DATED 30 JAN 2019 HSBC INSTITUTIONAL TRUST SERVICES (SINGAPORE) LIMITED in its capacity as trustee of AREIT (as Lessor) and GRABTAXI HOLDINGS PTE. LTD. (as Lessee) AGREEMENT TO BUILD AND LEASE in respect of Land Lot provisionally known as PID...

HSBC INSTITUTIONAL TRUST SERVICES (SINGAPORE) LIMITED (in its capacity as Trustee of Ascendas Real Estate Investment Trust), a company incorporated under the laws of Singapore with UEN No. 194900022R, and having its registered address at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇-▇▇ HSBC Building S049320 (the “Lessor”); and

GRABTAXI HOLDINGS PTE. LTD., a company incorporated in Singapore with UEN No. 201316157E and having its registered address at ▇ ▇▇▇▇▇▇▇ ▇▇▇ #▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Lessee”),

Following a request for proposal process conducted by the Lessee, the Lessor has been selected by the Lessee to acquire and purchase a leasehold interest in respect of the Land (as herein defined), and to develop the Building (as herein defined) upon the Land.

The Lessee desires for the Building to be developed upon the Land in accordance with this Agreement to be used by the Lessee in the course of the Lessee’s business, for the Permitted Use (as herein defined).

The Lessor agrees to grant, and the Lessee agrees to take, a lease of the Property, subject to the terms in this document and the terms in the Lease Agreement (as herein defined).

INTERPRETATION

Defined terms

became available to the public other than due to a Party’s unauthorised disclosure;

that at the time of receipt, was already in that Party’s possession or became lawfully available to that Party on a non-confidential basis from a third party entitled to make that disclosure; or

was independently developed by that Party without the benefit of the other Party’s Confidential Information.

exceptionally adverse weather conditions;

damage or disruptions to construction works caused by fire, storm, lightning, high winds, earthquake or incidents relating to aircraft or aerial objects;

war, hostilities (whether war be declared or not), invasion, act of foreign enemies, insurgency, terrorism, civil commotion or riots;

rebellion, revolution, insurrection or military or usurped power or civil war;

industrial action by workmen, strikes, lockouts or embargoes in respect of any of the trades employed upon the construction;

any shortage of labour or construction materials resulting from domestic or foreign government actions, embargoes or regulations; or

island wide disruption of power or water lasting for a continuous period of more than 48 hours.

until the GFA is determined by the registered surveyor engaged by the Lessor, the GFA shall be the Estimated GFA; and

upon determination of the GFA by the registered surveyor, the GFA will be the Surveyed GFA.

(i)     research and development;

the carrying out of software maintenance and use as call centre;

use as fleet support centre for training purposes, carrying out of customer/driver sign-up and customer/driver support activities and other activities relating to support of the fleet support centre (including without limitation customer/driver activation, issues resolution and operation of training team); and

use as an industrial canteen in accordance with the terms of the JTC Letter of Offer; and

all other allowable uses that are approved by JTC and other relevant Authorities.

Statutory provisious

Recitals, schedules, etc.

Each Recital, Schedule and Appendix to this Agreement fonns part of this Agreement.

References in this Agreement to the Parties include their legal personal representatives, successors and permitted assigns.

Meaning of references

words importing one gender import any gender, words importing individuals import body corporates and vice versa, words importing the singular import the plural and vice versa, and words importing the whole include a reference to any part thereof;

references to a person include any individual, firm, body corporate, unincorporated association, govermuent, state or agency of state, association, joint venture or partnership, in each case whether or not having a separate legal personality. References to a company shall be construed to include any company, corporation or other body corporate wherever and howsoever incorporated or established;

references to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning because they are preceded by words indicating a particular class of acts, matters or things;

any reference to “writing” or “written” includes any method of reproducing words or text in a legible form;

references to “S$” are to the lawful currency of the Republic of Singapore;

references to times of the day are to that time in Singapore and references to a day are to a period of twenty-four (24) hours running from midnight to midnight;

references to the Lessor include its successors and pennitted assigns and all persons entitled to possession of the Property at the end of the Lease; and

references to the Lessee include its successors and permitted assigns.

Headings

Consents and approvals

If under this Agreement, an act requires the consent or approval of a Party for any action, that consent or approval must be obtained in writing before starting to take that action, unless that requirement for consent or approval is expressly waived.

A reference to the consent or approval of the Lessor is taken to include, where consent or approval is required under any of the provisions of the JTC Lease Documents, the consent or approval of JTC.

AGREEMENT TO BUILD AND LEASE

Subject to the conditions below, the Lessor agrees with the Lessee as follows:

The Lessor shall acquire from JTC a leasehold interest in respect of the Land for a term of thirty (30) years, at the Lessor’s sole cost and expense. In connection with the acquisition, the Lessor shall accept the JTC Letter of Offer by 8 February 2019 and shall enter into a lease with JTC for the Land on the terms and conditions in the JTC Letter of Offer and the JTC Lease Documents or on such other terms and conditions stipulated by JTC.

The Lessor shall, at the Lessor’s sole cost and expense, design, construct and complete the Project, in accordance with the terms and conditions in this Agreement.

Subject to the terms and conditions in this Agreement and the terms and conditions in the Lease Agreement, the Lessor shall grant the Lessee a lease of the Property and Mechanical and Electrical Equipment for the Term.

Land Application Fee

If this Agreement is terminated for any reason (i) not due to the default of either the Lessor or the Lessee, or (ii) due to the default of both the Lessor and the Lessee, and the Land Application Fee is forfeited by JTC, the Lessee and the Lessor will bear the cost of the Land Application Fee in equal shares. The Lessee will accordingly compensate the Lessor for 50% of the Land Application Fee paid to JTC.

In the event that this Agreement is terminated for any reason due entirely to the Lessee’s default, including but not limited to any breach of the Lessee’s obligations under this Agreement, and the Land Application Fee is forfeited by JTC, the Lessee shall compensate the Lessor for 100% of the Land Application Fee paid to JTC. However, if this Agreement is terminated due entirely to the default of the Lessor, including but not limited to any breach of the Lessor’s obligations under this Agreement, the Lessor will bear the full amount of the Land Application Fee paid to JTC.

In the event that this Agreement is terminated pursuant to this Clause 2.2 (save for the case where this Agreement is terminated due entirely to the Lessee’s default), the Lessor shall return all Security Deposit paid by the Lessee within fourteen (14) Business Days of such termination.

PREMISES

Premises

Permitted Use

The Lessee shall be permitted to use the Property for the Permitted Use.

The Lessor shall:

at its own cost and expense, apply for the requisite approvals from JTC and the relevant Authorities for sub-letting of the Property to the Lessee for the Permitted Use and ensure that such approvals are obtained before the issuance of the TOP; and

at the request of the Lessee, render all necessary assistance to the Lessee in making applications for change of use of the Property from the Permitted Use, such assistance to include without limitation, execution of the relevant letters of authority/consent to facilitate the Lessee’s submission of such applications.

The Lessee shall:

at its own cost and expense, apply for all requisite approvals for the Fitout Works;

pay for all costs incurred in connection with the necessary application by the Lessee for any change of use of the Property including without limitation, any differential premium, development charges and additional property tax (if any) resulting from such change of use of the Property from the Permitted Use;

at the request of the Lessor, provide copies of the approvals referred to in this Clause 3.2(c) to the Lessor (if the Lessor is not already in receipt of the same); and

comply with all terms and conditions imposed by JTC and the relevant Authorities in connection with the approvals referred to in this Clause 3.2    to the extent applicable to the Lessee.

Lease Commencement Date and Term

commence on the Lease Commencement Date;

be for the Term; and

be on the same terms and conditions as those set out in the form oflease agreement at Appendix A to this Agreement (the “Lease Agreement”).

OPTION TO RENEW

(a)    The Lessee will have the option (to be exercised by written notice from the Lessee to the Lessor given no less than twelve (12) months before expiry of the Term) to renew the Lease for the Renewal Term and the renewal shall be subject to the approval of JTC and (if applicable) any other relevant Authorities.

The Renewal Term will:

commence on the date falling immediately after the expiry of the Term;

be for five (5) years;

be on the same terms and conditions as the Lease Agreement except for this option to renew (“Renewal Lease”); and

be for a rent amount determined as follows:

for the first year of the Renewal Term:

if the then Prevailing Market Rent as at the commencement of the Renewal Term is 170% or more of the rent payable for the last year of the Term, the rent for the first year of the Renewal Term shall be at the rate being 80% of such Prevailing Market Rent; and

if the then Prevailing Market Rent as at the commencement of the Renewal Term is less than 170% of the rent payable for the last year of the Term, the rent for the first year of the Renewal Term shall be at such Prevailing Market Rent; and

the rent shall be revised annually on each anniversary date of the lease commencement date of the Renewal Term at an increase of 2.5% per annum on the immediately preceding rent.

The Parties will endeavour to agree on the prevailing market rent on a per square foot basis as at the commencement date of the Renewal Lease (“Prevailing Market Rent”) in respect of the Property.

RENT

Rent-Free Period

Commencement of Proper Rent Payments

The rent (the “Rent”) payable by the Lessee during the Term shall be calculated at the initial rate (“Initial Rate”) of S$2.11 per square foot per month on the GFA of the Building for the first year of the Term.

The Rent shall be revised annually on each anniversary date of the Lease Commencement Date during the Term at an increase rate of 2.5% per annum on the immediately preceding Rent.

Payment of Rent

FLOOR AREA

Estimated floor area

Surveyed floor area

As soon as practicable after the TOP Date, the Lessor shall, at the Lessor’s cost and expense, engage a registered surveyor to carry out a survey of the GFA. The Lessor will notify the Lessee in writing within fourteen (14) days after the Lessor’s receipt of the registered surveyor’s determination of the GFA (such GFA as determined by the registered surveyor shall be called the “Surveyed GFA”).

The Parties agree that the Surveyed GF A shall not be less than 97% of the Estimated GFA or more than 103% of the Estimated GFA.

Adjustments

Upon the determination of the Surveyed GFA by the registered surveyor, there shall be an adjustment in the Rent and the Security Deposit, such adjustment to be determined by reference to the Surveyed GF A and such adjustment shall take effect from the Lease Commencement Date.

Any underpayment in the Rent and the Security Deposit by the Lessee under this Agreement and the Lease Agreement determined by reference to the Surveyed GF A shall be paid by the Lessee to the Lessor, free of interest, within twenty-eight (28) days of the Lessee’s receipt of the Lessor’s written demand.

