Lease Reference No: CBP-HANSAPOINT-123-0012 01 July 2013 SPE NETWORKS - ASIA PTE. LTD 10 Changi Business Park Central 2 #03-01 Singapore 486020 Attention: Mr Ang Hui Keng Vice President – Finance, Distribution & Operations Dear Sirs LICENCE TO INSTALL THREE (3) SATELLITE DISHES AT ROOF TOP OF 10 CHANGI BUSINESS PARK CENTRAL 2, HANSAPOINT@CBP, SINGAPORE 486030 On behalf of the Licensor, HSBC Institutional Trust Services (Singapore) Limited As Trustee of Ascendas Real Estate Investment Trust (“A-REIT”) (the “Licensor”), we are pleased to offer you, SPE NETWORKS - ASIA PTE. LTD (the “Licensee”) a licence for the above installation at the Licensed Space as described below in Clause 1 at 10 Changi Business Park Central 2, Hansapoint @ CBP, Singapore 486030 (the “Building”) subject to the following terms and conditions: 1. THE LICENSED SPACE AND SITE AREA The space demarcated in red in the attached floor plan at the rooftop of the Building with the total floor area of 34.24 square meters (the “Licensed Space”). 2. LICENCE PERIOD The licence shall be for a period of 36 months commencing on 15 April 2013 and expiring on 14 April 2017 (the “Term”). 3. USE The Licensed Space will be permitted to be used for installation of 3 satellite dishes on roof level at Hansapoint @ CBP. 4. LICENCE FEE (a) The monthly licence fee payable during the Term as specified in Clause 2 is appended as follows: Licence Fee for equipment @ $90.00 psm pm GST 7% Total amount payable per month 5. Amount (per month) $3,081.60 $215.71 $3,297.31 (b) The above licence fee is payable monthly in advance WITHOUT DEMAND on the 1st day of each calendar month of the year. This payment is to be made by way of GIRO to the Licensor’s bank account. The attached Direct Debit Authorisation (DDA) form shall be duly completed and return to the Licensor together with the Licensee’s letter of acceptance of this offer. (c) The first month’s licence fee is due upon acceptance of this offer. SECURITY DEPOSIT The Licensee will be required to place with the Licensor a minimum cash deposit of $18,489.60 equivalent to 6 months’ Licence Fee as security deposit against any possible breach on the Licensee’s part of any of the terms, conditions and stipulations, as stated in this letter and those in the Licence Agreement. 6. REINSTATEMENT DEPOSIT The Licensee shall be required to pay the Licensor the sum of $2,000.00 as reinstatement deposit in respect of the installations at the site area and/or Licensed Space. This deposit is to be retained by the Licensor during the period the Licensee is in occupation of the site area and/or Licensed Space till the reinstatement of the site area and/or Licensed Space to the Licensor’s satisfaction. 7. PROPERTY TAX REIMBURSEMENT The Licensee shall pay or reimburse the Licensor immediately on demand, any property tax imposed on the Licensor by IRAS in respect of this Licence or the Licensee’s use of the Licensed Space. The said property tax shall be recoverable from the Licensee as if it is Licence Fee in arrears. 8. RENOVATION DEPOSIT (a) The Licensee shall be required to place with the Licensor a renovation deposit before the commencement of any renovation work including addition or alteration to the existing renovation works. Page 2 (b) The rate for the renovation deposit is $15.00 per square metre of the total Site Area as set out in Clause 1, subject to a minimum sum of $2,000.00. (c) The renovation deposit will be used to offset any cost incurred by the Licensor in rectifying any damages caused in the course of the renovation (if any). Should the renovation deposit be insufficient to cover the cost of rectifying the damages caused during the renovation, the Licensee is required to pay the outstanding amount to the Licensor within one (1) week of written notice to the Licensee. (d) The balance of the deposit will be refunded without interest to the Licensee upon: (i) the Licensee obtaining written approval from and complying with any conditions as imposed by the Licensor and/or the relevant authorities. Copies of the written approval from the authorities must be submitted to the Licensor for their retention. (ii) the Licensee’s submission of all the plans in respect thereof (ie. Architectural/Layout, Mechanical and Electrical, Air-conditioning and Fire Alarm Plans) to the Licensor within 2 months from the date of possession of the Licensed Space. (iii) satisfactory completion of the Licensee’s renovation works. Please note that the Licensor shall have the right to forfeit the full amount of the renovation deposit if the Licensee fail to comply with the sub-clause (d) above. Notwithstanding that the deposit has been forfeited due to non-compliance, the Licensee is still required to submit the renovation plans to the Licensor and the relevant authorities for approval. 