Contract

In consideration of the rent and the Tenant’s agreements hereinafter reserved and contained the Landlord hereby agrees to let and the Tenant agrees to take ALL THAT portion of the 5^th Floor (“the Floor”) of the building now known as Lippo Sun Plaza (“the Building”) erected on ALL THOSE pieces or parcels of ground more particularly described in Part I of the First Schedule hereto (“the Land”) as shown coloured pink (for the purpose of identification only) on the plan attached hereto and currently known by the description set out in Part II of the First Schedule hereto (“the Premises”) TOGETHER with the use in common with the Landlord and others having the like right of the common entrances, exits, staircases, landings, lavatories, passages, escalators and lifts of the Building (if any and whenever the same shall be operating) so far as the same are necessary for the enjoyment of the Premises and except insofar as the Landlord or the property manager of the Building (“the Manager”) may from time to time restrict such use EXCEPT AND RESERVED unto the Landlord and all persons authorised by the Landlord or otherwise entitled thereto:

The Tenant shall pay Rates, Government Rent and other charges on the Premises as assessed by the Government quarterly or otherwise prescribed in advance which shall be or be deemed to be payable and due on the first day of the months of January, April, July and October or otherwise prescribed provided that the first payment thereof shall be paid on the commencement of the tenancy and also to pay and discharge all taxes, assessments, duties, charges, impositions and outgoings of an annual or recurring nature now or hereafter to be imposed or charged on the Premises or upon the owner or occupier in respect thereof by the Government of Hong Kong Special Administrative Region (“the Government”) or other lawful authority, only Property Tax excepted. The Tenant shall pay to the Landlord in the first instance and the Landlord shall be entitled to recover from the Tenant any such Rates, Government Rent, etc. together with any penalty or surcharge. The current Rates and Government Rent payable by the Tenant in respect of the Premises as at commencement of the Term (subject to revision from time to time as hereinafter provided) are set out in Part III of the Third Schedule hereto.

To pay on demand to the Landlord all costs and expenses incurred by the Landlord in cleansing and clearing any drains pipes or sanitary or water apparatus in the Premises or elsewhere in the Building choked or stopped up owing to careless use by the Tenant or its employees customers invitees or licensees.

To fit out the Premises at the Tenant’s expense in accordance with such plans and specifications as shall have been first submitted to and approved in writing by the Landlord (which approval shall not be unreasonably withheld or delayed) and the Manager (if so required by the Landlord) in a good and proper workmanlike fashion and in all respects in a style and manner appropriate to a first class office/commercial building and so to maintain the same throughout the Term in good repair and condition to the satisfaction of the Landlord and the Manager. The Tenant will not cause or permit to be made any variation to the approved fitting out plans and specifications or to the interior design or layout of the Premises without the prior approval in writing of the Landlord (which approval should not be unreasonably withheld or delayed) and the Manager (if so required by the Landlord). The Tenant shall pay to the Landlord and the Manager any fees and/or costs incurred by the Landlord and/or the Manager in obtaining the advice of its architect and/or specialist consultants or other costs incurred by the Landlord and/or the Manager in considering any Tenant’s fitting out application.

All technical specifications with respect to any system service or facility at or serving the Premises including but not limited to electricity supply, air- conditioning system and supply, fire service installations and other building services are to be designated by and at the sole discretion of the technical consultant appointed by the Landlord and the Manager. The Tenant shall ensure that all fitting out, addition or alteration works carried out to the Premises are in compliance with such technical specifications, and shall obtain the Landlord’s prior written consent (which consent shall not be unreasonably withheld and delayed) which may be granted or withheld at the Landlord’s discretion if the Tenant should require any modification to or departure from the same. Subject to the prior written approval by the Landlord of all fitting out, alteration and/or addition works proposed by the Tenant, the Tenant shall carry out all necessary fitting out, alterations and/or additions to the Premises at its own costs and expenses, Provided That in respect of any work affecting any system, service or facility that is required to comply with the Landlord’s technical specifications, the Landlord may require that such work be carried out at the Tenant’s costs and expenses by a contractor or contractors nominated by the Landlord at its sole discretion.