Any overpayment in the Rent and the Security Deposit by the Lessee under this Agreement and the Lease Agreement determined by reference to the Surveyed GF A shall be paid by the Lessor to the Lessee, free of interest, by way of an offset against the Rent commencing from the first applicable Payment Date (for which Rent is payable in accordance with the Lease Agreement).

LESSEE SECURITY DEPOSIT

The Lessee shall furnish to the Lessor a sum equivalent to six (6) months’ average monthly rent for the Tenn at the rate of S$2.30 per square foot per month computed based on the GFA, as the security deposit (“Security Deposit”) in cash in the following manner:

one (1) month’s rent payable upon or before signing of this Agreement;

two (2) months’ rent payable upon or before commencement of the construction works for the Building (“Construction Commencement Date”) to be notified by the Lessor’s written notice to the Lessee and not less than twenty-eight (28) days prior to such Construction Commencement Date unless otherwise agreed between the Parties; and

remaining three (3) months’ rent payable within three (3) months from the date of commencement of the Construction Commencement Date unless otherwise agreed between the Parties.

Security

Application of Security Deposit

If the Lessee shall commit a breach of any of the provisions of this Agreement, the Lessor shall be entitled but not obliged to apply the Security Deposit or any part thereof in or towards payment of moneys outstanding or making good any breach by the Lessee or to deduct from the Security Deposit the loss or expense to the Lessor occasioned by such breach but without prejudice to any other rights or remedies which the Lessor may be entitled.

If any part of the Security Deposit shall be applied by the Lessor in accordance herewith, the Lessee shall within twenty-eight (28) days’ of the Lessee’s receipt of the Lessor’s written demand deposit with the Lessor in cash the amount set-off by the Lessor from the Security Deposit as replacement of the part or whole of the Security Deposit so applied by the Lessor.

Security Deposit under the Lease Agreement:

BASE SPECIFICATIONS OF THE BUILDING

Building specifications and plans

PROJECT

Design, Development and Construction of Building

The Lessor shall, at its risk, cost and expense:

design, develop and prepare the Detailed Plans and Specifications;

engage or appoint a Main Contractor to develop, construct and complete the Project in accordance with the Base Plans and Specifications, the Detailed Plans and Specifications and all applicable Laws and in accordance with the milestone schedule for completion to be agreed between the Parties subject to the consent of the relevant authorities and JTC;

obtain all necessary permits, approvals, licences and clearances from all relevant Authorities for all matters connected with the design, development, construction and completion of the Building; and

at all times throughout the duration of the Project, take out and keep in force, or ensure that the Main Contractor shall at the Main Contractor’s cost and expense, take out and keep in force, such insurance policies which are required by Law to be taken out or which are typically taken out in line with prevailing industry practice in Singapore for projects of a similar size and nature as the Project (including contractors’ all risks insurance, comprehensive public liability insurance and work injury compensation insurance).

The Lessor shall, during the design review meetings referred to in Clause 9 .2(c) below or at any other time, submit for the Lessee’s review and approval, designs, drawings, plans and specifications prior to their submission of the same to the Authorities and/or the Main Contractor for commencement of construction. The Lessee shall provide its approval and/or comments to the same within such reasonable time as may be mutually agreed between the Parties, and if the Lessee has commented on the same, the Lessor shall consider and take into account such comments and re-submit the designs, drawings, plans and/or specifications to the Lessee for approval after revision, provided always that if the Lessee fails to revert within the said agreed time period, such submissions are deemed accepted by the Lessee and the Lessor may, after giving 14 days’ written notice to the Lessee (or such other reasonable time as may be mutually agreed between the Parties), proceed with the works or design.

Participation by Lessee

supply progress reports to the Lessee (in such form acceptable to the Lessee) on a monthly basis. Should it appear to the Lessee at any time that the actual progress of the works does not conform with the milestone schedule, the Lessee shall be entitled to require the Lessor to produce a revised programme showing such modifications as may be necessary to ensure completion of the works to achieve the milestones set out in Clauses 9.3 and 9.4 below;

make arrangements to facilitate reasonable requests by the Lessee for the inspection of the work site (together with a representative of the Lessor) or measurement of the works at reasonable times after prior notice being given by the Lessee or the Lessee’s consultants to the Lessor for such inspection. During such site visits, the Lessee shall comply and procure the persons entering the work site to comply with all rules, regulations and directions of or imposed by the Lessor and/or the Main Contractor as notified to the Lessee;

schedule design review meetings during the construction period (i) for the purpose of reviewing and carrying out detailed design development for the Project and (ii) to provide the Lessee with updates as to the extent by which the Lessor’s proposals are in compliance with the Base Plans and Specifications. The frequency, duration, number and venue of the reviews shall be as deemed necessary by the Lessor and accepted by the Lessee, provided that such review meetings shall be held at least once every two (2) weeks unless the Lessor determines that a meeting is not necessary provided that the Lessor gives the Lessee Notice in writing (by way of email or otherwise) setting out the reason why such meeting is not necessary. The Lessor shall provide the Lessee with reasonable prior notice of each design review meeting, such notice to be accompanied by all necessary documents and information in order to give the Lessee sufficient time to review such documents and information prior to each design review meeting; and

if, as a result of an inspection, review, measurement or testing jointly undertaken by the Parties, the works or any part thereof are found to be defective or otherwise not in accordance with the Base Plans and Specifications and/or the Detailed Plans and Specifications, the Lessee may reject such works or part thereof by giving notice in writing to the Lessor setting out details of the Lessee’s grounds of objection to such works or part thereof. The Lessor shall then (except in the case of an emergency situation) within fourteen (14) days or such other period as may be mutually agreed between the Parties, make good the defect and ensure that the rejected item(s) complies with the Base Plans and Specifications and/or the Detailed Plans and Specifications.

Estimated Construction Milestones

The commencement of construction of the Building is expected to be in February 2019.

TOP is expected to be obtained by 30 September 2020 subject to any extensions pursuant to this Agreement.

The Lessor shall obtain the CSC in respect of the Building within three (3) years from the date of issuance of the TOP.

TOP and Practical Completion

The Lessor shall achieve Practical Completion for the Property, obtain the TOP and thereafter serve the notice in writing to the Lessee to take possession of the Property (the “Notice to Take Possession”) by not later than 7 October 2020 (the “NTP Deadline”) or, where applicable, by the Extended NTP Deadline.

The Lessor shall be deemed to have delivered possession of the Property (i) on the date on which the Lessee actually takes possession of the Property or (ii) the date falling seven (7) days after the date of the Notice to Take Possession, whichever date is the earlier (such earlier date, the “Possession Date”).

Extended NTP Deadline: Notwithstanding the NTP Deadline in Clause 9.4(a), in the event the Lessor is unable to serve the Notice to Take Possession by the NTP Deadline, the Lessor shall be entitled, by giving written notice to the Lessee (the “NTP Extension Notice”) within seven (7) days after the Lessor has actual knowledge of the need to extend the NTP Deadline and by a date no less than one (1) month prior to the NTP Deadline, to extend the NTP Deadline to a later date (such date, the “Extended NTP Deadline”) in accordance with the provisions of Clause 9.6.

NTP Extension Notice: The NTP Extension Notice shall be accompanied by the relevant certification(s) from the Certifying Party and shall set out (i) the reason for the extension of the NTP Deadline and (ii) the period of extension of the NTP Deadline or the Extended NTP Deadline (as the case may be), as follows:

Reasons for the Extension of the NTP Deadline

Period of extension of the NTP Deadline or the  Extended NTP Deadline
(as the case may be)

Reasons for the Extension of the NTP Deadline

Period of extension of the NTP Deadline or the  Extended NTP Deadline
(as the case may be)

Extended NTP Deadline: For the avoidance of doubt, (i) where any extension periods (or any part(s) thereof) hereinbefore mentioned occur concurrently, such periods (or any part(s) thereof) which occur concurrently shall not be aggregated, and (ii) the Extended NTP Deadline may be further extended under Clause 9.6 due to any of the events prescribed in Clause 9.6 (such further extended deadline also to be called the “Extended NTP Deadline”).

Certifying Party: The Certifying Party shall act impartially and independently and where the Certifying Party is an architect registered under the Architects Act (Chapter 12), shall comply with the Architects Act (Chapter 12) and the Architects (Professional Conduct and Ethics) Rules and the Lessor and/or the Lessee shall not in any way seek to influence or interfere with the Certifying Party’s exercise of its duties under this Clause 9.

Agreed Liquidated Damages: If the Lessor does not hand over possession of the Property to the Lessee by the NTP Deadline or, where applicable, the Extended NTP Deadline, the Lessee shall be entitled to liquidated damages in the form of a rent-free period for the delay equivalent to one (1) day’s rent for each day of the period of delay to commence immediately following the expiry of the Fitting Out Period. The Lessee’s entitlement to such liquidated damages shall not relieve the Lessor from its obligation to complete the Project, or from any other of his duties, obligations and responsibilities under this Agreement. The Lessor waives any and all rights to claim or contend that the liquidated damages imposed under this Clause 9.9 are invalid and/or excessive or otherwise unenforceable as a penalty.

Partial Occupation: If before completion of the whole of the Property, any part thereof has been determined by the Certifying Party as completed, TOP in respect of such part has been obtained and the Lessee, in its absolute discretion, agrees to early occupation or use of such part of the Property, the agreed liquidated damages for delay in Clause 9 .9 shall, for any period of delay after such hand over, be reduced in the proportion of which the GFA of the part of the Building so handed over bears to the GFA of the whole of the Building.

EARLY ACCESS AND FITOUT

Pre-TOP Access

Prior to the date of issuance of the TOP, the Lessee may, by giving notice in writing to the Lessor at least one (1) month prior to the Pre-TOP Access Date, request for access to the Property or any part thereof for the purpose of carrying out the Lessee’s Fitout Works. The Lessor shall permit the Lessee to have such access to the Property prior to the date of issuance of the TOP on a non-exclusive basis on a date to be notified by the Lessor to the Lessee in writing, such access to be granted no later than six (6) months prior to the NTP Deadline or the Extended NTP Deadline (as the case may be), subject to:

(where the nature and extent of the Fitout Works require the approval of the Main Contractor and/or consultants engaged by the Lessor for the Project) the Lessee submitting the plans and layouts for the Fitout Works for approval by the Main Contractor and/or such consultants by a date to be agreed between the Parties;

if the building plans for the Fitout Works are required to be approved by the relevant Authorities, submitting the same to the relevant Authorities for approval by a date to be agreed between the Parties; and

the consent of the Main Contractor being obtained for such pre-TOP access and such reasonable terms and conditions which the Main Contractor may impose in granting its consent. In this regard, the Lessor agrees to assist the Lessee and use best endeavours to procure the consent of the Main Contractor.

