Lessor or such other office as the Lessor may designate.
		
	     (d)
	 	Any demise, transfer, assignment or parting of possession of the said land or any part thereof by the Lessee in whatsoever manner within 5 years of the commencement of the further term will
be approved by the Lessor only upon payment by the Lessee of a fee (hereinafter called “the additional fee”) which shall be equivalent to the value of the buildings and there shall also be a full revision of the rental to the prevailing
market rate from the date of assignment and payment of such administrative fee as determined by the Lessor as provided under Clause 1(4) herein contained. The value of the building shall be determined by the Lessor alone and the Lessor’s
assessment shall be final and conclusive and not be subject or open to review by the Lessee. PROVIDED THAT the Lessee shall not be required to pay the additional fee for any demise, transfer, assignment or parting with possession of the said land or
any part thereof by the Lessee in whatsoever manner after the aforesaid 5 years period;

  
  








 7 
  


			
		
	     (e)
	 	All costs expenses charges legal or otherwise including stamp duty and the Lessor’s legal costs of or connected with the preparation completion and registration of the Lease for the further
term of 30 years shall be borne by the Lessee.
	 (3)
	 	The interest chargeable shall be at the rate of 8.5% per annum or such higher rate as may be determined from time to time by the Lessor in respect of any arrears of rent or other
outstanding sums due and payable under the Lease from the due dates thereof until payment in full is received by the Lessor.

 5. PROVIDED ALWAYS THAT if the said rent hereby reserved or any part thereof shall be in arrears for the space of fourteen
(1.4) days next after being payable (whether the same shall have been formally demanded or not) or if any covenant on the part of the Lessee hereinbefore contained shall not be performed or observed or if the Lessee or other person or persons
in whom for the time being the term hereby created shall be vested shall become bankrupt or make an assignment for the benefit of its or their creditors or enter into an agreement or make any arrangement with its or their creditors for liquidation
of its or their debts by composition or otherwise then and in any such case it shall be lawful for the Lessor to impose such penalties as it deems fit as well as to enter upon and take possession of the said land or any part thereof in the name of
the whole and thereupon the term hereby created shall absolutely cease and determine without prejudice to any right of action or remedy of the Lessor in respect of any antecedent breach of any of the Lessee’s covenants hereinbefore contained.
PROVIDED ALWAYS THAT if the said land and the buildings thereon have been assigned by way of mortgage and there should be any breach of the Lessee’s covenants as aforesaid, the Lessor or the officer authorised as aforesaid shall not enter upon
and take possession of the said land and buildings nor shall the term hereby created cease and determine until the Lessor has served upon the Mortgagee a notice in writing that such breach has occurred and the Mortgagee has failed to remedy such
breach within one (1) calendar month from the date of service of such notice. 
 6. Clauses 1(iii), 1(vi), 1(vii)(a), 1(xiv) and Clause 3 of the said Memorandum of
Lease ML/24 shall be deleted therefrom and shall not apply to this instrument. 
 7. The Lessee shall pay all costs and fees legal or otherwise including the
Lessors’ costs as between solicitor and client in connection with the enforcement of the covenants and conditions of the Lease. 
 8. The Lessee shall pay all
costs disbursements fees and charges legal or otherwise including stamp and/or registration fees in connection with the preparation of the Lease. 
 DATE OF LEASE 26
September 2000 
  
  








 8 
  

 EXECUTION BY LESSOR 
  

			
	The Common Seal of	 	)        
	HOUSING	 	 )        

	AND DEVELOPMENT	 	)        
	BOARD	 	)        
	 was hereunto affixed in the
 presence
of:-
	 	

  

									
		 		 	 /s/ Quek Sze Swee
	 		 	
		 		 	MEMBER Mr Quek Sze Swee	 		 	
					
		 		 	 /s/ Hemani Weerasuriya
	 		 	
		 		 	OFFICER HEMANI WEERASURIYA	 		 	

 EXECUTION OF LESSEE  

			
	 The Common Seal of
	 	)        
	 COMPAQ ASIA PTE LTD
	 	)        
	 was hereunto affixed in the
	 	)        
	 presence of:
	 	)        

  

