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Sub-Tenancy Agreement

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Date:
2004
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60K
ID:
#1131268

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DATED THE 1st DAY OF JULY 2004 BETWEEN TS MATRIX BHD (Company No. 137599-H) AND TRIO TECH SDN BHD (Company No. 105390-V) -------------------------- SUB-TENANCY AGREEMENT -------------------------- <PAGE> SUB-TENANCY AGREEMENT AN AGREEMENT made the day and year stated in Item 1 of the First Schedule annexed hereto between TS MATRIX BHD (Company No 137599-H), a company incorporated in Malaysia with its registered office at B-10-3,10th Floor (Suite A), Megan Phileo Promenade, 189 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia (hereinafter called "the Landlord") of the one part; And TRIO TECH (MALAYSIA) SDN. BHD. (Company No.: 105390-V) a company incorporated in Malaysia with its registered office at Plot 1A Phase 1, Bayan Lepas, Free Trade Zone, Pulau Pinang, 11900 Penang, Malaysia (hereinafter called "the Tenant") of the other part. SECTION 1 INTERPRETATION DEFINITIONS Wherever used in this Agreement unless the context shall otherwise require, the following expressions shall have the following meanings:- 1.1 "APPROPRIATE AUTHORITIES" mean any governmental, semi or quasi-governmental and/or statutory departments, agencies or bodies having jurisdiction from time to time and at any time over a relevant matter; 1.2 "BUILDINGS" means the single storey detached factory block with an annexed double storey factory block and a three storey factory cum office block constructed on the Said Land and includes any extensions and additions subsequently made thereto together with all foundation, basement and other works carried thereon, roads, gardens, pavements, carparks, and all installations and facilities found on the Said Land; 1.3 "COMMON PROPERTY" means the canteen, the staircase leading to the canteen, the locker area, the carpark and all pathways connecting the car park and guardhouse with the Demised Premises; 1.4 "COMMENCEMENT DATE" means the date of this Sub-Tenancy Agreement; 1.5 "DEMISED PREMISES" mean all that parcel of premises forming part of the Buildings outlined in blue in the Floor Plans, in total 19,334 square feet consisting of:- 1.4.1 Burn-in Site 1 measuring 15,259 square feet; 1.4.2 Burn- in Site 2 measuring 3,610 square feet; 1.4.3 the Store measuring 465 square feet; 1.6 "FLOOR PLANS" mean the plans of the Demised Premises which are more particularly described and shown in the Second Schedule annexed hereto; 1.7 "LANDLORD" means TS MATRIX BHD. (Company No.: 137599-H) a company incorporated in Malaysia with its registered office at B-10-3,10th Floor (Suite A), Megan Phileo Promenade, 189, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia and includes its successors-in-title and permitted assigns; 1.8 "LANDLORD'S EXCLUSIVE PREMISES" means the premises forming part of the Buildings outlined in yellow in the Floor Plans, 1.9 "OPERATION HOURS" mean twenty four (24) hours, every day of the year; [MALAYSIAN STAMP] /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai <PAGE> 1.9A "OWNER" means POLYMOLD TOOL & ENGINEERING SDN. BHD. (Company No.: 14934 M) a company incorporated in Malaysia with its registered office at B-10-3,10th Floor (Suite A), Megan Phileo Promenade, 189, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia and includes its successors-in-title and permitted assigns; 1.10 "RENTAL" means the sum stipulated in item 3 of the First Schedule; 1.11 "SAID LAND" means all the lands held under P.M. 33, Lot 52540, Mukim Damansara and HS(D) 108103, PT6, Bandar Petaling Jaya Tambahan II known as Lot 11A, Jalan SS8/2, Sungai Way Free Industrial Zone, 47300 Petaling Jaya, Selangor upon which the Buildings are erected; 1.12 "SECURITY SERVICES" means twenty-four hour security services to the Buildings and the Said Land; 1.13 "TENANT" mean TRIO TECH (MALAYSIA) SDN. BHD. (Company No.: 105390-V) a company incorporated in Malaysia with its registered office at Plot 1A Phase 1, Bayan Lepas, Free Trade Zone, Pulau Pinang, 11900 Penang, Malaysia and includes its successors-in-title, liquidators, receivers, managers and permitted assigns; 1.14 "UTILITIES" mean electricity and water supplied to the Demised Premises; 1.15 Headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement. 1.16 Unless the context otherwise requires, words denoting the singular number shall include the plural and vice versa and words denoting natural persons shall include corporations and partnerships. 1.17 Words denoting the masculine gender shall include the feminine and neuter genders and vice versa. 