9. GOODS AND SERVICES TAX (GST) The Licensee is required to pay or to indemnify the Licensor against Goods and Services Tax ("GST") or any tax of a similar nature that may be substituted for it or levied in additional to it chargeable in respect of any payment made by the Licensor which the Licensee agree under the conditions herein to reimburse the Licensor for such payments including any GST levied on any legal costs. 10. SUBLET FEES The Licensee shall pay or reimburse the Licensor immediately on demand, any fees imposed on the Licensor by JTC or HDB or other competent authorities ("the said fees") in respect of this Licence or the Licensee’s use of the Licensed Space (including without limitation to any subletting fees, interest charges levied or imposed retrospectively). The said fees shall be recoverable from the Licensee as if it is Licence Fee in arrears. Page 3 11. LICENCE AGREEMENT The Licensee will be required to enter into a Licence Agreement, a copy of which is attached. However, until such Licence Agreement is executed and effective, it is to be taken as part of this offer and the Licensee will, on acceptance of this offer, to be deemed to have agreed to abide by and be bound to observe all the terms and conditions as at the date of this offer. The Licensee shall execute and return to the Licensor the Licence Agreement within fourteen (14) days from the date of the Licence Agreement is sent to the Licensee for execution. 12. LEGAL FEES, ADMINISTRATIVE CHARGES AND STAMP DUTY FOR LICENCE AGREEMENT The Licensee will be required to pay the legal fees, administrative charges for the preparation of the Licence Agreement and stamp duties. Any additional legal cost incurred as a result of amendments or negotiation to amend the standard Licence Agreement will be borne by the Licensee. The Licensor shall inform the Licensee on the stamp duty payable subsequently. 13. LATE PAYMENT The Licensee will be required to pay interest at the rate of 10% per annum on an outstanding payment. The Licensor reserve the right to revise the interest rate from time to time by reflecting this change in interest rate in the Licensor’s statement of accounts to the Licensee. 14. NOT TO CAUSE OBSTRUCTION The Licensee is not to cause any obstruction of any kind to the common stairways passageways and other common parts of or accesses to the Licensed Space or the Building of which the Licensed Space forms part thereof. The Licensor shall have the full right and liberty and absolute discretion to remove and clear any such obstruction and all costs and expenses incurred thereby shall be recoverable from the Licensee as a debt and at all times, the Licensor shall not be liable to the Licensee or any third party for any loss damage or inconvenience caused by such removal and the Licensee shall indemnify and shall keep the Licensor indemnified in this respect. If at any time the Licensee should be in breach of this clause the Licensee shall pay the Licensor the minimum sum of S$1,000.00 from the date of notification of the breach and for each and everyday thereafter during which any part of the aforesaid common areas shall remain obstructed. The Licensee shall also be liable for any fines imposed on the Licensor by the authorities as a result of the Licensee’s obstruction. Page 4 15. NOT TO CAUSE ELECTRICAL OR MECHANICAL INTERFERENCE, ETC (i) Not to install or use any electrical or mechanical installation, machine or apparatus that may cause or causes heavy power surge, high frequency voltage or current, air borne noise, vibration or any electrical or mechanical interference or disturbance whatsoever which may prevent or prevents in any way the service or use of any communication system or affects the operation of other equipment, installations, machinery, apparatus or plants of other tenants, licensees or lessees of the Licensor or occupants of adjoining or neighbouring premises or inhabitants of the neighbourhood and in connection therewith, to allow the Licensor or any authorised persons at all reasonable times to inspect such installation, machine or apparatus in the Licensed Space to determine the source of the interference or disturbance and thereupon, to take suitable measures, at the Licensee’s own cost and expense, to eliminate or reduce the interference or disturbance to the Licensor's satisfaction, if it is found by the Licensor or such authorised person that the Licensee’s electrical or mechanical installation, machine or apparatus is causing or contributing to the said interference or disturbance. (ii) Without prejudice to the generality of Clause 15(i) to install at the Licensee’s own expense a power line conditioner or voltage regulator or any addition electric equipment to reduce or remedy any electricity current surge or voltage fluctuation that may arise. (iii) To indemnify and keep indemnified the Licensor against any claims, proceedings, action, losses, penalties, damages, expenses, costs, demands which may arise in connection with Clause 15 (i) above. 