The Tenant shall comply with all applicable statutes codes ordinances licences and other regulations for all works performed by or on behalf of the Tenant on the Premises and the Landlord’s and its agents’ or consultants’ approval of plans specifications calculations or of the Tenant’s works shall not constitute any implication representation or certification by the Landlord that the Tenant’s works are in compliance with the said statutes codes ordinances licences and other regulations.

In carrying out any approved work under this Clause or elsewhere under this Agreement, the Tenant shall cause his servants agents employees contractors licensees and workmen to cooperate with the Landlord and/or the Manager and all servants agents and workmen of the Landlord and/or the Manager and with other tenants or contractors carrying out any work in the Building. The Tenant shall comply with and cause his servants agents employees contractors licensees and workmen to obey and comply with all instructions and directions which maybe given by the Landlord and/or the Manager and/or their agents or servants in connection with the carrying out of such work.

The Landlord reserves the rights to demand from the Tenant in a reasonable manner a reinstatement deposit in the amount sufficient to cover the cost of restoring the Premises to its original state on the commencement of the Tenancy Agreement.

To be wholly responsible for any loss damage or injury caused to the Landlord or any person whomsoever or the Premises or any property whatsoever directly or indirectly through the defective or damaged conditions of any part of the interior of the Premises (other than through a structural defect not caused by the Tenant) or of the Landlord’s fixtures and fittings (including but not limited to doors, windows, electric wiring, installations, air-conditioning plant(s) and ducting(s) and other Landlord’s fixtures) or through or in any way owing to the spread of fire or smoke or the leakage or overflow of water from the Premises or any part thereof or through the act neglect default or omission of or any failure or non- compliance with any obligation hereunder by the Tenant its servants agents employees contractors or licensees and to make good the same by payment or otherwise and to fully indemnify the Landlord against all costs claims demands actions liabilities and legal proceedings whatsoever made upon the Landlord by any person in respect thereof and all costs and expenses incidental thereto; and the Tenant shall at its own expense effect such insurance in respect of the foregoing as the Landlord may from time to time reasonably require and shall furnish evidence to the Landlord of such insurance whenever requested so to do;

In so far as the same may not be part of the interior of the Premises to keep at the expense of the Tenant in good clean substantial and proper repair and condition at all times to the satisfaction of the Landlord and/or the Manager and in accordance with the Regulations of the Department of Health or other Government authority concerned all drains, soil and other pipes, cables, wires, ducts, mains, lavatories, water apparatus and all apparatus associated therewith and any equipment and fittings ancillary thereto which belong to or form part of or solely serve the Premises and to indemnify the Landlord and/or Manager against all costs, claims, demands, actions, liabilities, and legal proceedings whatsoever made upon the Landlord by any person in respect of any breach of this covenant;

(and by force if necessary) for the purpose of security, and/or fire-fighting and/or in the event of other emergencies;

to make good on behalf of the Tenant any defect or effect any repair which the Tenant has failed to do under the terms of this Agreement.

Not without the prior consent in writing of the Landlord (which consent shall not be unreasonably withheld or delayed) to use the Premises or any part thereof for the storage of goods or merchandise other than in normal quantities consistent with the nature of the Tenant’s trade or business nor to keep or store or cause or permit to be kept or stored any dangerous goods within the meanings of the Dangerous Goods Ordinance (Cap.295, Laws of Hong Kong) or any enactment replacing the same and the Regulations applicable thereto or any modification thereof and in so far as such Ordinance or its Schedules or Regulations may be altered this Clause shall have reference to any alteration thereof.

Not to make produce or suffer or permit to be made or produced any noise (including but not limited to music or sound produced by broadcasting from television radio and any apparatus equipment or instrument capable of creating producing or reproducing music or sound) or vibration or other acts or things in or on the Premises which is/are or may be a nuisance or annoyance to the Landlord or to the tenants or occupiers of adjacent or neighbouring premises.

Not to make or permit to be made any alterations in or additions to the Premises or to the electrical and communications wiring, air-conditioning system or accessory, sprinkler system or accessory and other installations or other Landlord’s fixtures and fittings or to install any plant, equipment, apparatus, data ports, data cables or machinery therein (other than usual office equipment) without having first obtained the written licence and consent of the Landlord (which consent shall not be unreasonably withheld or delayed) therefore or cut maim injure drill into mark deface or drive any nails or suffer to be cut maimed injured drilled into marked defaced or driven any nails to any doors, windows, walls, curtain walls, ceilings false, ceilings timbers, counters, cabinets, partitions structural members beams or other fabric thereof or paint or repaint the interior or exterior woodwork of the Premises including the doors, door frames, skirting boards and window boards without the prior approval of the Landlord (which approval shall not be unreasonably withheld or delayed) and to remove such additions or alterations made by the Tenant to the Premises on or before the end of this Agreement and to restore the Premises according to Clause 5 (h).