1.18 Reference to sections are to be construed as reference to sections of this Agreement. SECTION 2 THE SAID LAND 2.1 OWNERSHIP The Owner is the registered and beneficial owner of the Said Land. By a tenancy agreement dated day of ("Principal Tenancy"), the Owner has agreed to let and the Landlord has agreed to accept a tenancy of 3 years subject to automatic renewal of the tenancy period in respect of the Said Land upon the terms and conditions thereunder. 2.2 SALE AND PURCHASE AGREEMENT Further to a sale and purchase agreement relating to the acquisition of the burn-in testing division business dealing with testing of semiconductor components dated the day of 2004 ["Sale and Purchase Agreement"], made between the Landlord as seller and the Tenant as buyer, it is a term of the said Sale and Purchase Agreement that the Landlord shall agree to sub-let the Demised Premises to the Tenant with effect from the Commencement Date upon the terms and conditions herein. 2.3 PRIOR INSPECTION The Tenant has inspected the Floor Plans, the Demised Premises and its specifications and has agreed to take a sub-tenancy of the Demised Premises upon the terms and conditions herein contained. 2.4 DEMISED PREMISES /s/ Dr. Tan Enk Ee /s/ Yong Siew Wai <PAGE> The Landlord agrees to sub-let and the Tenant agrees to take a sub-tenancy of the Demised Premises for a period of three (3) years commencing on the Commencement Date subject to the terms and conditions hereinafter contained. The Landlord hereby confirms that the Owner has consented to this sub-tenancy and will procure the Owner's acknowledgement of and consent to this sub-tenancy on or before the Commencement Date. 2.5 MEASUREMENT OF DEMISED PREMISES It is hereby declared, understood and agreed that the position of the Demised Premises as shown in the Floor Plans annexed hereto and the measurement of the boundaries and area of the Demised Premises as given herein are believed but are not guaranteed to be correct. The Demised Premises have been staked out in accordance with the Floor Plans and have been opened to the inspection of the Tenant and shall not be the subject of any claims / dispute whatsoever. For the purpose of all measurements, the external line of all walls, partitions or, where applicable, glass lines are used, save and except for the common walls / partitions shared by two or more occupants, in which case the middle line of the common wall/partition shall be used. It is expressly declared and agreed that if there are columns in the Demised Premises, the area occupied by the columns shall be included as part of the area of the Demised Premises. For the purpose of the calculation of the rental, the area stated for the Demised Premises hereof shall be final and conclusive between the Landlord and the Tenant. SECTION 3 DEPOSITS 3.1 RENTAL DEPOSIT The Tenant shall on the Commencement Date pay to the Landlord a deposit as stipulated in item 2 of the First Schedule as security for the due observance and performance by the Tenant of the terms and conditions of this Agreement. 3.2 RENTAL DEPOSIT TO BE MAINTAINED The rental deposit as stipulated in Section 3.1 hereof shall not be deemed to be or treated as payment of rent or set-off against any arrears of payment due from the Tenant to the Landlord and shall be maintained at the stipulated amounts at all times during the term hereby created save and except where the Rental is varied under the terms of this Agreement, in which circumstance, the rental deposit shall be adjusted proportionately. 3.3 REFUND OF RENTAL DEPOSIT Upon termination of the term hereby created by the effluxion of time or otherwise, and provided that all moneys due hereunder shall have been duly paid on the due dates and ail other terms covenants and conditions have been duly performed and observed by the Tenant, the Landlord shall, subject always to Section 8.1 below or subject to satisfactory inspection carried out in accordance with Section 9.2 below, refund to the Tenant within fourteen (14) days from the date of such termination or fourteen (14) days from the date of delivery of vacant possession of the Demised Premises to the Landlord, whichever shall be later the rental deposit free of interest less such sum or sums as may then be found to be owing to the Landlord pursuant to satisfactory inspection carried out in accordance with Section 9.2. If the Tenant has not duly and punctually observed and performed all its covenants, conditions and stipulations herein contained, the Landlord is entitled at its sole discretion to forfeit the rental deposit as stipulated in Section 3.1 hereof up to the aggregate of: (a) all amounts due and payable to the Landlord under this Agreement and (b) all such sums which may be incurred by the Landlord as a result of the Tenant's failure to observe and perform all its covenants, conditions and stipulations herein contained. 3.4 INTERCHANGEABILITY OF DEPOSITS
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