16. SUPPLY OF ELECTRICITY 16.1 ELECTRICAL METER (1) Unless otherwise agreed by the Licensor, the Licensee will be required to engage a qualified contractor to install and test the electricity meter relating to the Licensed Space. Prior written approval of the Licensor, and where required, the relevant authorities for such installation and testing must be obtained. All costs and expenses relating to such installation, testing and approvals (including without limitation, the costs and expenses arising from the submissions to, endorsements by and attendance of the Licensor’s licensed electrical worker) shall be borne by the Licensee. (2) The Licensee shall be responsible for the maintenance, repair and replacement of such electricity meter at the Licensee’s own costs and expense during the Term and must not tamper with, or do anything which may affect the accuracy of, such electricity meter. Page 5 (3) 16.2 Upon expiry or sooner determination of the Term, unless otherwise agreed by the Licensor, the Licensee will be required to remove the electricity meter, and make good, to the satisfaction of the Licensor, any damage due to such removal, at the Licensee’s own costs and expense. ELECTRICAL SUPPLY (1) Where the Licensor has effected or intends, at any time or from time to time during the Term, to effect an en bloc energy purchase for the Building, the Licensee will be deemed to have granted the Licensee’s consent to such purchase on acceptance of this offer (if the Licensee has not already done so earlier). Further, the Licensee must, unless the Licensee has already done so prior to the date of this offer and if required by the Licensor, sign an authorization containing such provisions as may be prescribed by the Licensor, to confirm such consent. The provisions of such authorization will apply in relation to the supply of electricity to the Licensed Space. (2) Where the Licensor has not or does not intend to effect an enbloc energy purchase for the Building, , the Licensee is required to make arrangements with the Licensor, or with such other supplier or retailer as may be agreed by the Licensor, for the supply of electricity to the Licensed Space. (3) Without prejudice to the generality of the foregoing, during the term of the Licence , the Licensee must not, at any time during the Term:(a) enter into or agree to enter into an energy purchase from any other person or party other than the Licensor unless the prior written consent of the Licensor is obtained; and (b) open a power supply account with SP Services Pte Ltd or any other electricity or power retailer unless the prior written consent of the Licensor is obtained. (4) 16.3 All charges for consumption of electricity at the Licensed Space, and any fee(s) incurred in connection with the en bloc energy purchase for the Building to supply electricity to the Licensed Space (hereinafter called “fee(s)”) shall be borne by the Licensee. The Licensor will give written notice to the Licensee of the monthly electricity charges and fee(s) payable by the Licensee for each month. In the absence of manifest error, the Licensee will accept the Licensor’s notice as binding and conclusive and pay the Licensor the amount specified in such notice within 7 days from the date of the notice. ELECTRICITY SUPPLY DEPOSIT (1) On acceptance of this offer, the Licensee shall pay to the Licensor a sum of $450.00 which will be applied towards the Electricity Supply Deposit referred to in : - Page 6 (a) the authorization mentioned in Clause 16.2 (1); or (b) paragraph (2) below. (2) 17. Subject to Clause 16.2(1) above, in cases where the Licensor arranges for the supply of electricity to the Licensed space under Clause 16.2(2) above, the Licensee must pay the Licensor an electricity supply deposit (the ‘Electricity Supply Deposit’) equal to 1.5 times of the amount of the monthly charges for the electricity supplied to the Licensed space. The Licensor will inform the Licensee of the amount of the Electricity Supply Deposit from time to time during the Licensed period. The Electricity Supply Deposit will be retained by the Licensor for the Licensed period and may be used (whether in whole or part) in or towards indemnifying the Licensor against any breach by the Licensee of its obligations under this Clause. If the Electricity Supply Deposit is for any reason less than the amount required by the Licensor under this paragraph (2), the Licensee must pay the Licensor the amount of the deficit within 14 days of the Licensor’s written request. The Licensor will refund the Electricity Supply Deposit (subject to the Licensor’s rights under this paragraph) to you, free of interest, together with the Security Deposit. STATE AND CONDITION The Licensee shall accept the state and condition of the Licensed Space as provided by the Licensor. 