Exhibit 10.1

 

Tai Yuan Hi-Tech Industrial Park

Factory Lease Agreement

 

This agreement is established between

 

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

 

and

 

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

 

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

 

	
Article 1
    	
 
    	
Rented House

Lessor shall rent   the following house to Lessee:

1.              House Location: 1 house at 6F-1,and 5F-2,   No. 30, Tai-Yuan St., Chu-Pei Li, Chu-Pei City, Hsinchu County

Area: 710.23   pings

2.              Both parties agree to transfer the house   as it is.
    
	
Article 2
    	
 
    	
Rents

1.              Monthly rent shall be NT$562,500,   inclusive of tax.

2.              Rent shall be paid every month, but   Lessee shall draw 12 checks at a time which totally cover one-year rents to   Lessor. The date of issue for a check shall be the first day of the lease   period in every month stipulated in the lease agreement. Lessor shall issue an   invoice to Lessee after a check for paying the monthly rent has cashed. The   rents for the 2nd year shall be paid in the same way; the   checks drawn shall be given to Lessor before the last check, for the last   term of the 1st year, cashes. If any of these checks drawn   by Lessee can not be cashed on time, a penalty fine amounting to 1% of the   monthly rent shall be calculated and paid every day.
    
	
Article 3
    	
 
    	
Guarantee   (Deposit)

Lessee shall be   obliged to submit a guarantee (deposit) in the amount of NT$1,640,000 (equal   to a 3-month rent, inclusive of tax) upon the execution of this agreement. If   Lessee owes any rents or damages, Lessor may deduct such rents or damages   from the guarantee (deposit) first. After expiration of the lease when Lessee   fully vacates the said premises, Lessor shall return the guarantee (deposit)   in full, without any interest payment due, after deducting any fees unpaid by   Lessee.
    
	
Article 4
    	
 
    	
Lease Period

The lease period   shall be for a period of 3 years only, effective from Sep. 1, 2014 to   Aug. 31, 2017. If Lessor wants to rent the house continuously after   expiration of the lease agreement, Lessee has the priority right to rent it   first, but Lessee shall notify Lessor of such intension 3 months before the   lease expiration, and the lease conditions in the next lease agreement shall   be negotiated again.
    
	
Article 5
    	
 
    	
Use of Rented   Property

1.              Lessee shall neither sublet, loan nor   transfer the rental of, nor institute any means that may submit a portion or   the entirety of the house to the usage or facility of a third-person, without   the prior consent of Lessor.
    


 











 

	
 
    	
 
    	
2.              Lessee shall abide by laws and Tai Yuan   Hi-Tech Industrial Park Regulations, and shall not use the house for any   illegal purposes or for storage of dangerous materials that are hazardous to   public safety.

3.              If an interior decoration becomes   necessary, Lessee shall be obliged to obtain the prior consent of Lessor   before effecting such interior decoration; however, Lessee shall be obliged   to ensure that such interior decorating shall not, in anyway, destroy the   original construction of the house or violate any laws. Should any law be   violated because of such decoration, Lessee shall restore to its original   condition; otherwise Lessor may terminate the agreement. When Lessor terminates   this agreement, Lessee shall take back all decorated articles and equipment   and be obliged to restore the house into its original condition on the time   the house is due for return to Lessor. Any damage to a 3rd party shall be compensated by Lessee. If Lessor   suffers loss consequently, Lessee shall compensate and be responsible for all   expenses of Lessor.

4.              Lessee shall have public accident   insurance (Insurance Amount: More than NT$10,000,000 for body injuries per   incident; More than NT$2,000,000 for house loss per incident) and fire legal   responsibility insurance. Should Lessee fail to obtain any of the above   insurance and thus cause any loss to a 3rd party or Lessor, Lessee shall be responsible   for compensation of such loss.
    
	
Article 6
    	
 
    	
Damage and Repair

1.              For any damage or destruction to the   house that is ascribed to Lessee’s responsibility, Lessee shall be held   liable for repair or damages.

2.              For any damage or destruction to the   house that is not ascribed to Lessee’s responsibility, Lessor shall be held   liable for repair. If Lessor fails to repair within the period demanded by   Lessee, Lessee may repair or have a repairperson repair, and repair expenses   shall be paid by Lessor.
    
	
Article 7
    	
 
    	
Expense and Tax
    
	
 
    	
 
    	
1.              House tax and land tax shall be at the   expense of Lessor, whereas, all utility bills, telecommunication expense,   cleaning expense, waste cleaning expense, equipment repair &   maintenance expense, management expense and other necessary expenses to be   paid for using the house shall be at the expense of Lessee.