									
		 		 	 /s/ Lee Kheng Hock
	 		 	
		 		 	DIRECTOR	 		 	
					
		 		 	 /s/ Edmund Leow
	 		 	
		 		 	SECRETARY	 		 	

  
  








 9 
  

 CERTIFICATES PURSUANT TO THE RESIDENTIAL PROPERTY ACT AND THE LAND TITLES RULES AND PRACTICE CIRCULARS: 
 I, LYN WEE SOON LI, the solicitor for the Lessee hereby certify that the place of incorporation and registration number allocated by the Registry of Companies to the Lessee
as abovementioned specified in the within instrument have been verified from the Certificate of Incorporation produced and shown to me end are found to be correct. 
 Dated this 26th day of September 2000. 
  

	
	/s/ Lyn Wee Soon Li        
	LYN WEE SOON LI
	Solicitor for the Lessee


 I, LYN WEE SOON LI, the solicitor for the Lessee hereby certify that according to the information supplied to me
by the Chief Planner within the last 8 weeks, the within land is zoned “Light Industry” and the within land is for industrial use and the specific use approved is for light industrial factory with temporary permission for change of
use of part of the factory area on the 2nd storey of the part 2/part 3-storey light industrial factory to ancillary office. 
 Dated this 26th day of
September 2000. 
  

	
	/s/ Lyn Wee Soon Li        
	LYN WEE SOON LI
	Solicitor for the Lessee


 CERTIFICATE OF CORRECTNESS 
 I, the Solicitor for the Lessor hereby certify that this instrument is correct for the purposes of the Land Titles Act. 
  

	
	/s/ Siti Zennifa Rahim       
	SITI ZENNIFA RAHIM
	Solicitor for the Lessor


 I, the Solicitor for the Lessee hereby certify that this instrument is correct for the purposes of the Land Titles Act.

  

	
	/s/ Lyn Wee Soon Li        
	LYN WEE SOON LI
	Solicitor for the Lessee


  
  







 FOR OFFICIAL USE ONLY 
 

 
 Note: This portion shall be printed or typed on the reverse side of the last page of the application. 



 
  
  







 THE LAND TITLES ACT  

																	
		 	 VL 1
	 	Ver 1	 		 		 		 		 		  	

 VARIATION OF LEASE 
 

 
 (A) DESCRIPTION OF LAND: 
  

											
	 CT (Sub)
	  	MK	  	TS	  	Lot No	  	 Property Address

	             Vol            
	  	  Fol  	  	 	  	 	  	 	  	 
	570	  	138	  	19	  	—  	  	2134N	  	Whole
						
		  		  		  		  		  	 l Yishun Avenue 7
 Singapore
768923


  

													
	 (B) REGISTERED LEASE NO:
	  		 	I/33182P	  		  		  		  	

 (C) LESSOR 
  

			
	 ID/Co. regn no:
	  	 
		
	Name:	  	HOUSING AND DEVELOPMENT BOARD
		
	Address:	  	
	 (Within Singapore for
 service of
Notice)
	  	 HDB Centre, 3451 Jalan Bukit Merah,
 Singapore 159459



 AND 
 (D) LESSEE 
  

			
	 ID/Co, no:
	  	 199903281G

		
	Name:	  	AGIUENT TECHNOLOGIES SINGAPORE PTE LTD
		
	 Address: (Within Singapore for
 service of
Notice)
	  	 9 Temesek Boulevand #09-03 Suntec City Tower 2
 Singapore
038989


  
  







 HEREBY AGREE that the terms of the abovementioned Instrument of Lease shall be varied as follows:- 

	 	1.	To delete clause 1 (5) of the Lease and substitute with the following: 

 “Not to use or to permit or suffer the said land or any building thereon or any part of the said land and building thereof to be used otherwise than for manufacturing of semiconductor products and components as
well as test and assembly of test and measurement instruments except with the consent in writing of the Lessor and subject to the approval of the competent authority appointed under Section 5 of the Planning Act (Cap. 232). The Lessee shall
confine all activities within the boundary of the said land. For the avoidance of doubt, the Lessee shall not place any articles and goods on the common area outside the boundary of the said land.” 
  

	 	2.	To pay all costs disbursement fees and charges legal or otherwise including the Lessor’s cost in the preparation of this Variation of Lease and any future documents, deeds,
supplementary or collateral or in any way relating to this Lease. 