18. FLOOR LOADING The Licensee shall not place any evenly distributed load in excess of 7.5KN/m per square meter on the floor slab of the Licensed Space. 19. FITTING OUT WORKS AND OPERATIONS The Licensee shall accept the state and conditions of Licensed Space as provided by the Licensor. The Licensee would have to carry out, at their own cost, any renovation works, alterations, additions and modifications to the Licensed Space subject to the Licensee obtaining prior written approval from the Licensor and relevant government authorities. The Licensee shall also comply with the terms and conditions set out in the attached Renovation Guidelines in respect of the Licensee’s fitting out works and operations at the Licensed Space. At the Licensee’s own cost, the Licensee may either engage their own or the Building architect and professional engineer(s) to draw up their renovation plans and to submit to the relevant authorities, if necessary. All fees payable to the authorities shall be borne by the Licensee. Page 7 The Licensee is required to pay fees as stipulated in the attached Renovation Guide for the vetting/endorsement of their renovation plans by the building consultants (if applicable). If the Licensee is operating machines in the Licensed Space, the Licensee is to ensure that there is no noise, vibration and interference caused to other tenants of the Building. Should there be any complaints from the Licensor’s tenants of noise, vibration and interference caused by the Licensee’s operations, the Licensee should take steps (including carrying out the necessary insulation) to resolve the problem at their own costs. If the structural integrity of the building is affected, the Licensor reserves the right to instruct the Licensee to cease and/or reduce the activity on the machinery to a minimum thereby preventing further damage in the interim period until full repairs and remedial action be undertaken by the Licensee. The Licensee is not to disrupt the operation of the Licensor’s tenants during their fitting out works. Any noisy work including hacking, drilling and etc are only allowed after office hours or otherwise advised by the Licensor The Licensee shall also be required to comply with the terms and conditions as stipulated in Annexure A in respect of your fitting out works 20. TO REDECORATE Prior to the determination of the Term, the Licensee is to, at their own cost, remove all additions and alterations to the Licensed Space (excepting those which have been required by the Licensor to be left intact and insitu), restore the Licensed Space in all respects to its original state and condition and if so required by the Licensor to redecorate to the satisfaction of the Licensor. Should the Licensor be required to carry out any reinstatement work on the Licensee’s behalf, all costs and expenses incurred as a result will be borne by the Licensee. Licence Fee and other charges will continue to be levied and recoverable from the Licensee to the date of handing over of the Licensed Space to the Licensor. 21. RIGHT OF ACCESS The Licensor reserves the right to access into the Licensed Space to carry out any maintenance works that are deemed necessary. 22. INDEMNITY AND DAMAGES (a) The Licensee shall indemnify the Licensor against all claims, proceedings, damages, nuisance, interference, fines, penalties and losses, etc resulting from the installation and/or the use of the Licensed Space. Page 8 (b) The Licensee shall be wholly responsible for all damages and shall bear the full cost for repairs and reinstatement of such damaged buildings, equipment and fixtures wiring and piping as can be tracked back to the Licensee’s activities. (c) The Licensor shall not be responsible for any loss or damage caused to the Licensee’s equipment due to whatever reasons. 