The Lessee shall sign and return the acceptance attached to the notice of access issued by Lessor (“Access Notice”) within seven (7) days after the date of the Access Notice. The Lessee shall be deemed to have accepted the licence to access the Property on a non-exclusive basis on:

the date on which the Lessor receives such acceptance duly signed by the Lessee; or

the date falling seven (7) days after the date of the Access Notice, whichever date is the earlier (such date to be herein called the “Pre-TOP Access Date”).

The Lessee’s licence to access the Property on a non-exclusive basis on the pre-TOP Access Date shall be subject to the following terms and conditions:

the Lessee, its servants, agents, contractors, licensees and invitees enter the Property and perform the Fitout Works at its/their own risk, and the Lessor is not responsible to the Lessee or to the Lessee’s servants, agents, contractors, licensees and invitees for any death, injury, loss or damage sustained at or originating from the Property, directly or indirectly caused by, resulting from or in connection with such entry into the Property and/or the performance of the Fitout Works unless such death, injury, loss or damage was caused by or attributable to any act, omission, negligence, misconduct or wilful default of the Lessor and/or the Main Contractor or any of their agents, employees, sub-contractors or invitees;

the Lessee must first agree with the Main Contractor on the use of access routes through the Land and the Building and the Lessor shall provide reasonable assistance in facilitating the Lessee’s arrangements with the Main Contractor, if required;

the Lessee must make the necessary arrangements with the Main Contractor for the use of the electricity, water and other utilities on site, subject to the payment by the Lessee to the Main Contractor of the actual cost incurred by the Main Contractor in respect of such use. The Lessor shall provide reasonable assistance in facilitating the Lessee’s arrangements with the Main Contractor, if required;

the Lessee, its servants, agents, contractors, licensees and invitees must co-ordinate their respective activities with those of the Main Contractor, and comply with all reasonable instructions of the Main Contractor and the Lessor’s consultants so as not to delay the completion of the main building works or the obtaining of the TOP or the CSC. In this respect, the completion of the main building works and the obtaining of the TOP and the CSC shall have priority over the Fitout Works;

each Party acknowledges that on and from the Pre-TOP Access Date, the other Party and its contractors, licensees or invitees will concurrently be undertaking construction works within the Property. Each Party shall (and shall ensure that their respective contractors, licensees or invitees shall) in good faith, take reasonable measures to coordinate their works and cooperate with the other parties on site and shall not damage works carried out by or on behalf of the other Party;

(i) the Lessor and other persons authorised by the Lessor, and (ii) the Main Contractor and other persons authorised by the Main Contractor, may enter the Property to effect or carry out and complete all works which are required by the relevant Authorities or which are considered necessary by the Lessor and/or the Main Contractor for the issuance of the TOP and the CSC;

the Lessee shall not carry out or permit to be carried out any works or activities which may delay or affect the issuance of the TOP. In the event that the issuance of the TOP is rejected or otherwise withheld or delayed as a result of any Fitout Works carried out or caused to be carried out by the Lessee, the Lessor may by notice in writing require the Lessee to rectify the same within a reasonable period. If the Lessee fails to rectify the same within such reasonable period, the Lessor, its workmen and/or agents shall be entitled to enter upon the Property and carry out such works as may be necessary to comply with the requirements of the relevant Authorities in order to obtain the issuance of the TOP. The reasonable cost and expense incurred by the Lessor in respect of such works shall be recoverable from the Lessee as if such cost and expense were rent in arrears provided that the Lessor furnishes to the Lessee documents evidencing such costs and expenses; and

the Lessee must, during the Pre-TOP Access Period:

permit (a) the Lessor and other persons authorised by the Lessor, and (b) the Main Contractor and its contractors, workmen and other persons authorised by the Main Contractor, full access to enter the Property; and

permit the relevant Authorities full access to enter the Property,

Fitout Work Plans

After the date of this Agreement, the Lessee shall use the Lessor’s nominated consultants, contractors and subcontractors, provided that the Lessor makes available details (including but not limited to the identity, proposed fees and scope of works and/or services to be supplied) and involves the Lessee in negotiations and discussions of the terms of engagement prior to the engagement of such consultant, contractor and/or subcontractor in respect of:

structural works;

works involving waterproofing;

works for the Mechanical and Electrical Equipment and air-conditioning systems; and

fire safety systems,

DEFECTS

Notification of Defects: The Lessee shall give the Lessor written notice of any defect in the Property which appears or becomes apparent during the Defects Liability Period (each a “Specified Defect”), the first of such defects list to be furnished after the Possession Date.

Investigation of Defects:

After the Lessor’s receipt of each defects list, the Lessor shall, together with the Lessee, act together in good faith to investigate the Specified Defects listed therein.

Without prejudice to the Lessee’s obligations under the Lease Agreement in respect of repair, maintenance and upkeep of the Property and the Mechanical and Electrical Equipment, the Lessor shall or shall procure that the Main Contractor shall carry out and complete all rectification works in respect of the following, at its own cost and expense:

any Specified Defect; and

any unauthorised deviation of the development of the Building from the Base Plans and Specifications and/or the Detailed Plans and Specifications,

Access:

VARIATIONS TO BASE PLANS AND SPECIFICATIONS

Variations and Omissions:

The Lessor shall not make any amendment or modification to the Base Plans and Specifications, save for such amendment or modification as may be made as a result of:

any requirement of the relevant Authorities in accordance with Clause 12.2 below; or

a proposal or request by the Lessee which is acceded to by the Lessor in writing in accordance with Clause 12.3 below; or

a proposal or request by the Lessor which is acceded to by the Lessee in writing in accordance with Clause 12.7 below.

Authorities Variations:

The Lessor shall, before implementing any omission, additions or modifications to the Base Plans and Specifications which may be required by any of the relevant Authorities (such variations and omissions, the “Authorities Variations”, and each an “Authorities Variation”) notify the Lessee in writing of such Authorities Variations, such written notification from the Lessor shall set out in reasonable detail the nature of the proposed Authorities Variations and implications of the Authorities Variations on (i) the Base Plans and Specifications (ii) the Property and (iii) the NTP Deadline or the Extended NTP Deadline (as the case may be).

The Lessor’s notification shall also be accompanied by a certification from the Certifying Party of the period of delay that the implementation of the Authorities Variations will cause to the issuance of the Notice to Take Possession beyond the NTP Deadline or the Extended NTP Deadline (as the case may be).

The costs of the implementation of the Authorities Variations (including all modifications thereof) shall be borne by the Lessor unless such Authorities Variations (including all modifications thereof) arise directly from any Lessee Variations in which case the Lessee shall be liable for costs of such Authorities Variations in accordance with the provisions of Clause 12.4. Any savings arising from the Authorities Variations (including all modifications thereof) shall accrue to the Lessor unless such Authorities Variations (including modifications thereof) arise directly from any Lessee Variations in which case any savings shall accrue to the Lessee in accordance with the provisions of Clause 12.4.

Lessee Variations:

The Lessee shall seek the written approval of the Lessor (which approval shall not be unreasonably withheld or delayed) to any omission, additions or modifications to the Base Plans and Specifications which may be required by the Lessee (such variations and omissions, the “Lessee Variations”, and each a “Lessee Variation”). Any request by the Lessee for the Lessor’s approval to any Lessee Variations shall set out the nature of the proposed Lessee Variations in reasonable detail.

After the Lessor’s receipt of the Lessee’s notice for any Lessee Variations, the Lessor shall consider, and have discussions with the Lessee on, (without limitation) the additional costs, fees or charges to be incurred by the Lessor or the savings of the Lessor in relation to, or arising from, the implementation of such Lessee Variations, the implications of the Lessee Variations on (i) the Base Plans and Specifications (ii) the Property and (iii) the period of delay that the implementation of such Lessee Variations will cause to the issuance of the Notice to Take Possession beyond the NTP Deadline or the Extended NTP Deadline (as the case may be).

All costs arising from the Lessee Variations shall be borne by the Lessee and any savings arising from the Lessee Variations shall accrue to the Lessee and shall be dealt with in accordance with the provisions of Clause 12.4.

The additional costs, fees or charges referred to in Clause 12.2 and this Clause 12.3 in respect of any Authorities Variations or Lessee Variations payable by the Lessee shall be called the “Variation Costs” and the savings from any Authorities Variations or Lessee Variations payable to the Lessee shall be called the “Variation Savings”.

Payment of Variation Costs:

On the date falling six (6) months prior to the NTP Deadline or the Extended NTP Deadline (as the case may be) (the “VO Stage 1 Finalisation Date”), the Parties shall determine the net financial position (the “NFP”) between the Lessor and the Lessee after taking into account all Variation Costs and the Variation Savings (both as certified by the Quantity Surveyor) up to the VO Stage 1 Finalisation Date.

Where:

the NFP is a positive amount (i.e. there is an amount payable by the Lessee to the Lessor), such amount (the “Lessee Payment”) shall be dealt with, or paid to, the Lessor by the Lessee in accordance with the provisions of Clauses 12.4.3 to 12.4.5; and

the NFP is a negative amount (i.e. there is an amount payable by the Lessor to the Lessee), such amount (the “Lessor Payment”) shall be dealt with in accordance with the provisions of Clause 12.4.6.

The Lessee may elect to pay the Lessee Payment either by way of additional monthly rent or as a lump sum. The Lessee’s election of the mode of payment of the Lessee Payment must be made and notice thereof given to the Lessor no later than twenty-eight (28) days prior to the NTP Deadline or the Extended NTP Deadline (as the case may be).

If the Lessee elects to pay for the Lessee Payment by way of additional monthly rent, with effect from the first applicable Payment Date (for which Rent is payable in accordance with the Lease Agreement), such additional monthly rent shall be paid by way of an increase in the Initial Rate by a rate per square foot per month computed based on the rate of S$0.00000002568 per square foot of the GFA per month for every S$1 of the total amount of Lessee Payment. The Lessee shall pay any additional stamp duty payable as a result of any such increase in the Rent.

If the Lessee elects to pay the Lessee Payment by way of a lump sum payment to the Lessor, the Lessee must pay the Lessee Payment within twenty-eight (28) days after the date of issuance of the Notice to Take Possession provided that the Lessee is given no less than twenty-eight (28) days’ notice for the payment of such Lessee Payment.