  

	 	3.	Save as herein varied, the terms of the Lease shall be binding and in full force and effect in all respects. 

 (E) DATE OF VARIATION OF LEASE: 15 January 2002 
 (F)
EXECUTION BY LESSOR 
  

					
	 The Common Seal of
	  	)	  	
	 HOUSING
	  	)	  	
	 AND DEVELOPMENT
	  	)	  	
	 BOARD
	  	)	  	
	 was hereunto affixed in the
 presence of:
	  		  	

  

	
	 /s/ David Wong

	MEMBER
	Col(NS) David Wong            
	
	 /s/ Hemani Weerasuriya

	OFFICER
	HEMANI WEERASURIYA


  
  







 (G) EXECUTION BY LESSEE  
  

			
	 The Common Seal of AGILENT
	  	)
	 TECHNOLOGIES SINGAPORE
	  	)
	 PTE LTD was hereunto
	  	)
	 affixed in the presence of:
	  	)

  

	
	 /s/ILLEGIBLE

	DIRECTOR
	
	 /s/ ILLEGIBLE

	SECRETARY


 (H) CERTIFICATE OF CORRECTNESS: 
 I, the Solicitor for the Lessor hereby certify that this instrument is correct for the purposes of the Land Titles Act and that I have a Practising
Certificate issued on 1 April 2001. 
  

	
	    TEH MUI
KIM                                         
               
	/s/ Teh Mui
Kim                                        

	 NAME & SIGNATURE OF
 SOLICITOR FOR THE LESSOR




 I, the Solicitor for the Lessee hereby certify that this
instrument is correct for the purposes of the Land Titles Act and that I have’a Practising Certificate issued on 1st April 2001. 
  

	
	    CHAI ELSA                                 
                           
	/s/ Chai
Elsa                                         
   
	 NAME & SIGNATURE OF
 SOLICITOR FOR THE LESSEE




  
  







 FOR OFFICIAL USE ONLY 
 

 
 Note: This portion shall be printed or typed on the reverse side of the last page of the application. 
 

 
  








																									
		  		  		  		  		  		  		  		  		  		  	 	 	 L
  
	 	  
 1Ver 1
  

		  		  		  		  		  		  		  		  		  		  	 	 	 

 (For Official use only) 
 THE LAND TITLES ACT 
 LEASE 
 DESCRIPTION OF LAND 
  

											
	 CT
	  	 MK
	  	 TS
	  	 Lot No
	  	 Property Address

	             Vol            
	  	             Fol            
	  	 	  	 	  	 	  	 
	437	  	144	  	19	  	—  	  	1975P	  	Whole
		  		  		  		  		  	1 Yishun Avenue 7
		  		  		  		  		  	Singapore 768923

 LESSOR  
  

			
	 ID/Co regn.no:
	  	 NA

	Name:	  	HOUSING AND DEVELOPMENT BOARD
		
	Address:	  	HDB Centre, 3451 Jalan Bukit Merah,
	(Within Singapore for	  	Singapore 159459
	service of Notice)	  	

 (the registered proprietor) in consideration of the Lessee agreeing to pay to the Lessor the yearly rent in the manner and at
the rate as hereinafter set out HEREBY LEASES the registered estate or interest in the land (hereinafter referred to as “the said land”) to:- 
 LESSEE

  

			
	Co. Regn No:	  	1986024312
		
	Name:	  	COMPAQ ASIA PTE LTD
		
	 Place of incorporation:
	  	 Singapore

	Address:	  	1 Temasek Avenue #27-01
	(Within Singapore for	  	Millenia Tower
	service of Notice)	  	Singapore 039192

  

																			
	 	  	 	  	 	  	 	  	 	  	 	 	  	  	  	  	 	  	 
	 	  		  		  		  		  		 	  
 Stamp Duty Cert Attached
  
	  	 	  	
	 	  		  		  		  		  		 	 	  	 	  	 	  	

  
  