23. SPECIAL CONDITIONS (a) The Licensee is to ensure that the installation is aesthetically pleasing. The Licensor reserves the right to terminate this Licence with one (1) month notice and the Licensee shall remove the equipment upon the expiry of the said notice, at its own cost and expense due to whatever reasons. The Licensee shall indemnify the Licensor against all claims, loss, damage etc resulting from the removal of the equipment (if any). (b) The Licensee shall obtain approval from the Licensor’s Property Services Officers prior to any alteration or changes to the existing installation works to ensure that the cable routing, location, and any other installations do not interfere with any of the Licensor’s services, building structures and any other equipment and properties. (c) The Licensor shall not be responsible for any damages caused (if any) as a result of fume discharges by the Licensor’s tenants’ exhaust fumehoods or any other failures. (d) The Licensee is to ensure the equipment is to be properly secured, the Licensor shall not be liable for any damage or loss of the improper secured equipment. (e) The license for the Licensed Space shall run concurrently with the lease of Premises at #03-01/02 & #03-04/10 at 10 Changi Business Park Central 2, Hansapoint@CBP. Upon lease expiry or early termination of the lease for the Premises for any reason whatsoever, the Licensed Space of the Satellite dishes shall be terminated. In this event, clause 20 shall apply. 24. APPROVALS FROM RELEVANT AUTHORITIES This offer of the Licensed Space and acceptance is subject to the Licensee obtaining the necessary approvals from JTC and/or all relevant government authorities for the use of the Licensed Space for their operation. In the event that the aforesaid approval/s is/are not obtained, it is hereby agreed between the parties hereto that the Licensor shall give written notice to the Licensee of such fact, and the Licensee shall, within one (1) month of the Licensee’s receipt of the Licensor’s notice, refund to the Licensee all deposits paid hereunder by the Licensee without interest (subject however to appropriate deductions for any breach or damage done to the Licensed Space and/or the Building by the Licensee). The Page 9 Licensor shall also refund back to the Licensee the legal fees and/or stamp duties paid by the Licensee provided always that the same have not been expended for legal work rendered or for payment of stamp duty. The Licensee shall, however, be liable for payment of all Licence Fee, utilities and other charges payable hereunder for the period of time that the Licensee had occupied the Licensed Space until and including the day that the Licensed Space is handed back to the Licensor in the state and condition satisfactory to the Licensor. Prior to the handing over of the Licensed Space back to the Licensor, the Licensee shall, at their own costs and expense, reinstate the Licensed Space back to its original bare state and condition in accordance with Clause 20 hereof. Thereafter, this Agreement shall be null and void and neither party shall have any claims against the other in respect of any damages, compensation, costs, expenses, losses or otherwise arising out of or in connection therewith, save as provided in this Clause 24 The approved Use as stated in Clause 3 above shall not be changed without prior approval from the relevant authorities and the Licensor. 25. OTHER TERMS AND CONDITIONS The Licensee is to abide by and be bound to observe all the terms and conditions as stated in the Licence Agreement and the attached Annexure A. 26. LIMITATION OF LIABILITY Notwithstanding any contrary provision in this Agreement, it is hereby agreed and acknowledged that the Licensor is entering into this Agreement in its capacity as Trustee of Ascendas Real Estate Investment Trust (“A-REIT”) and not in its personal capacity. As such, any liability of or indemnity given or to be given by the Licensor shall be limited to the assets of A-REIT over which the Licensor has recourse and shall not extend to any personal assets of the Licensor or any assets held by the Licensor as Trustee for any trust (other than A-REIT). Page 10 27. STATEMENT OF ACCOUNTS AMOUNT Advance Licence Fee for equipment Security Deposit Electricity Deposit Reinstatement Deposit Legal Charges For Licence Agreement $3,081.60 GST 7% $215.71 $18,489.60 $450.00 $2,000.00 $500.00 $35.00 SUB-TOTAL $24,521.20 $250.71 Less: Security Deposit from Current Licence Period ($9,244.80) GST PAYABLE TOTAL AMOUNT (INCLUSIVE OF GST) (payable to “HTSG a/c Ascendas REIT”) JTC NON-REFUNDABLE SUBLET ADMINISTRATIVE FEE [payable to “JTC Corporation”] $250.71 $15,527.11 $535.00 The TOTAL AMOUNT payable includes the 1st month advance Licence Fee beginning 15 April 2014. GIRO payment will be effective from the following month. Page 11 28. ACCEPTANCE To accept this offer, please proceed with the followings:(a) Write us a letter of acceptance of this offer with your company’s letterhead (using our specimen copy as a guide); (b) Enclose a cheque for $15,527.11 made out in favour of “HTSG a/c Ascendas REIT”; and (c) Enclose a cheque for $535.00 made out in favour of “JTC