The Lessor Payment shall be dealt with by way of decrease in the monthly rent with effect from the first applicable Payment Date (for which Rent is payable in accordance with the Lease Agreement), such decrease in the monthly rent by way of a decrease in the Initial Rate by a rate per square foot per month computed based on S$0.0000000116 per square foot of the GFA per month for every S$1 of the total amount of Lessor Payment.

Reconciliation:

After all Variation Costs and/or Variation Savings (which may, for the avoidance of doubt, include any subsequent adjustments to the Variation Costs and/or Variation Savings after the VO Stage 1 Finalisation Date), as certified by the Quantity Surveyor, are finalised and the actual NFP is determined by the Parties (“Final NFP”), there shall be a reconciliation of the NFP between the Lessor and the Lessee after taking into account the finalised amount of all Variation Costs and all Variation Savings.

If the Final NFP is different from the NFP originally determined under Clause 12.4.1 (“Initial NFP”), the following provisions shall apply:

where the Final NFP is a positive amount and where the Lessee had elected to make payment of the Lessee Payment by way of: (i) a lump sum payment pursuant to Clause 12.4.5), such additional amount shall be paid by the Lessee to the Lessor within twenty-eight (28) days after the date of the Lessor’s demand for payment, or (ii) additional monthly rent pursuant to Clause 12.4.4, such additional amount shall be paid by way of an increase in the applicable rate of Rent by a rate per square foot per month computed based on the rate of S$0.00000002568 per square foot of the GF A per month for every S$1 of such additional amount payable by the Lessee to the Lessor with effect from the first applicable Payment Date (for which Rent is payable in accordance with the Lease Agreement). The Lessee shall pay any additional stamp duty payable as a result of any such increase in the Rent; and

where the Final NFP is a negative amount, the amount to be paid by the Lessor to the Lessee shall be dealt with by way of a decrease in the monthly rent payable by way of a decrease in the applicable rate of Rent by a rate per square foot per month computed based on S$0.0000000116 per square foot of the GFA per month for every S$1 of such amount to be paid by the Lessor to the Lessee with effect from the first applicable Payment Date (for which Rent is payable in accordance with the Lease Agreement).

In the event that the Final NFP is an amount in excess of the Initial NFP such that the amount of Rent calculated on the Initial NFP (based on the applicable rate of Rent as determined in accordance with Clause 12.4) is less than the amount of Rent calculated on the Final NFP (based on the applicable rate of Rent as determined in accordance with Clause 12.5.2), resulting in a shortfall of Rent payable to the Lessor during the period prior to the reconciliation (“Reconciliation Period”), the Lessee shall pay to the Lessor an amount equivalent to the said shortfall of Rent by way of a lump sum within twenty-eight (28) days after the date of the Lessor’s demand for payment.

In the event that the Final NFP is an amount less than the Initial NFP such that the amount of Rent calculated on the Initial NFP (based on the applicable rate of Rent as determined in accordance with Clause 12.4) is greater than the amount of Rent calculated on the Final NFP (based on the applicable rate of Rent as determined in accordance with Clause 12.5.2), resulting in overpayment of Rent paid to the Lessor during the Reconciliation Period, the Lessor shall repay to the Lessee an amount equivalent to the said excess amount of Rent paid by way of set-off of such amount from the Rent commencing from the first Payment Date (for which Rent is payable in accordance with the Lease Agreement) immediately after the reconciliation, and if such Payment Date is less than twenty-eight (28) days after the reconciliation, the set-off shall commence from the next Payment Date (for which Rent is payable in accordance with the Lease Agreement).

Payments: Notwithstanding the aforesaid, the Parties hereby agree that:

where the NFP is a positive amount, the aggregate of all payments to be paid by the Lessee to the Lessor (by way of additional monthly rent or as a lump sum) shall not in any event exceed S$3,000,000;

where the NFP is a negative amount, the aggregate of all payments to be paid by the Lessor to the Lessee (by way of reduction in the monthly rent) shall not in any event exceed S$3,000,000; and

in the event the Lessor Payment or Lessee Payment is more than S$3,000,000, such amount in excess of S$3,000,000 shall be dealt with in the manner as may be mutually agreed between the Parties.

Lessor Variations:

The Lessor shall seek the written approval of the Lessee (which approval shall not be unreasonably withheld or delayed) to any omission, additions or modifications to the Base Plans and Specifications which may be required by the Lessor (such variations and omissions, the “Lessor Variations”, and each a “Lessor Variation”).

Any request by the Lessor for the Lessee’s approval to any Lessor Variations shall set out in reasonable detail the nature of the proposed Lessor Variations and implications of the Lessor Variations on (i) the Base Plans and Specifications (ii) the Property and (iii) the NTP Deadline and the Extended NTP Deadline (as the case may be). Such request for approval shall also be accompanied by a certification from the Certifying Party of the period of delay that the implementation of the Lessor Variations will cause to the issuance of the Notice to Take Possession beyond the NTP Deadline and the Extended NTP Deadline (whichever is applicable).

The Lessee shall notify the Lessor in writing of its approval and/or comments to all or some of the Lessor Variations within thirty (30) days ( or such other longer period as may be mutually agreed between the Parties having regard to the extent and nature of the requested Lessor Variations) after the Lessee’s receipt of the Lessor’s written request for approval.

All costs arising from the Lessor Variations shall be borne by the Lessor and any savings arising from the Lessor Variations shall accrue to the Lessor.

SIGNAGE RIGHTS

Lessee’s signage rights

The Lessee shall have the right to install three (3) signage at the Building, at location(s) to be mutually agreed by the Parties in good faith where the installation of signage at such location(s) is technically feasible. The Lessee’s right to install the signage is subject to the Lessee’s compliance with all applicable laws and regulations, including but not limited to obtaining the required approvals from JTC and (if applicable) other relevant Authorities. The Lessee shall furnish to the Lessor copies of all the necessary required approvals in respect of the Lessee Signage.

The Lessor shall bear all reasonable costs and expenses related to the installation of each of the Lessee’s signage where such signage is to be installed before the Possession Date. The Lessee shall be responsible for the production of the Lessee’s signage and maintenance and the taking up of the necessary insurance in respect of the Lessee’s signage at the Lessee’s cost and expense.

The Lessor shall have the right to install one (1) signage of the relevant entity within the Ascendas Singbridge Group including Ascendas Real Estate Investment Trust (“A-REIT”) at each of Tower 1 and Tower 2, the size and locations of which are to be mutually agreed between the Parties in writing.

WARRANTIES

The Lessor shall ensure that all warranties in respect of the Building and the Mechanical and Electrical Equipment (“Warranties” and “Warranty”) issued by the Main Contractor are to the benefit of the Lessor and the Lessee jointly and severally, such Warranties to include without limitation the warranties set out in the list of warranties annexed in Appendix B.

If any of the Warranties is not issued in name of the Lessee, the Lessor shall, at the Lessee’s request (acting reasonably), enforce the Warranties against the relevant contractor, manufacturer or supplier and require them to carry out the relevant maintenance, repair, servicing or replacement works covered under such Warranty.

HEAD LEASE DOCUMENTS

Grant of JTC Lease

The Lessee acknowledges that the grant of the JTC Lease is subject to fulfilment of the fixed investment criteria on the Land and the Building by both Parties of the following amounts:

the Lessor developing the Land to a minimum plot ratio of not less than 3.7 but not more than 3.7 and in accordance with the Urban Design Guidelines and Estate Owner’s Terms and Conditions (referred to in the JTC Letter of Offer); and

the Lessee fulfilling the declared investment on plant and machinery in the Property of at least S$450,503,000 (“Declared Investment”) by 7 April 2022 (“Stipulated Date”). The Lessee agrees that it shall solely be responsible in satisfying the Declared Investment by the Stipulated Date.

The Lessee shall submit evidence (satisfactory to JTC) at the Lessee’s cost to the Lessor and JTC, an independent auditor’s report, by 7 October 2022 showing that it has fulfilled and complied with the Declared Investment.

Subject to Clause 15.1.4, in the event that the Lessee fails to satisfy the Declared Investment by the Stipulated Date for any reason whatsoever resulting in JTC either reducing the lease term offered or granted to the Lessor under the JTC Lease Documents or the Lessor re-entering and taking possession of the Land, then the Lessee shall be liable to the Lessor for damages incurred for reduction of the lease term of the JTC Lease or damages incurred in the event of re-entry and possession by JTC, as the case may be to the extent caused by the Lessee’s failure to satisfy the Declared Investment.

Each Party shall indemnify the other Party and hold the Other Party harmless from and against any and all losses, damages, claims, demands, proceedings, actions, costs, expenses interest and penalties suffered or incurred by such other Party arising from any failure or delay on the part of the first Party in complying with its respective obligations under this Clause 15 provided that each Party’s indemnity shall not render such Party liable to indemnify the other Party in respect of an special or indirect losses suffered or incurred by such other Party.

EXECUTION AND TERMS OF LEASE AGREEMENT

Execution of Lease Agreement: The Lessee shall execute the Lease Agreement (in duplicate) concurrently with the Lessee’s execution of this Agreement. The Lease Agreement (in duplicate) shall be executed by the Lessee in escrow and held by the Lessor’s solicitors pending the issuance of the TOP for the Property until the date of perfection of the Lease Agreement.

Grant of Lease: Upon the issuance of the TOP for the Property and achieving Practical Completion, the Lessor shall grant to the Lessee and the Lessee hereby agrees to take a lease of the Property on the terms and subject to the conditions set out in the Lease Agreement. The Lease Agreement shall be dated such date as may be mutually agreed between Parties in writing. The Lessor shall furnish the Lessee’s copy of the Lease Agreement to the Lessee immediately after the date of the Lease Agreement.

make such variations to the Lease Agreement only as may be required by changes in Law and JTC’s policies and requirements provided that such variations have been mutually agreed between Parties in writing and to the extent that the variations accurately reflect the changes in Law and JTC’s policies and requirements;

make such additions or modifications to the Lease Agreement or the plans to be annexed to the Lease Agreement as may be reasonably required to properly describe the Property as eventually designed and constructed if such final design or constructed form is binding on the Lessee under the terms of this Agreement or has been accepted by the Lessee in writing or as the Property may eventually be named or numbered;

make such variations as may be required to incorporate the Surveyed GFA (which has been determined by the registered surveyor engaged by the Lessor pursuant to Clause 6.2) as the Lease Area in the Lease Agreement which is to be used to calculate the Rent and the Security Deposit under the Lease Agreement; and

make such additions to the Lease Agreement in order to complete the dates and other particulars in the Lease Agreement (including, without limitation, the Rent and the Security Deposit which has been calculated based on the Estimated GF A).