 2 
  

 TERM OF LEASE: 
 as tenant for the unexpired portion of a term of twenty-four (24) years commencing on the 1st day of June 1994 YIELDING AND PAYING therefore during the said term the rent in the manner and at the rate as hereinafter set out SUBJECT to .the following prior encumbrances and the
covenants and conditions hereinafter set out: 
 SUBJECT TO: 
 PRIOR
ENCUMBRANCES:  
 NIL 
 AND the following:- 
 COVENANTS AND CONDITIONS  
 1. AND THE LESSEE for itself and its
successors and assigns hereby covenants with the Lessor as follows:- 
  

					
	 (1)
	 	(a)	 	To pay the yearly rent of Dollars One Hundred and Fourteen Thousand Seven Hundred and Twenty-two ($114.722.00) calculated at the rate of Dollars Thirty-seven and Cents Sixty ($37.60) per square
metre per annum from the 1st day of June 1994 which rate shall be subject to revision on the 1st day of June 1995, and thereafter annually on the 1st day of June of each
succeeding year. The revision on the 1st day of June 1995 and each subsequent annual revision shall be subject to a rate based on the market
rent on the date of such revision and determined in the manner following but so that the increase shall not exceed 7.6% of the yearly rent of each immediately preceding year PROVIDED THAT from the 1st day of January 1999 to the 31st day of May 2001, the Lessee shall pay
yearly rent at the prevailing market rate as at 1st January 1899 And PROVIDED ALSO THAT the yearly rent payable from the 1st day of June 2001 and for each succeeding year thereafter shall be subject to revision and shall be a the rate based on the market rent on the date of
such revision determined in the manner following but so that the increase shall not exceed 5.5% of the yearly rent of each immediately preceding year. The market rent in this context shall mean the rent per square metre per annum of the said land
excluding the buildings and other structures erected thereon and shall be determined by the Lessor on or about the dates mentioned herein (and payable retrospectively with effect from the dates mentioned herein if determined after the dates
mentioned herein) and the determination of the Lessor as to the market rent shall be final and conclusive. In the event the gross plot ratio of the buildings and structures on the said land

  
  








 3 
  

 
is less than 1.0, the Lessor shall be entitled to impose and the Lessee shall pay the Lessor additional yearly rent amounting to 10% of the yearly rent
hereby reserved as aforesaid, which additional yearly rent is not however to be taken into account as part of the yearly rent, so that the increase in yearly rent shall not exceed 5.5% of the yearly rent (excluding additional yearly rent) for each
immediately preceding year; 

	 	 (b)
	 The yearly rent aforesaid shall be paid quarterly in advance without deductions and without demand from the
1st day of June 1994 at the office of the Lessor or such other office as the Lessor may designate; 



	(2)	To pay interest at the rate of 8.5% per annum or such higher rate as may be determined from time to time by the Lessor in respect of any arrears of rent or other outstanding
Sums due and payable under the Lease from the due dates thereof until payment in full is received by the Lessor; 

  

	(3)	At the termination of the said term or at the earlier determination thereof to yield up to the Lessor the said land together with all buildings, structures and fixtures therein in
good and tenantable repair; . 

  

	(4)	Not to demise, transfer, assign, mortgage, let, sublet, underlet, license or part with the possession of the said land or any part thereof in whatsoever manner and not to effect any
form of reconstruction howsoever brought about including any form of amalgamation or merger with or takeover by another company, firm or body or party, without first obtaining the consent of the Lessor in writing, Section 17 of the Conveyancing
Law of Property Act (Chapter 61) shall not apply. Any consent, if granted by the Lessor shall be given on such terms and conditions as the Lessor may in its entire and unfettered discretion deem fit to impose and shall include:-



	 	(a)	full revision of the rental to the prevailing market rate from the date of assignment; 

  

	 	(b)	payment of such administration fee as determined by the Lessor; 


	(5)	Not to use or to permit or suffer the said land or the building thereon or any part of the said land and building thereof to be used otherwise than as for the assembly of computer
parts subject to the approval of the Competent Authority appointed under Section 3 of the Planning Act; 

  

	(6)	Not to use the said land or any part thereof for any illegal or immoral purposes; 

  

	(7)	Not to erect permit or suffer to be carried out any construction of chimneys or ducts of any kind whatsoever in or at any part of the building for the purpose of discharging smoke
gas fume or any other substance connected directly or indirectly with the manufacturing processes; 

  