2.              Lessee shall pay the above-mentioned   expenses on time regardless of whether Lessee uses the house during the lease   period or not.
    
	
Article 8
    	
 
    	
Breach of   Contract & Punishment
    
	
 
    	
 
    	
1.              If Lessee violates the agreement while   using the house and fails to correct or fails to completely correct within 7   days after Lessor’s notification, Lessor may terminate the lease agreement.

2.              If either of the parties violates the   agreement and thus damages the other party’s rights, the violating party   shall compensate the other party for the loss and other relevant expenses.
    


 











 

	
 
    	
 
    	
3.              At the expiration of the lease, except if   Lessor consents to continue the lease of the house, Lessee shall be obliged   to return the house to Lessor, in the spirit of goodwill, fully vacated and   under the same conditions that it was leased. Lessee shall not issue any   cause for denial nor present any protest to such a turnover. In the event   that Lessee shall fail to return the house on time, then Lessor shall demand   the payment of a breach of contract penalty amounting to one-time the amount   of the agreed rent, for the period starting from the day following the   expiration date until the last day that Lessee remains in occupation of the   house.

4.              Should Lessee fail to make the rent   payment for 2 months, Lessor may terminate the lease agreement.

5.              If Lessee violates the agreement while   using the house and fails to correct or fails to completely correct within 7   days after Lessor’s notification, Lessor may terminate the lease agreement.   For any loss or damage, Lessor may ask for compensation.
    
	
Article 9
    	
 
    	
Lease Termination

1.              If one party decides to terminate this   agreement before expiration of the lease, the terminating party shall obtain   the written consent of the other party. If Lessee wants to move out of the   house while lease agreement is still in effect, Lessee shall give a 3 months   written notification to Lessor and pay the amount of a 3-month rent to Lessor   as compensation. If Lessor wants to tack back the rented house earlier before   expiration of the lease, Lessor shall also give Lessee a 3 months written   notification and pay the amount equal to a 3-month rent to Lessee as   compensation.

2.              Lessee shall be obliged to fully vacate   and restore the house into its original condition on the time the house is   due for return to Lessor. At the expiration of this agreement, any furniture,   machine or item that Lessee has failed to take out of the house during the   vacation of the house, shall be regarded as junk or abandoned item, the   settlement of which shall be left to the discretion of Lessor. Any expenses   incurring shall be paid by Lessee or deducted from the guarantee (deposit)   first. Lessee shall make any causes to claim any rights or ask any expense   from Lessor.
    
	
Article 10
    	
 
    	
Notarial Lease   Agreement

1.              Lessor and Lessee shall deal with   notarization of the lease agreement together, and the notarization fee shall   be paid by both parties averagely.

2.              Should Lessee fail to pay rents or any   penalty due to breach of contract, or refuse to vacate and move out of the   house at the expiration of the lease agreement, such payment or moving out   will be enforced according to the law. Should Lessor fail to return the   guarantee (deposit) under the lease agreement, such return will be enforced   according to the law.
    
	
Article 11
    	
 
    	
Jurisdiction

Both parties   agree that for any lawsuit involving the lease agreement, 1st trial court shall be Hsinchu District Court.
    
	
Article 12
    	
 
    	
Other Conditions
    
	
 
    	
 
    	
1.              After being given the house, Lessee shall   pay the expenses stipulated in Article 7 of this lease agreement.

2.              The lease agreement is made in   quadruplicate. Each party shall keep on copy; each of the court and the   office of notary public shall keep one copy.
    


 











 

	
Signed by:
    	
Lessee
    	
GSI Technology   Taiwan , Inc,

(with seal)
    
	
 
    	
Legal   Representative:
    	
Wu, Bor-Tay (with   seal)
    
	
 
    	
Uniform No.:
    	
53292218
    
	
 
    	
Address:
    	
6F-1,   No. 30, Tai-Yuan St., Chu-Pei Li, Chu-Pei City, Hsinchu County
    
	
 
    	
Tel:
    	
(03) 5525345
    
	
 
    	
 
    	
 
    
	
 
    	
Lessor
    	
Tai Yuen Textile   Co., Ltd.

(with seal)
    
	
 
    	
Legal   Representative:
    	
Kenneth, K.T. Yen   (with seal)
    
	
 
    	
Uniform No.:
    	
03516001
    
	
 
    	
Address:
    	
8F, No. 2,   Dun Hua S. Rd., Sec. 2, Taipei City
    
	
 
    	
Tel:
    	
(02) 77132222
    


 

Aug. 22,  2014