RIGHTS AND OBLIGATIONS OF THE PARTIES:

Subject to Parties compliance with the terms set out in Clause 16, from the Lease Commencement Date until the date of perfection of the Lease Agreement:

the terms of the Lease Agreement will apply and be binding on the Parties as though they had been incorporated in this Agreement;

the Parties must comply with their respective obligations m the Lease Agreement;

the Lessor may use any available remedy under the Lease Agreement for a breach of obligation by the Lessee as if the Lease had been granted;

the Lessee may use any available remedy under the Lease Agreement for a breach of obligation by the Lessor as if the Lease had been granted; and

the Lessee must make all payments in the same manner and at the same times as if the Lease had been granted.

For the purposes of this Clause 17, the “date of perfection” of the Lease Agreement means:

the date on which the Lease Agreement has been executed by both Parties; or

the date of the Lease Agreement,

date is the later.

COSTS

The Lessee shall be responsible for the stamp duty for this Agreement and (if applicable) Lease Agreement (including adjudication fees).

Each Party is responsible for its own legal, accountancy and other costs, charges and expenses incurred connected with the negotiation, preparation and implementation of this Agreement.

All applicable goods and services tax on payments payable by the Lessee under this Agreement and Lease Agreement shall be borne by the Lessee.

The Lessee shall pay or indemnify the Lessor (on a full indemnity basis) against all reasonable legal costs and fees incurred by the Lessor in consulting solicitors in connection with the enforcement of any provision of this Agreement.

ASSIGNMENT BY LESSOR

No Assignment by Lessor:

At any time after the date of issuance of CSC for the Building, the Lessor may sell, transfer, assign, novate or dispose of the whole of the Property and/or the Lessor’s interest under this Agreement and the Lease Agreement to other third parties provided that the Lessor has given written notification to the Lessee of such sale, transfer, assigmnent, novation or disposal.

In the event that the Lessor sells, transfers, assigns, novates or disposes of the whole of the Property and/or the Lessor’s interest under this Agreement to a third party (the “Transferee”) in accordance with this Clause 19, the Lessor shall procure that the Transferee assumes all the obligations of the Lessor under this Agreement and the Lease Agreement (whether by way of a novation or otherwise). The terms of the novation agreement or other agreement (whichever is applicable) in respect of the Transferee’s assumption of the Lessor’s obligations under this Agreement and the Lease Agreement shall provide for continuity in the undertaking, performance and completion of the Lessor’s obligations by the Transferee.

In addition to the aforesaid, any such sale, transfer, assigmnent, novation or disposal by the Lessor shall be subject to the prior written approval of JTC and (if applicable) other relevant Authorities as well as the Lessor’s compliance with tenns and conditions as may be imposed by JTC and such other relevant Authorities.

ASSIGNMENT BY LESSEE

TERMINATION BY EITHER PARTY

Either Party may terminate this Agreement by giving notice in writing to the other Party if an event of insolvency occurs in respect of the other Party.

The termination of this Agreement under this Clause 21 shall not affect:

the terminating Party’s rights and remedies against the other Party for any ▇▇▇▇, damages, cost or expenses arising from or in connection with such termination; and

the terminating Party’s rights against the other Party for antecedent breaches of this Agreement.

The phrase “an event of insolvency” as used in this Agreement, includes:

inability of a Party to pay its debts as and when they fall due;

any distress or execution being levied on a Party’s property and such Party has not commenced proceedings for the withdrawal or setting aside of such distress or execution proceedings within thirty (30) days of such action;

presentation of an application (except for the purpose of amalgamation or reconstruction when solvent) for the winding up of a Party;

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 a Party;

presentation of an application for the judicial management of a Party;

making of a proposal by a Party to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs; and

the appointment of a receiver, receiver and manager, or provisional liquidator in respect of a Party or any of its property or assets.

In the event that this Agreement is terminated due to an event of insolvency in respect of the Lessor, the Lessor shall return all Security Deposit paid by the Lessee (subject to such deductions allowed under this Agreement) within fourteen (14) Business Days of the date of the Lessee’s written notice of termination to the Lessor.

CONFIDENTIALITY

Each Party undertakes to keep the Confidential Information of the other Party confidential and that it will not, and will procure that its officers, employees, agents, contractors, subcontractors and advisors will not, at any time, disclose, or permit to be disclosed, to any third party, the terms of this Agreement, all communications, negotiations, discussions, and correspondence between the Parties, or any matter or information, relating to this Agreement or the subject matter thereof until the expiry of one (1) year from the date of expiry or earlier determination of the Term.

Clause 22.1 shall not apply to disclosure of any matter or information:

which the disclosing Party can reasonably demonstrate is in the public domain through no fault of its own;

required by law, pursuant to a court order or by any recognised stock exchange or governmental or other regulatory body, in respect of which the disclosing Party shall, if legally permitted and practicable, supply in advance a copy of the required disclosure to the other Party and incorporate any additions or amendments reasonably requested by the other Party;

disclosed by either of the Parties to its respective directors, officers, trustees, bankers, financial advisors, consultants, licensed valuers, partners and/or employees and to any legal or other professional adviser to any Party for the purposes of obtaining advice or assistance in connection with rights or obligations under this Agreement;

which is required to be disclosed pursuant to any legal process issued by any court or tribunal in Singapore;

to any assignee or transferee or mortgagee of either Party and their respective trustees, officers, employees, bankers, financial advisors, consultants, licensed valuers and legal or other advisors;

which is required to be disclosed to the holding company of either Party and/or either Party’s branches or related corporations (as defined under the Companies Act (Chapter 50 of Singapore)); or

to which the other Party has consented in writing.

GOODS AND SERVICES TAX

Any sums payable by either Party (“Paying Party”) under this Agreement shall, as between the Parties, be exclusive of any applicable GST which may from time to time be imposed or charged (including any subsequent revisions thereto) by the tax Authorities on or calculated by reference to the amount of such sums payable by the Paying Party (or any part thereof) and the Paying Party shall pay all such GST or reimburse the other Party (“Receiving Party”) for the payment of such GST, as the case may be, in such manner and within such period as to comply or enable the Receiving Party to comply with any applicable orders or directives of such Authorities and the Law provided that the Receiving Party had furnished the relevant tax invoice to the Paying Party for such GST payable.

The rights of the Lessor under this Clause 23 shall be in addition and without prejudice to any other rights or powers of the Lessor under any applicable order or directive of the Authorities or any Law, to recover from the Lessee the amount of such GST which may be or is to be paid or borne by the Lessor. The Lessee shall indemnify and hold harmless the Lessor from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessor resulting from any failure or delay on the part of the Lessee in the payment and discharge of any such GST, provided that the Lessor has furnished to the Lessee the relevant tax invoice for such GST payable as soon as practicable and the Lessee is given no less than twenty-eight (28) days for payment of such GST.

The rights of the Lessee under this Clause 23 shall be in addition and without prejudice to the rights or powers of the Lessee under any applicable order or directive of the Authorities or any Law, to recover from the Lessor the amount of such GST which may be or is to be paid or borne by the Lessee. The Lessor shall indemnify and hold harmless the Lessee from any losses, damages, claims, demands, proceedings, actions, costs, expenses, interests and penalties suffered or incurred by the Lessee resulting from any failure or delay on the part of the Lessor in the payment and discharge of any such GST, provided that the Lessee has furnished to the Lessor the relevant tax invoice for such GST payable as soon as practicable and the Lessor is given no less than twenty-eight (28) days for payment of such GST.

NOTICES

Any notice, demand or other communication (“Notice”) to be given by a Party under, or in connection with, this Agreement, shall be in writing and be signed by or on behalf of the Party giving it.

Notices shall be served by email (except in the event of service of legal proceedings), registered mail, or delivering it by hand to the address set out in Clause 24.3 and in each case marked for the attention of the relevant Party set out in Clause 24.3 (or as otherwise notified from time to time in accordance with the provisions of Clause 24.4).

Notice details for the purpose of this Clause 24 are as follows:

Lessor

Lessee

A Party may notify the other Party of a change to the relevant addressee, address or email address for the purposes of this Clause 24, provided that such notice shall only be effective on:

the date specified in the notice as the date on which the change is to take place; or

if no date is specified or the date specified is less than five (5) Business Days after the date on which notice is given, the date following five (5) Business Days after notice of any change has been given.

Any notice will be treated as served:

for notice given by hand, immediately on the day which it is hand-delivered;

for notice by registered post, forty-eight (48) hours after posting and proving it, and it will be adequate to show evidence that the notice has been sent by registered post; and

for notice sent by email, immediately at the time of transmission if it can be proved that the email was properly addressed and sent.

DISPUTE RESOLUTION

If any dispute arises out of or in connection with this Agreement (including any question regarding its existence, validity or termination) (the “Dispute”), the Parties must co-operate with each other in good faith to promptly resolve the Dispute in a professional manner, without malice. The Parties will assist each other and take all reasonable steps necessary to efficiently conclude or resolve the Dispute so that each Party can derive the full benefit of this Agreement.

Any Dispute which cannot be resolved in accordance with Clause 25.1 shall be referred to and finally resolved by arbitration administered by the SIAC in accordance with the SIAC Rules for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English.

Nothing in this Agreement prevents a Party from resorting to judicial proceedings for the limited purpose of seeking urgent interlocutory relief. Irrespective of any such judicial proceedings, the Parties shall continue to participate in resolution of Disputes in accordance with the above.

Dispute resolution pursuant to this Agreement will be confidential under the terms of this Agreement.

GOVERNING LAW AND SUBMISSION TO JURISDICTION

This Agreement, including its construction, validity and performance and all non-contractual obligations arising from or connected with this Agreement shall be governed by the laws of Singapore.

MISCELLANEOUS

Contracts (Rights of Third Parties) Act (Chapter 53B)

Variation and Waiver

No variation or waiver of any provision or condition of this Agreement is effective unless it is written and signed by or on behalf of each Party (or, in the case of a waiver, by or on behalf of the Party issuing the waiver).

Unless expressly agreed, no variation or waiver of any provision or condition of this Agreement constitutes a general variation or waiver of any provision or condition of this Agreement, nor does it affect any right, obligation or liability under or pursuant to this Agreement which has accrued up to the date of the variation or waiver, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except for to the extent that they are varied or waived.

Entire Agreement

Non-Merger

Independent Contractors (No Principal-Agency or Employee Relationship)

This Agreement does not create a partnership or joint venture between the Parties. Each Party is an independent contractor, has no authority to bind the other Party, and is solely responsible for its respective officers, employees, contractors, subcontractors and agents.