	(8)	Not without the consent in writing of the Lessor to affix or exhibit to erect or paint or permit or suffer to be affixed or exhibited or erected or painted on or upon any part of
the exterior of the demised premises or of the external walls or rails or fences thereof any nameplate signboard placard poster or other advertisement or hoarding; 

  
  








 4 
  


	(9)	To make reasonable provision against and be responsible for all loss injury or damage to any person or property including that of the Lessor for which the Lessee may be held liable
arising out of or in connection with the occupation and use of the said land and to indemnify the Lessor against all proceedings claims costs and expenses which he may incur or for which he may be held liable as a result of any act neglect or
default of the Lessee its servants contractors or agents; 

  

	(10)	Not to effect a change of name without the prior consent in writing of the Lessor PROVIDED THAT on every change of name the Lessee shall pay to the Lessor a fee to be specified by
the Lessor in relation to such consent; 

  

	(11)	Not to install and/or use any electrical installations, machines or apparatus that may cause or causes heavy power surge, high frequency voltage and current, air borne noise,
vibration or any electrical or mechanical interference or disturbance whatsoever which may prevent or prevents in any way the service or use of any communication system or affects the operation of other equipment, installations, machinery, apparatus
or plants of other Lessees and in connection therewith, to allow the Lessor or any authorised persons to inspect at all reasonable times, such installations, machines or apparatus in the said land to determine the source of the interference or
disturbance and thereupon, to take suitable measures, at the Lessee’s own expense, to eliminate or reduce such interference or disturbance to the Lessor’s satisfaction, if it is found by the Lessor or such authorised person that the
Lessee’s electrical installations, machines or apparatus is causing or contributing to the said interference or disturbance; 

  

	(12)	To indemnify the Lessor against any claims, proceedings, action, losses, penalties, damages, expenses, costs, demands which may arise in connection with Clause 1(11) above;


  

	(13)	To make good and sufficient provision for the safe and efficient disposal of all waste including but not limited to pollutants generated at the said land to the requirements and
satisfaction of the Lessor and other relevant Government authorities PROVIDED THAT in the event of any default by the Lessee under this covenant the Lessor may carry out such remedial measures as it thinks necessary and all costs and expenses
incurred thereby shall be recoverable forthwith from the Lessee as a debt; 

  

	(14)	To pay and to indemnify the Lessor against Goods and Services Tax or any other taxes levies charges whatsoever chargeable in respect of any yearly rent or any sums payable to the
Lessor or any moneys received or receivable by the Lessor or any moneys paid or costs or expenses incurred by the Lessor or any other matters under or relating to these presents and the Lessee shall pay to the Lessor on demand a sum equivalent to
the amount of such Goods and Services Tax or other taxes levies or charges; 

  
  








 5 
  


	(15)	To pay all charges of the Public Utilities Board and all other relevant competent authorities for the supply of water gas sanitation or electric light or power at any time hereafter
during the said term charged or imposed by the Pubic Utilities Board and all other relevant competent authorities in respect of the said land and the buildings thereon. 


	2.	The area of the said land (hereinafter referred to as “the said area”) shall be subject to Government survey or re-survey. 

  

	(1)	if upon final survey, the said area is found to differ from the final surveyed area within ± 1% of the said area, the final surveyed area will be adopted for the lease of the
said land, but the rent shall not be adjusted. Any rental revision subsequent to the final survey shall be calculated based on the final surveyed area. 

  

	(2)	if the difference between the said area and the final surveyed area exceeds the ±1% margin, the final surveyed area will be adopted for the lease of the said land and:



	 	(a)	if the final surveyed area is greater than the said area, the Lessee shall at the request and absolute discretion of the Lessor pay to the Lessor additional rent for the additional
area; 

  

	 	(b)	if the final surveyed area is less than the said area, the Lessor shall credit the excess rent paid by the Lessee to the account of the Lessee towards payment of the rent.


 The additional rent payable or to be credited in either instance will be computed at the same rate as the rent payable under
the terms of this Lease. 

	3.	To perform, observe and be bound by: 

  

	(1)	the covenants, conditions and powers implied by law in instruments of lease (or to such of them as are not expressly negatived or modified by this instrument or the Memorandum of
Lease hereinafter referred to); and 

  

	(2)	the covenants and conditions set forth in the Memorandum of Lease filed in the Singapore Land Registry and numbered as ML/24 all of which terms and conditions shall form part of
this instrument as if fully set out herein and shall apply hereto insofar as they are not expressly negatived or modified by this Instrument. 