Corporation” for the JTC Non-Refundable Sublet Administrative Fee. 29. This offer shall lapse if it is not accepted by 30 August 2013 unless an extension time has been requested and agreed by us. 30. CONTACT DETAILS Please contact Juirine Tan at DID Tel No. 65088835 and Mobile No. 92255319 if you have any queries. Yours faithfully, For and on behalf of HSBC Institutional Trust Services (Singapore) Limited as trustee of Ascendas Real Estate Investment Trust ---------------------------------------------------------Name: ---------------------------------------------------------Name: Date: Date: 01 July 2013 01 July 2013 encl. Page 12 ANNEXURE A TERMS AND CONDITIONS You must comply with the following terms and conditions :1) To set up the actual route on site on the proposed installation for the Licensor’s approval. 2) To submit the schedule of work, ie the commencement and completion date of installation. 3) To submit the as-built drawing to us for endorsement by a competent personnel. In addition, to obtain clearance and/or approval from the relevant Government authorities regarding the installation of the equipment / antennas and to forward a duplicate copy approval letter for the Licensor’s retention. 4) Proper signage (if applicable) must be displayed to cordon-off the affected areas as shown in your plan. 5) To arrange for an inspection upon completion of your installation. 6) You will be responsible for the maintenance of the cabling, antennas and equipment during the course of your operation. 7) To furnish details of party/parties concerned for us to contact in the event of breakdown/emergency. 8) To provide us the information of your departments concerned for us to bill you for the licence fee and electricity charges. 9) The antennas shall be installed away from other existing TV antennas or other existing communication equipment (if any). 10) You shall be responsible for the connection of the installation of lightning protection system (if applicable) to protect your own equipment. 11) The equipment and antennas shall not cause any electro-magnetic and/or any other kind of interference to any other equipment. 12) You shall maintain the equipment and antennas in good condition at all time. 13) The installation of your equipment and antennas as mentioned by you will not cause any interference or nuisance to the Licensor and/or tenant’s installation at the roof level. However, we reserve the right to ask you to remove your equipment and antennas (at your own cost and expense) within one month from the date of our written notification to you, if we and/or the tenants are faced with such incident after you have installed the equipment and antennas. Page 13 14) You shall relocate or remove the equipment at your own cost and expense, if so requested by the Licensor. The Licensor shall not be held responsible for any disruptions, loss, damages, breakdowns, malfunction, etc of your system in connection with the relocation or removal. 15) The Licensor shall not be responsible for any loss or damage to the antennas, equipment and installation. 16) As required by the authority, our electrical installation is subject to yearly licensing. As such, the electricity supply to your equipment, system, etc will be disrupted once a year (which generally the licensing is conducted on a Sunday or Public Holiday). Page 14 LETTER OF ACCEPTANCE SPECIMEN (Please follow the contents as setout in this specimen letter using your company letterhead) Your ref Date : : CBP-HANSAPOINT-123-0012 HSBC Institutional Trust Services (Singapore) Limited as trustee of Ascendas Real Estate Investment Trust c/o Ascendas Services Pte Ltd 61 Science Park Road #04-01 The Galen Singapore Science Park II Singapore 117525 Dear Sirs LICENCE TO INSTALL THREE (3) SATELLITE DISHES AT ROOF TOP OF 10 CHANGI BUSINESS PARK CENTRAL 2, HANSAPOINT@CBP, SINGAPORE 486030 We hereby confirm the acceptance of the terms, covenants and conditions stipulated in your letter of offer dated 17 April 2013, together with:(a) Cheque payment of $15,527.11 issued in favour of “HTSG a/c Ascendas REIT”; (b) Cheque payment of $535.00 issued in favour of “JTC Corporation”. We agree that after acceptance of the offer, any withdrawal or cancellation of our acceptance resulting from our failure to fulfill any of the above terms and conditions shall give you the absolute right to forfeit the Deposit and Advance Licence Fee in full and also to recover from us all costs incurred and losses (including payment of rent for the rent free period) suffered by you as a result of the withdrawal or cancellation. Yours faithfully SPE NETWORKS-ASIA PTE. LTD Name of Signatory Designation Company Stamp
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