There is no employer-employee relationship between the Parties, nor between a Party and the officers or employees of the other Party. The Lessor must comply with its obligations to its employees and contractors in accordance with applicable Laws, rules and regulations. The Lessee is no way responsible and shall not be liable for non-compliance by the Lessor with requirements under applicable Laws, rules and regulations and the Lessor holds the Lessee free and harmless from any responsibility whatsoever arising from a non-compliance.

Severability

Further assurance

Counterparts

LESSOR’S LIABILITY

Notwithstanding any provision to the contrary in this Agreement, the Parties agree and acknowledge that HSBC Institutional Trust Services (Singapore) Limited (“HSBCITS”) has entered into this Agreement only in its capacity as the trustee of the AREIT and not in its personal capacity and all references to the “Lessor” in this Agreement shall be construed accordingly. Accordingly, notwithstanding any provision to the contrary in this Agreement, HSBCITS has assumed all obligations under this Agreement only in its capacity as the trustee of the AREIT and not in its personal capacity and any liability of or warranty, representation, covenant, undertaking or indemnity given by the Lessor under this Agreement is given by HSBCITS in its capacity as trustee of the AREIT and not in its personal capacity and any power and/or right conferred on any receiver, attorney, agent and/or delegate under this Agreement is limited to the assets of or held on trust for the AREIT over which HSBCITS in its capacity as trustee of the AREIT has recourse and shall not extend to any personal or other assets of HSBCITS or any assets held by HSBCITS as the trustee of any trust (other than for the AREIT). Any obligation, matter, act, action or thing required to be done, performed, or undertaken or any covenant, representation, warranty or undertaking given by the Lessor under this Agreement shall only be in connection with the matters relating to AREIT and shall not extend to the obligations of HSBCITS in respect of any other trust or real estate investment trust of which it is trustee.

Notwithstanding any provision to the contrary in this Agreement, it is hereby acknowledged and agreed that the obligations of the Lessor under this Agreement will be solely the corporate obligations of HSBCITS and that none of the Parties shall have any recourse against the shareholders, directors, officers or employees of HSBCITS for any claims, losses, damages, liabilities or other obligations whatsoever in connection with any of the transactions contemplated by the provisions of this Agreement.

For the avoidance of doubt, any legal action or proceedings commenced against the Lessor whether in Singapore or elsewhere pursuant to this Agreement shall be brought against HSBCITS in its capacity as trustee of the AREIT and not in its personal capacity.

This Clause 28 shall survive the termination or rescission of this Agreement.

The provisions of this Clause 28 shall apply, mutatis mutandis, to any notices, certificates or other documents which the Lessor issues under or pursuant to this Agreement as if expressly set out in such notice, certificate or document.

Building

i. Office (10 m² /person)

ii. Sky terraces/ Canteen/ Multi-purpose hall (1.5 m² /person)

6.0 m (Storey to Storey)

Clear Ceiling Height: To comply with authorities’ requirement

3.5 m (Storey to Storey)

Clear Ceiling Height: To comply with authorities’ requirement

•   Main Lobby

•   Tenanted Space

•   Common Corridor

•   Lobby

•   Tenanted Space (with raised floor)

•   Comdmon Corridor

1.  Basement 2

a.   Carpark / Driveway /Ramp

2.  Basement 1

a.   Carpark / Driveway/ Ramp

b.  M&E Plant Rooms

3.  1^st Storey

a.   Lobby/ Office

b.  Driveway / Ramp

c.   M&E Plant Rooms

d.  Fire Engine Access

e.   Electrical substation

4.  2nd Storey

a.   Driver Centre

b.  Multi- Purpose Hall

c.   Lobby / Office

d.  M&E Plant Rooms

5.  3rd Storey

a.   Lobby / Office

b.  Sky Garden

c.   Link Bridge

d.  M&E Plant Rooms

6.  4^th Storey

a.   Kitchen / Canteen

b.  Lobby/ Office

c.   Sky Garden

d.  M&E Plant Rooms

7.  5^th Storey

a.   Lobby / Office

b.  M&E Plant Rooms

8.  Typical Floor (6-9^th Storey)

a.   Lobby / Office

b.  M&E Plant Rooms

9.  Roof

a.   Roof

M&E Services

•   Electrical Load Provision of 25W/sqm (Lighting : 9W/sqm, Power : 16W/sqm) for all tenanted space.

•   Direct 22kV supply from the PowerGrid’s sub-station shall be fed to one (1) no. Consumer HT Main Switchboard located at Basement 1 with master/sub-metering arrangement. The Consumer HT Main Switchboard shall be designed to receive two (2) nos. Incoming feeders from PowerGrid’s substation.

•   Three (3) nos. of Dry-Type transformers (3.25 MVA each; i.e. 2N+1 with overall MD at 6.5MVA) are provided; both taking 22KV supply from the Consumer HT Main Switchboard and stepping it down to 415 volts before feeding them to the LT Main Switchboard.

•   The LT Main Switchboard receives 415 volts supply from both transformers and distributes power throughout the building. Landlord and tenant supplies are provided via separate risers. Located adjacent to the LT Main Switchboard is the Emergency Main Switchboard which takes normal supply from the Main Switchboard and emergency supply from the generator. The Emergency Main Switchboard distributes power to all systems in the building that are required by code to operate during a power failure.

•   To supply and install the necessary sub-main cable from the riser to office units. Fully insulated copper busducts complete with integral earth and separate dedicated earthing for the complete full length of each set of busducts; for the distribution of tenant sub-mains from the risers; and etc shown in Specifications / Schematic Design Intent Specifications. The rest of the sub-mains to mechanical equipment and owner’s general lighting and power shall utilize cables in the risers complete with tap off units.

•   Meter Panels, Tenants’ Sub-Meter Panels, DBs shall be provided.

•   Wiring for light fittings at common corridors and basement car park, shall be connected to alternate BMS time schedule circuits to conserve electricity, lighting at toilets to be linked to motion detectors for the same purpose. At least one (1) light circuitry for each toilet to be controlled by BMS time schedule to ensure that there is always some light in the toilet at all times.

•   One (1) set of automatic mains failure diesel generator with capacity of 1000KVA be installed to cater for the operational requirements of emergency/essential services for the entire building in compliance with local Fire Safety and Shelter Bureau’s requirements.

•   Provision of emergency generator for E-Source for Server room.

•   Emergency lighting comprising LED type luminaries with battery pack and exit signs shall be provided to comply with SS CP 563:2010 and Fire Safety and Shelter Bureau requirements.

•   Lighting level specification (to comply with SS531:2006)

•   Office space – 500 lux average

•   Entrance Hall/Lobby/Circulation – 100 lux average

•   Toilets – 150 lux average

•   Pedestrian Passageway – 30 lux average

•   Car park – 75 lux average

•   Loading/unloading bay – 150 lux average

•   Landscape lights – 20 lux average

•   Bollard/pole lights – 30 lux average

•   External areas (including terraces and external driveway) other than above items – 30 lux average

•   Building Façade Lighting with conceal weatherproof LED strip lighting complete with BMS timer control (colour rendering / temperature to Employer / Architect’s acceptance).

•   Power supplies complete with BMS timer control to Building Corporate Illuminated Signages.

•   Public Address and Emergency Voice Communication system will be provided to comply with Fire Safety & Shelter Bureau requirements (spare channels to be catered for, on every floor).

•   Infra-structure for Telephone/CATV distribution system shall be designed in accordance to IMDA COPIF:2018 Code of Practice for Info-Communications Facilities in Buildings. Telephone distribution system shall comprise a MDF room at Basement 1 with lead-in pipes and MCT, cable ladders and trays from MDF room to respective Telecom risers.

•   Data/Telecommunications cablings to Tenant’s premises to be provided by respective Tenants appointed Services Providers. Cable Containment from respective riser ducts to respective tenant’s premises shall be provided in accordance to IMDA COPIF: 2018.

•   Two (2) rows 8 nos of 110mm diameter HD UPVC pipes at two separate intake locations at each tower block (total 32 nos x 2 blocks) complete with draw-wire, and all associated accessories for Tenant complete with associated cable containment as per IMDA COPIF 2018.

•   Digital TV System to be provided to IMDA requirements, one (1) no. tap point per floor at the respective Telecom Riser Ducts.

•   For CCTV in IP system, storage capacity must be adequate for thirty (30) days recording. As a general guide, the locations of these CCTVs will be as follows :

•   All service and passenger lift lobbies

•   All corridors

•   Loading/ Unloading area

•   Perimeter of building

•   All lift cars

•   Exits / Entrances to Roof Garden, Sky Gardens / Terraces, MEP Roof Plant spaces / Services Maintenance spaces

•   Card Access System to:-

•   All secure doors

•   All doors to basements

•   All doors facing building external, including EOT facility

•   Exits / Entrances to Roof Garden, Sky Gardens / Terraces, MEP Roof Plant spaces / Services Maintenance spaces

•   All lift cars

•   All turnstiles systems

•   Door contacts to:-

•   All staircases,

•   All MEP plantrooms

•   One (1) set of carpark barriers (entry & exit) with reader interface module and card readers – Full EPS.

•   Remote lifting of barrier-arms at FCC and reception/ security counter.

•   Intercom at FCC and reception/ security counter.

•   10 charging points for electric vehicles at Basement Carparks.

•   Lightning protection system and earthing system shall be provided to comply with local authorities requirements.

•   Lightning protection system to be provided to comply with SS 555:2018 requirements.

•   Earthing system shall be provided to comply with SS 551:2009.

•   Appropriate BMS system to be provided.

•   Fire sprinkler system designed to SS CP 52. The offices and basement carparks are designed to Ordinary Hazard Group II.

•   Fire hosereel system designed to SS CP 575:2012 (floor drains to be provided at hosereel risers)

•   External hydrant & dry risers designed to SS CP 575:2012

•   Automatic fire alarm system designed to SS CP 10: 2005 as per requirements of fire code

•   The Sanitary Plumbing & Drainage System shall be designed to comply with the code of Practice on Sewerage & Sanitary Work & PUB’s/NEA’s requirements. Sanitary system shall include drainage pipes, IC, connection to existing MH, pipe & fittings for toilets, sanitary wares and accessories including WC with water closets, urinal, wash basins and taps, etc.

•   Grease Trap – one (1) no. per Tower Block (due to NO BUILD zone between the two blocks)

•   The cold water supply system shall be designed to comply with PUB Water Department’s regulations & SS CP: 636:2018.

•   Wastewater collection scheme shall be in accordance to CBPU requirement. No trade waste effluent discharge and treatment system.