 4. The Lessor further covenants with the Lessee that the Lessor shall at the written request of the Lessee made not less than
twelve (12) months before the expiry of the said term but not earlier than the twenty-second (22nd year of the said term grant to the Lessee a Lease of the said
land for a further term of 30 years (hereinafter referred to as “the further term”) which shall commence from the date immediately following the expiration of the said term on the same terms and conditions and containing like
covenants as are herein contained with the exception of the present covenant for renewal and such variations or modifications as shall be imposed by the Lessor PROVIDED THAT:- 
  
  








 6 
  


	(1)	There be no existing breach(es) or non-observance(s) of any of the covenants and conditions herein contained on the part of the Lessee to be observed or performed;


  

	(2)	The rental payable for the further term shall be as set out hereunder:- 


	 	 (a)
	 The rent for the first year of the further term commencing on the 1st day of June 2018 shall be calculated at the rate based on the market rent of the said land at the commencement of the further term. Thereafter the yearly rent shall be subject
to revision every year commencing on the 1st day of June 2019 to the rate based on the market rent of the said land on the date of each
respective revision but so that the increase shall not exceed 5.5% of the yearly rent for the year immediately preceding the date of revision. In the event the gross plot ratio of the buildings and structures on the said land is less than 1.0, the
Lessor shall be entitled to impose and the Lessee shall pay the Lessor additional yearly rent amounting to 10% of the yearly rent hereby reserved as aforesaid, which additional yearly rent is not however to be taken into account as part of the
yearly rent, so that the increase in yearly rent shall not exceed 5.5% of the yearly rent (excluding additional yearly rent) for each immediately preceding year. 


  

	 	(b)	The market rent in this context shall mean the rent per square metre per annum of the said land excluding the buildings and other structures erected thereon and shall be determined
by the Lessor on or about the dates mentioned herein (and payable retrospectively with effect from the dates mentioned herein if determined after the dates mentioned herein) and the determination of the Lessor as to the market rent shall be final
and conclusive. 

  

	 	 (c)
	 The yearly rent aforesaid shall be paid quarterly in advance without deductions and without demand from the
1st day of June 2018 at the office of the Lessor or such other office as the Lessor may designate. 


  

	 	(d)	Any demise, transfer, assignment or parting of possession of the said land or any part thereof by the Lessee in whatsoever manner within 5 years of the commencement of the
further term will be approved by the Lessor only upon payment by the Lessee of a fee (hereinafter called “the additional fee”) which shall be equivalent to the value of the buildings and there shall also be a full revision of the rental to
the prevailing market rate from the date of assignment and payment of such administrative fee as determined by the Lessor as provided under Clause 1(4) herein contained. The value of the building shall be determined by the Lessor alone and the
Lessor’s assessment shall be final and conclusive and not be subject or open to review by the Lessee. PROVIDED THAT the Lessee shall not be required to pay the additional fee for any demise, transfer, assignment or parting with possession of
the said land or any part thereof by the Lessee in whatsoever manner after the aforesaid 5 years period; 

  
  








 7 
  


	 	(e)	All costs expenses charges legal or otherwise including stamp duty and the Lessor’s legal costs of or connected with the preparation completion and registration of the Lease
for the further term of 30 years shall be borne by the Lessee. 


	(3)	The interest chargeable shall be at the rate of 8.5% per annum or such higher rate as may be determined from time to time by the Lessor in respect of any arrears of rent or
other outstanding sums due and payable under the Lease from the due dates thereof until payment in full is received by the Lessor. 

 5. PROVIDED ALWAYS
THAT if the said rent hereby reserved or any part thereof shall be in arrears for the space of fourteen (14) days next after being payable (whether the same shall have been formally demanded or not) or if any covenant on the part of the Lessee
hereinbefore contained shall not be performed or observed or if the Lessee or other person or persons in whom for the time being the term hereby created shall be vested shall become bankrupt or make an assignment for the benefit of its or their
creditors or enter into an agreement or make any arrangement with its or their creditors for liquidation of its or their debts by composition or otherwise then and in any such case it shall be lawful for the Lessor to impose such penalties as it
deems fit as well as to enter upon and take possession of the said land or any part thereof in the name of the whole and thereupon the term hereby created shall absolutely cease and determine without prejudice to any right of action or remedy of the
Lessor in respect of any antecedent breach of any of the Lessee’s covenants hereinbefore contained. PROVIDED ALWAYS THAT if the said land and the buildings thereon have been assigned by way of mortgage and there should be any breach of the
Lessee’s covenants as aforesaid, the Lessor or the officer authorised as aforesaid shall not enter upon and take possession of the said land and buildings nor shall the term hereby created cease and determine until the Lessor has served upon
the Mortgagee a notice in writing that such breach has occurred and the Mortgagee has failed to remedy such breach within one (1) calendar month from the date of service of such notice. 
 6. Clauses 1(iii), 1(vi), 1(vii)(a), 1(xiv) and Clause 3 of the said Memorandum of Lease ML/24 shall be deleted therefrom and shall not apply to this instrument. 
 7. The Lessee shall pay all costs and fees legal or otherwise including the Lessors’ costs as between solicitor and client in connection with the enforcement of the covenants
and conditions of the Lease. 
 8. The Lessee shall pay all costs disbursements fees and charges legal or otherwise including stamp and/or registration fees in
connection with the preparation of the Lease. 
 DATE OF LEASE 26 September 2000 
  
  








 8 
  

 EXECUTION BY LESSOR  
  

			
	The Common Seal of HOUSING	  	)
	AND DEVELOPMENT BOARD	  	)
	was hereunto affixed in the	  	)
	presence of:-	  	)

  
  

					
		  	 /s/ Quek Sze Swee
	  	
		  	MEMBER Mr Quek Sze Swee	  	
			
		  	 /s/ JACQUELINE LOW LI LING
	  	
	30/10/2000	  	OFFICER JACQUELINE LOW LI LING	  	

 EXECUTION OF LESSEE  
  

			
	The Common Seal of	  	)
	COMPAQ ASIA PTE LTD	  	)
	was hereunto affixed in the	  	)
	presence of:	  	)

  

							
		  	 /s/ Lee Kheng Hock
	  		  	
		  	 DIRECTOR
	  		  	
				
		  	 /s/ EDMUND LEOW
	  		  	
		  	SECRETARY	  		  	

  
  








 9 
  

 CERTIFICATES PURSUANT TO THE RESIDENTIAL PROPERTY ACT AND THE LAND TITLES RULES AND PRACTICE CIRCULARS: 
 I, LYN WEE SOON LI, the solicitor for the Lessee hereby certify that the place of incorporation and registration number allocated by the Registry of Companies to the Lessee
as abovementioned specified in the within instrument have been verified from the Certificate of Incorporation produced and shown to me and are found to be correct. 
 Dated this 26th day of September 2000. 
  

			
	 /s/ Lyn Wee Soon Li
	 	
	LYN WEE SOON LI	 	
	Solicitor for the Lessee	 	


 I, LYN WEE SOON LI, the solicitor for the Lessee hereby certify that according to the information supplied to me
by the Chief Planner within the last 8 weeks, the within land is zoned “Light Industry” and the within land is for industrial use and the specific use approved is for light industrial factory with temporary permission for change of
use of part of the factory area on the 2nd storey of the part 2/part 3-storey light industrial factory to ancillary office. 
 Dated this 26th day of
September 2000. 
  

			
	 /s/ Lyn Wee Soon Li
	 	
	LYN WEE SOON LI	 	
	Solicitor for the Lessee	 	


 CERTIFICATE OF CORRECTNESS 
 I, the Solicitor for the Lessor hereby certify that this instrument is correct for the purposes of the Land Titles Act. 
  

			
	 /s/ Siti Zennifa Rahim
	 	
	Solicitor for the Lessor	 	


 I, the Solicitor for the Lessee hereby certify that this instrument is correct for the purposes of the Land Titles Act.

  

			
	 /s/ Lyn Wee Soon Li
	 	
	LYN WEE SOON LI	 	
	 Solicitor for the Lessee
	 	


  
  







 FOR OFFICIAL USE ONLY 
 

 
 Note: This portion shall be printed or typed on the reverse side of the last page of the application. 
 