Not to place, erect, or display or permit to be placed, erected or displayed any plants or other articles in any manner likely to cause danger or damage to other persons lawfully in the Building or the grounds adjoining thereto or to cause damage to the reputation image or goodwill of the Building and not to erect, exhibit or display any aerials, antenna, advertisement, notice, sign, flagpole, or other writing, device or thing whether illuminated or not within or on the exterior of the Building or on the interior or exterior side of any windows, curtain walls, shutters or external glass partitions of the Premises (whether such part forms part of the common area of the Building or otherwise) unless the prior written consent of the Landlord is obtained (which consent may be granted or withheld by the Landlord or granted by the Landlord subject to such conditions as the Landlord may specify in its absolute discretion).

Not to install or use in the Premises any plant, apparatus, machinery or equipment which requires any additional electrical main wiring or which consumes electricity not metered through the meters from which the Tenant’s consumption of electricity is calculated.

Not to install any air-conditioner(s) or air-conditioning system(s) in or outside the Premises as it is expressly understood that no extra air- conditioner is permitted to be installed for the Floor or any part thereof under the terms of the Deed of Mutual Covenant.

Not without the prior written consent of the Landlord to install or permit suffer to be installed any article, item, equipment, apparatus or machinery which imposes a weight on any part of the flooring (when combined with the weight attached to the ceiling of the floor below) of the Premises in excess of the floor loading of the Premises. The Tenant shall provide to the Landlord for its approval at the commencement of the tenancy a plan showing the intended location of each item, article, equipment, apparatus or machinery on the Premises the weight of which exceeds such weight as the Landlord may prescribe from time to time, and the Tenant shall notify the Landlord and obtain the Landlord’s prior written approval should there be any proposed change of such location, or any proposed addition of new heavy item of any of the aforesaid. Any approval granted by the Landlord herein shall not absolve the obligation and responsibility of the Tenant to observe and comply with any provision in the Agreement or to comply with any law or regulation with respect to the installation and operation of any equipment, machinery or apparatus or item on the Premises and generally, with respect to safety thereof. The Landlord and/or the Manager shall be entitled to prescribe the maximum weight and permitted locations of safes and other heavy items and to require the same to stand on supports of such dimensions and material to distribute the weight as the Landlord and/or the Manager may deem necessary. The Tenant shall be wholly responsible for any non-compliance of this Clause and shall make good the same by payment or otherwise forthwith and shall fully indemnify the Landlord against all losses expenses and damages that maybe sustained by the Landlord and all claims demands actions and legal proceedings whatsoever made upon the Landlord by any person in respect thereof.

In the case of a company or corporation, any change of name or any change in the majority (i.e. over 50%) shareholding (whether direct or indirect, ultimate or immediate through any shareholder company or otherwise) or control of the Tenant or any voluntary liquidation;

The giving by the Tenant of a Power of Attorney or similar authority whereby the donee of the Power obtains the right to use, possess, occupy or enjoy the Premises or any part thereof or does in fact use, possess, occupy or enjoy the same;

The Tenant shall ensure that the licensees and visitors of the Tenant do not congregate outside the Premises or the Building or in any part of the Floor or of the Building, at any time and that they behave in a quiet and orderly manner when entering or departing from the Premises (and the Building).

Not to do or permit to be done any act or thing whereby the policy or policies of insurance on the Premises against damage by fire or against claims by third parties or any other risks for the time being subsisting may become void or voidable or whereby the rate of premium or premia thereon may be increased, and (if so required) to repay to the Landlord on demand all sums paid by the Landlord by way of increased premium or premia thereon and all expenses incurred by the Landlord in and about any renewal of such policy or policies rendered necessary by a breach of this Clause.

To load or unload or take delivery of goods, furniture, equipment, fittings or bulky items in and out of the Building only within the hours specified by the Manager and under no circumstances to use the passenger lifts for goods delivery purposes at any time.

Save where caused by the willful act of the Landlord, to be wholly responsible for and to indemnify the Landlord against any proceedings actions claims or demands whatsoever by any person for any loss, damage or injury caused to any person whomsoever or any property whatsoever whether directly or indirectly through or in anyway owing to:-

any interruption of any of the services hereinbefore mentioned by reason of improvement, renovation, repair or maintenance of any services, facilities, installations or apparatus, or damage thereto, or destruction thereof by fire, water, act of God or other cause, or by reason of mechanical, electrical or other defect, or breakdown or other inclement conditions or shortage of fuel, materials, water or labour or any cause; or

the act neglect or default of the Landlord, the Manager, or the tenants and occupiers of any other parts of the Building and their employees, agents, licensees and invitees, or

Not to do anything which would amount to a breach or non-observance of the occupation permit of the Building or of the terms, conditions, covenants and restrictions contained or referred to in the Deed of Mutual Covenant and to indemnify the Landlord against any such breach or non-observance.

Not to conduct or permit any auction, bankruptcy close-out or similar sale of things or properties or merchandise of any kind to take place on the Premises.

To employ as cleaning contractors for the Premises only such persons, corporation or firm as maybe nominated by the Landlord or the Manager.

Written notice shall be given to the Landlord for the Tenant’s intention to renew the Tenancy at least three months prior to the expiry of the Term. If such notice is not received by the Landlord three months prior to the expiry of the Term, the Landlord shall assume the Tenant is not interested to renew and will deliver vacant possession of the Premises upon expiry.

Prior written approval from the Landlord shall be obtained if the business nature of the Tenant is to be changed, otherwise this Agreement shall be terminated immediately and the Tenant shall vacate the Premises upon notice from the Landlord.

To pay Property/Income Tax and all outgoings of a capital or non-recurring nature in respect of the Premises.

if the Landlord shall consider it uneconomical to repair, rebuild or replace the Premises whether or not in the same form or if any competent authority shall refuse permission for or otherwise prevent or otherwise do not permit any rebuilding or replacement or if owners of other premises in the Building shall prevent rebuilding or replacement the Tenant shall be entitled within one month of the notification by the Landlord of its decision or such refusal or prevention as the case may be subject to there having been no breach of its obligations hereunder forthwith to terminate this Agreement by serving written notice on the Landlord without prejudice to any antecedent claims or causes of action which either party hereto may have against the other hereunder or,

The Tenant hereby agrees that in the event of there being any increase in rent agreed determined or provided for under this Agreement or any increase in service charges, Rates, Government Rent or taxes, etc. under the provisions of Clauses 2 and 3 hereof then and in every such case the Tenant shall pay to the Landlord as additional deposit (to be held by the Landlord under the same terms and conditions as in these Clauses) a sum equal to the difference between the deposit abovementioned and the aggregate of 6 months’ rent as shall have been agreed determined or provided for hereunder and 6 months’ service charges (as increased, if such be the case) and 6 months’ Government Rent and Rates (as increased, if such be the case) such sum to be paid to the Landlord with the payment of increased rent or service charges, Government Rent or Rates taxes, etc next following any such increase.

The expression “the Tenant” shall (where context permits) mean and include the party or parties specifically named and shall include the executors and administrators of any such party or where such party is a corporation its successors in title or any liquidators thereof provided that for the avoidance of doubt, nothing herein shall permit the Tenant to transfer assign underlet license share or otherwise part with possession of the Premises or any part thereof or otherwise prejudice the operation of clause 5(v) of this Agreement. Where the Tenant comprises of more than one individual and/or corporations, all covenants undertakings and agreements made herein by the Tenant with the Landlord shall be deemed to be made jointly and severally by all persons and/or corporations included in the designation “the Tenant” .

Each party shall bear its own legal costs but the stamp duty and other disbursement herein shall be shared equally between the parties and the Tenant shall pay to the Landlord a sum of HK$[***] as contribution towards the disbursements it may incur herein. The Tenant shall bear the registration fee on this Agreement (if any).

The Tenant acknowledges that no fine, premium, key money or other consideration has been paid by the Tenant to the Landlord for the grant of this Tenancy.