•   Provide four (4) nos. of tap-off complete with private sub-meters and BMS monitoring per floor within riser for future wet pantry connection per floor.

•   Provide four (4) nos. of floor traps per floor for future wet pantry connection.

•   All floor waste pipes receiving condensate water; are to be insulated.

•   One (1) no. of tap point and floor traps in each AHU rooms

•   ACMV installation shall be designed in accordance to SS 553:2016 and Code of Practice for Fire Precautions in Buildings. The design shall base on indoor condition, temperature 24 ± 1°C DB/humidity 65 ± 5% RH, Outdoor ambient 32°C DB.

•   AC design assumption at 110W/sqm in general and in compliance to ▇▇▇▇▇ ▇▇▇▇ requirements.

•   Interconnecting stairs on 3^rd to 9^th storey and stairs will be air-conditioned if it is accommodated within an air-conditioned space.

•   MV shall be provided for basement carparks, toilets and M&E plant rooms.

•   VSD to be provided for chilled water pump.

•   9-storey Tower Block : Two (2) nos. of AHUs shall be provided in each floor to serve the AC for the entire floor.

•   4-storey Tower Block : One (1) no. of AHUs shall be provided in each floor to serve the AC for the entire floor.

•   One (1) no. of chilled water tap-off point complete with flow meters and BTU meters including BMS monitoring per AHU Room per floor for chilled water to be provided.

•   The Lift System shall be designed to comply with SS CP: 550:2009 Code of Practice for Installation, Operation and Maintenance of Electric Passenger & Goods Lifts

•   Target 5 min Handling Capacity of 10 to 12% and waiting time for lift service should be less than 30 to 35 sec.

•   9-storey Tower Block

Four (4) nos. of 1,630kg (24 pax) Passenger lifts

Two (2) nos. of 1,630kg (24 pax) Service lifts

Two (2) nos. of 885kg (13 pax) Car Park lifts

•   4-storey Tower Block

Two (2) nos. of 1,360kg (20 pax) Passenger lifts

•   Car Park lifts is free access to public.

•   To exclude brands originating from China.

•   Escalator at 30deg angle of incline with step width of 1000mm to SS CP: 626:2017.

•   CityGas supply up to designated kitchen at both Tower Blocks in accordance to SS CP608:2015; complete with CityGas Bulk Meters and Sub-Meters; including BMS monitoring.

•   All requirements as stated to comply.

Architectural Works

LOCATION

FLOOR

WALL

CEILING

Non-slip Homogenous Tile

(PC supply rate $30 psm)

Homogenous wall tile up to soffit of ceiling

(PC supply rate $30 psm)

Homogenous Tile

(PC supply rate $30 psm)

Glazed wall tile up to 1.8m height

(PC supply rate $20 psm)

Trowelled smooth concrete surface with anti slip groove lines and liquid applied floor hardener

Concrete wheel stopper

Cement and sand plaster and three coats of emulsion paint

Rubber column guards (to be installed at all exposed corners and columns)

Stone

(PC supply rate $120 psm)

Stone

(PC supply rate $120 psm)

Stone

(PC supply rate $120 psm)

Stone

(PC supply rate $120 psm)

Homogenous Tiles

(PC supply rate $30 psm)

Homogeneous Tile

(PC supply rate $30 psm)

Bare concrete finish with raised floor (to receive carpet finishes)

(PC supply rate $50 psm)

Provision for SOB boxes under raised floor

1200 x 600 exposed grids mineral board suspended ceiling

Ceiling boards: “▇▇▇▇▇▇▇▇▇” or equivalent.

LOCATION

FLOOR

WALL

CEILING

C&S screed with nosing tiles

Detectable warning surfaces

Cement and sand plaster and three coats of emulsion paint

Hot dip galvanised mild steel railing with enamel paint

C&S Plaster and emulsion paint

Metal/rubber column guards to be installed at all exposed corners and columns

Non-slip Homogenous Tiles

(PC supply rate $30 psm)

Homogenous tiles (to match lift lobby stone tiles)

(PC supply rate $30 psm)

Non-directional hairline finish/ polished stainless steel finish; timber laminate wall or homogenous tiles wall

Stainless steel panels in hairline finish handrail to architect’s design)

Notice boards on 2 sides

Lift Door: Non-directional stainless steel hairline finish

Light Trough: Stainless steel panel in polished finish.

Ceiling: Non-directional stainless steel panel in hairline finish

Non-directional stainless steel in hairline finish; rubber protector (angle bar)

Aluminium “checkerboard” finish

Interior Doors to be Stainless Steel hairline finish.

•   Driver Centre

•   Multi-purpose hall

•   Canteen

•   Curtain wall/ Spandrel Glass/ Aluminum Cladding/ precast wall with plaster and paint finish with windows.

•   To comply with the authorities’ specified ETTV or any other relevant parameters.

•   100mm thick walls are to be provided only for toilets, staircases, M&E rooms (second layer with fiberglass insulation to be provided at all AHU rooms for thermal and acoustic insulation) and wall for fire compartmentation. Generally finished with cement and sand plaster and painted with emulsion paint.

•   100mm Gypsum board partition as separation walls between tenanted units and corridors/circulations.

•   Waterproofing to be provided for all wet areas, 1^st storey deck exposed to weather, flat roof and roof gardens.

•   Waterproofing system to flat roof to comprise of waterproof membrane, 50mm thk insulation board, separation layer and 50mm thk cement and sand panels

•   “Rigel” or equivalent.

•   Timber doors with metal frame to all other areas unless otherwise specified - door leafs to be finished in laminate for doors to lobbies and toilets, doors to M&E rooms and risers may be painted

•   Aluminum doors for all external doors exposed to weather

•   Ironmongery of “Dorma” or equivalent

•   “Gliderol” or equivalent, both rated & non-rated roller shutters to bin centre

•   Auto-sliding door to 1^st storey office entrance lobby

•   Powder-coated/fluorocarbon aluminum windows/doors to architect’s design

•   Tinted glass for windows subject to compliance to ETTV and other relevant authorities requirements

•   Aluminum louvred windows and roof screening for M&E services

•   Stainless steel non-directional hairline finish

•   Interlocking stone paver blocks on suspended or non- suspended r.c. slabs

•   Fire engine access way grass cells

•   Granite look non-slip homogeneous floor tiles (PC supply rate $30 psm)

•   Metal grid or strip ceiling

•   Gondola support including safety hooks and steel bracket

•   To provide necessary support structure on façade and install for up to three (3) nos. of corporate signage for GRAB, including power source and maintenance accessibility for the signage

•   Façade coloured lighting integrated with façade cladding/fins/featureş

Clause

Page

1.

2.

3.

4.

5.

6.

Schedule 1 List of Mechanical & Electrical Equipment

Schedule 2 Reinstatement Schedule

Annexure A Plan of the Land

Annexure B Applicable Load Threshold

Annexure C List of Warranties

HSBC INSTITUTIONAL TRUST SERVICES (SINGAPORE) LIMITED (IN ITS CAPACITY AS TRUSTEE OF ASCENDAS REAL ESTATE INVESTMENT TRUST) (Registration number 194900022R) (the “Lessor”), a company incorporated in Singapore with its registered office at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇# ▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; and

GRABTAXI HOLDINGS PTE. LTD. (Registration number 201316157E) (the “Lessee”), a company incorporated in Singapore with its registered office at ▇ ▇▇▇▇▇▇▇ ▇▇▇ #▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.

Definitions and Interpretation

Definitions:

became available to the public other than due to a Party’s unauthorised disclosure;

that at the time of receipt, was already in that Party’s possession or became lawfully available to that Party on a non-confidential basis from a third party entitled to make that disclosure; or

was independently developed by that Party without the benefit of the other Party’s Confidential Information.

any of the diseases specified in the First Schedule of the Infectious Diseases Act (Chapter 137); and

includes any other disease:

that is caused or suspected to be caused by a micro-organism or any agent of disease;

that is capable or is suspected to be capable of transmission by any means to human beings; and

that, the Director (as defined in the Infectious Diseases Act (Chapter 137)) has reason to believe, if left uninvestigated or unchecked, is likely to result in an epidemic of the disease.

(i)         research and development;

the carrying out of software maintenance and use as call centre;

use as fleet support centre for training purposes, carrying out of customer/driver sign-up and customer/driver support activities and other activities relating to support of the fleet support centre (including without limitation customer/driver activation, issues resolution and operation of training team); and

use as an industrial canteen in accordance with the terms of the JTC Letter of Offer; and

all other allowable uses that are approved by JTC and other relevant Authorities.

General

The singular includes the plural and conversely.

A gender includes all genders.

A person includes an individual and a corporation.

A reference to the Lessor includes its successors and assigns and all persons entitled to possession of the Premises at the end of this Lease. A reference to the Lessee includes its successors and permitted assigns.

A reference to a right or obligation of any two or more persons confers that right or imposes that obligation, on each of them individually and both (or all) of them together.

Each schedule of and annexure to this Lease forms part of it.

Unless stated otherwise, one word or provision does not limit the effect of another.

Reference to the whole includes part.

Every obligation by the Lessee is taken to include an obligation by the Lessee to ensure that each of its employees, agents, independent contractors, permitted occupiers and others under its control comply with that obligation.

Every obligation by the Lessor is taken to include an obligation by the Lessor to ensure that each of its employees, agents, independent contractors, permitted occupiers and others under its control comply with that obligation.

If under this Lease, the Lessee requires the consent or approval of the Lessor for any action, the Lessee must obtain it in writing before starting to take that action unless otherwise expressly specified in this Lease or agreed by the Lessor in writing. If under this Lease, the Lessor requires the consent or approval of the Lessee for any action, the Lessor must obtain it in writing before starting to take action unless otherwise expressly specified in this Lease or agreed by the Lessee in writing.

If under this Lease, the consent or approval of a Party is required, the consent and approval of such Party shall not be unreasonably withheld, conditioned, or delayed.

A reference to the consent or approval of the Lessor is taken to include, where applicable, the consent or approval of JTC.

A right given to the Lessor to have access to the Premises extends to JTC and any persons authorised by the Lessor and JTC, and includes the right to bring workmen and appliances onto the Premises, subject however to compliance by the Lessor and such persons of the relevant provisions of this Lease.

A reference to an Act of Parliament refers to that Act as it applies at the date of this Lease and any later amendment or re-enactment of it.

A reference to an Authority or body existing as at the date of this Lease shall, where applicable, include the equivalent Authority or body (by whatever name called) of such existing Authority or body.