 
  
   
  








							
	THE LAND TITLES ACT	 	VL	  	1	  	Ver
		 		  		  	1
		
	VARIATION OF LEASE	 	



 (A) DESCRIPTION OF LAND: 
  

											
	CT (Sub)	  		  		  		 	
	 Vol
	 	 Fol
	  	 MK
	  	 TS
	  	 Lot No
	 	 Property Address

	568	 	35	  	19	  	—	  	1975P	 	Whole
						
		 		  		  		  		 	 1 Yishun Avenue 7
 Singapore
768923


  

					
	(B)	 	REGISTERED LEASE NO:	  	I/33160P
	(C)	 	LESSOR	  	

  

			
	ID/Co. regn no:	  	-
		
	Name:	  	HOUSING AND DEVELOPMENT BOARD
		
	Address:	  	
	 (Within Singapore for
 service of
Notice)
             AND
	  	HDB Centre, 3451 Jalan Bukit Merah, Singapore 159459

  

					
	(D)	 	LESSEE	  	

  

			
	ID/Co. no:	  	19990328IG
		
	Name:	  	AGILENT TECHNOLOGIES SINGAPORE PTE LTD
		
	Address:	  	
	 (Within Singapore for
 service of
Notice)
	  	9 Tenseek Boulevand #09-03 Sontec City Tower 2 Singapore 038969

  
  








 2 
  

 HEREBY AGREE that the terms of the abovementioned Instrument of Lease shall be varied as follows:- 

	 	1.	To delete clause 1(5) of the Lease and substitute with the following: 

 “Not to use or to permit or suffer the said land or any building thereon or any part of the said land and building thereof to be used otherwise than for manufacturing of semiconductor products and components as
well as test and assembly of test and measurement instruments except with the consent in writing of the Lessor and subject to the approval of the competent authority appointed under Section 5 of the Planning Act (Cap. 232). The Lessee shall
confine all activities within the boundary of the said land. For the avoidance of doubt, the Lessee shall not place any articles and goods on the common area outside the boundary of the said land.” 
  

	 	2.	To pay all costs disbursement fees and charges legal or otherwise including the Lessor’s cost in the preparation of this Variation of Lease and any future documents, deeds,
supplementary or collateral or in any way relating to this Lease. 

  

	 	3.	Save as herein varied, the terms of the Lease shall be binding and in full force and effect in all respects. 

  

	(E)	DATE OF VARIATION OF LEASE: 15 January 2002 

  

	(F)	EXECUTION BY LESSOR 

  

					
	The Common Seal of HOUSING	 		  	)
	AND DEVELOPMENT BOARD	 		  	)
	was hereunto affixed in the	 		  	)
	presence of:	 		  	)

  

	
	 /s/ Mr Edmund Koh

	MEMBER Mr Edmund Koh
	
	 /s/ Jacqueline Low Li Ling

	OFFICER JACQUELINE LOW LI LING


  
  








 3 
  


	(G)	EXECUTION BY LESSEE  

  

					
	The Common Seal of AGILENT	 		  	)
	TECHNOLOGIES SINGAPORE	 		  	)
	PTE LTD was hereunto	 		  	)
	affixed in the presence of:	 		  	)

  

	
	 /s/ [ILLEGIBLE]

	DIRECTOR
	
	 /s/ [ILLEGIBLE]

	SECRETARY


  

	(H)	CERTIFICATE OF CORRECTNESS: 

 I, the Solicitor for
the Lessor hereby certify that this instrument is correct for the purposes of the Land Titles Act. and that I have a Practising Certificate issued on 1 April 2001. 
  

					
		 	 /s/ Teh Mui Kim
	 	
		 	TEH MUI KIM	 	
		 	NAME & SIGNATURE OF SOLICITOR FOR THE LESSOR

 I, the Solicitor for the Lessee hereby certify that this
instrument is correct for the purposes of the Land Titles Act and that I have a Practising Certificate issued on 1st April 2001. 
  

					
		 	 /s/ Chai Elsa
	 	
		 	CHAI ELSA	 	
		 	NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE

  
  







 FOR OFFICIAL USE ONLY 
 

 
 Note: This portion shall be printed or typed on the reverse side of the last page of the application.