This Lease shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Letting

Rent

Rent: The Lessor lets to the Lessee the Premises together with the Mechanical and Electrical Equipment for the Term in consideration of the Lessee agreeing to pay to the Lessor:

the rent (the “Rent”) calculated at the initial rate of S$2.11 per square foot per month on the Premises computed based on the GFA of the Building; and

any other payments expressed to be payable by the Lessee under this Lease.

Revision of Rent: The Rent shall be revised annually on each anniversary date of the Lease Commencement Date during the Term at an increase of 2.5% per annum on the immediately preceding Rent.

Payment of Rent:

After the Relevant Payment Month, the Rent shall be paid by the Lessee monthly in advance, without any demand, withholding, deduction or set off at law or in equity on each Payment Date.

On or before the date of the Lessee’s execution of the Agreement to Build and Lease, the Lessee has paid to the Lessor a sum of S$960,935.06, being the amount equivalent to one month’s rent in advance at the initial rent of S$2.11 per square foot per month (the “Advance Rent”).

The Advance Rent shall be applied by the Lessor towards the Rent payable by the Lessee for the period of one (1) month commencing from the date immediately after the expiry of the Rent Free Period or the Additional Rent Free Period (as the case may be). The last day on which the Advance Rent has been fully utilised towards the payment of the Rent shall herein be called the “Advance Rent Utilisation Date”.

On or before the Advance Rent Utilisation Date, the Lessee shall pay to the Lessor the Rent (or the pro-rated Rent) calculated for the period commencing on the date immediately after the Advance Rent Utilisation Date up to and including the last day of the month in which the Advance Rent Utilisation Date falls (the “Relevant Payment Month”).

The Lessee shall pay to the Lessor each subsequent monthly payment of the Rent after the Relevant Payment Month by equal monthly payments in advance on each Payment Date, the first of such payments to be made on the first Payment Date after the Relevant Payment Month.

In consideration of the Lessee appointing the Lessor for the Project, the Lessor agrees to grant to the Lessee a Rent-free period (“Rent Free Period”) for a period of six ( 6) months commencing on the Lease Commencement Date for the carrying out of the Lessee’s Works, free of Rent. The Lessee may, with the prior written consent of the Lessor, commence business during the Rent Free Period at the Premises or any part thereof.

GIRO Form

Exceptions

This Lease is subject to the following rights of the Lessor:

to enter the Premises, in accordance with Clause 3 below; and

to build upon, alter, rebuild, develop or use the land adjoining the Premises provided that this does not affect the operations of the business of the Lessee, its permitted occupiers and/or its sublessees and/or the use of the Premises by the Lessee, its permitted occupiers and/or its sublessees and the Lessor uses best efforts to ensure that such works do not affect the light and air coming to the Premises or cause nuisance, damage, annoyance or inconvenience to the Lessee, its sublessees and/or permitted occupiers of the Premises.

The rights mentioned in Clause 2.3.1 may also be exercised by any persons authorised by the Lessor or by the Lessor’s mortgagees, chargees, liquidator, judicial manager or receivers but such exercise must be in accordance with the provisions of this Lease or as permitted by Law.

Damage to the Building Not Caused by the Lessee

In the event that the Premises is destroyed or damaged by fire or otherwise, and such damage is not caused by the Lessee (“Destruction Event”), the Rent, property tax and all other sums payable by the Lessee shall be reduced in proportion to the percentage of the GFA which cannot be used or is rendered inaccessible for the entire period from the day of the Destruction Event to the date the rebuilding works are completed and the Premises is ready for use by the Lessee.

If a Destruction Event occurs such that:

more than 50% of the GFA cannot be used;

more than 50% of the GFA is rendered inaccessible for a period of at least one (1) month; or

more than 30% of the GFA cannot be used for a period of more than eighteen (18) months,

If a Destruction Event occurs, the Lessor shall, within three (3) months of the Destruction Event inform the Lessee in writing of the estimated time required to complete the rebuilding works (“Estimated Rebuilding Period”). At any time prior to the service of such written notice by the Lessee, the Parties shall discuss in good faith and agree on how to proceed with the rebuilding works.

In the event that the Lessee (acting reasonably) disagrees with the Estimated Rebuilding Period notified by the Lessor, the Lessee shall give written notification to the Lessor within seven (7) days from the date of the Lessor’s written notice that the Lessee is not agreeable to the Estimated Rebuilding Period set out in the Lessor’s notice and the Parties shall jointly appoint an independent consultant within thirty (30) days from the date of the aforementioned Lessee’s notice to determine the time required to complete the rebuilding works (“Determined Rebuilding Period”). The independent consultant so appointed shall notify the Parties of the Determined Rebuilding Period within a reasonable period to be mutually agreed between the Parties and the Determined Rebuilding Period shall be accepted by the Parties as final and binding. In this regard, the time taken by the Parties to appoint the independent consultant and determine the Determined Rebuilding Period shall be added to the rebuilding period of eighteen (18) months under Clause 2.4.2(iii). The cost and expense of engaging such consultant shall be borne by the Parties equally.

In the event a Destruction Event occurs and this Lease is not terminated pursuant to Clause 2.4.2, the Lessor shall:

at its own cost and expense, complete the rebuilding works within the Estimated Rebuilding Period or the Determined Rebuilding Period (as the case may be);

ensure that all rebuilding works are carried out in a workmanlike manner to reinstate the Premises and all Mechanical and Electrical Equipment to the state and condition before the occurrence of the Destruction event;

take all steps necessary to ensure that there is as little interference as possible caused to the operation of the rest of the Premises;

on completion of the rebuilding works, provide the Lessee with the as-built plans, the TOP and CSC (if any) in relation to such rebuilding works; and

indemnify the Lessee against all damages, losses, costs, expenses and liabilities suffered or incurred by the Lessee in respect of any claims, demands, actions or proceedings instituted against the Lessee by reason of any occurrence at the Premises arising from or in connection with the carrying out or completion of the rebuilding works and caused by any act, wilful default or gross negligence on the part of the Lessor or the Lessor’s servants, agents, employees or contractors.

Upon the expiry of the notice of termination of this Lease issued by the Lessee in accordance with Clause 2.4.2, this Lease will terminate without affecting the rights of either Party against the other for any default by the other Party of its obligations arising out of in connection with this Lease which occurred before the termination of this Lease and the Lessor shall return the Security Deposit Amount to the Lessee within fourteen (14) Business Days from the date of such termination.

Option to Renew

The Lessee will have the option (to be exercised by written notice from the Lessee to the Lessor given no less than twelve (12) months before expiry of the Term) to renew the lease for a renewal term as set out in Clause 2.5.2 (“Renewal Term”) and the renewal shall be subject to the approval of JTC and (if applicable) any other relevant Authorities.

The Renewal Term will:

commence on the date falling immediately after the expiry of the Term;

be for five (5) years;

be on the same terms and conditions as this Lease except for this option to renew (“Renewal Lease”); and

be for a rent amount determined as follows:

for the first year of the Renewal Term:

if the Prevailing Market Rent as at the commencement of the Renewal Term is 170% or more of the rent payable for the last year of the Term, the rent for the first year of the Renewal Term shall be at the rate being 80% of such Prevailing Market Rent;

if the Prevailing Market Rent as at the commencement of the Renewal Term is less than 170% of the rent payable for the last year of the Term, the rent for the first year of the Renewal Term shall be at such Prevailing Market Rent; and

the rent shall be revised annually on each anniversary date of the lease commencement date during the Renewal Term at an increase of 2.5% per annum on the immediately preceding rent.

The Parties will endeavour to agree on the prevailing market rent on a per square foot and gross rent basis as at the commencement date of the Renewal Lease (“Prevailing Market Rent”) in respect of the Premises. In the absence of agreement between the Parties of the Prevailing Market Rent by the date falling fourteen (14) days after the Lessor’s receipt of the Lessee’s notice of intention to renew (“14 Days’ Period”), each Party shall appoint a reputable independent licenced valuer within fourteen (14) days after the 14 Days’ Period to determine the Prevailing Market Rent, the basis of determination to be mutually agreed between the Parties in writing, and shall instruct such valuer to report in writing to both Parties by the date falling not later than ten (10) days after the date of the valuer’s appointment. The average of the two (2) prevailing market rent as determined by the two (2) valuers shall be deemed to be the Prevailing Market Rent for the Renewal Term.

The Parties agree that in determining the Prevailing Market Rent, each valuer acts as an expert and not as an arbitrator. Each party shall bear the costs and expenses of and in connection with the appointment of its own valuer.

Subject to there being no existing breach of any of the Lessee’s obligations on its part contained in this Lease (which has not been remedied by the Lessee within any applicable period prescribed herein), as at the date the Prevailing Market Rent has been agreed by the Parties or, as at the date of the valuer’s determination of the Prevailing Market Rent in accordance with Clause 2.5.3 and Clause 2.5.4 above (“Rent Determination Date”), the Lessor shall, not later than twenty-one (21) days after the Rent Determination Date offer to the Lessee a further lease of the Premises for the Renewal Term, commencing on the day after the expiry of the Term, and the Lessee shall have a further seven (7) days to accept the same.

The Parties agree that the Security Deposit Amount held by the Lessor under this Lease (subject to such deductions by the Lessor in accordance with the provisions of this Lease) shall be applied towards the security deposit payable by the Lessee under the Renewal Lease and the Lessee shall pay any shortfall of such security deposit to the Lessor at least one (1) month before the commencement of the Renewal Term.

If after the new lease document for the Renewal Term has been signed but the Lessee is in default of the provisions of this Lease before the commencement of such Renewal Term and such default has not been remedied by the Lessee within any applicable period prescribed in this Lease, the Lessor is entitled to terminate the lease for such Renewal Term by giving written notice to the Lessee. Upon receipt of such notice by the Lessee, the lease for the Renewal Term will be terminated without affecting the rights of the Lessor against the Lessee in respect of the default arising out of or in connection with this Lease or the lease for the Renewal Term.

LESSEE’S OBLIGATIONS

Rent

Interest

If the Lessee does not pay the Rent or any other sums owing to the Lessor under this Lease within seven (7) days after the due date (whether or not formally demanded), which failure is not cured within twenty-eight (28) days after the due date, the Lessee must pay the Interest on that sum as from the due date until the sum is paid to the Lessor. Such Interest will be recoverable from the Lessee as if it is rent in arrears.

Nothing in Clause 3.2.1 above entitles the Lessee to withhold or delay any payment or affects the rights of the Lessor in relation to non-payment.

GST

In addition to the Rent and other sums payable under this Lease, the Lessee must pay the Lessor the GST payable by the Lessor in respect of: