(Landlord ) + (Tenant ) LEASE’ AGREEMENTwe THIS AGREEMENT is made on the day of 19, at ‘Thailand. BY AND BETWEEN a) whose registered office is located at » Thailand (hereinafter referred. to as the " Landlord”) of the one part, and @Q (hereinafter referred to as the “Tenant") of the other part. WHEREAS, the Landlord is the owner of the office unit(s) in the * q building located at cr », Thailand (hereinafter called the "Butlding"). WHEREAS, the Landlord desires to lease out and the Tenant desires to.take on lease the unit in the Building as herein prescribed. WHEREBY IT IS AGREED AS FOLLOWS: - DESCRIPTION In consideration of the payment of the Rental and the Tenant’ covenants hereinafter Contained, the Landlord hereby agrecs to letse io the Tenant and the Tenant accapts tc Jeaso from the Landlord the Unit No. on ___ Floor, totaling an area o. approximately sq.m. ( square moters) as appearing in the brief plan annexed to this Agreement ( }) which shall be Seemed as integral parts hereof (hereinafter referred to as the “Premlses"). 2, PURPOSE OF LEASE ‘The Tenant accepts to lease the Premises for the purposes of ang hereby agrees not to use nor permit any other person to use the Premises nor any 4ba LEASE TERM ‘The term of this lease shill be for @ period of three years commencing from and expiring on (hereinafter referred to as the “Lease Term’). ‘The Landlord shall deliver the Premises to the Tenant and the Tenant shall accept the delivery of the Premises from the Landlord on unless varied by the clause below. = If the Premises are not ready to be delivered by the date specified herein for whatever ‘céeon then the Landlord shall notify the Tenant in writing of the anticipated period of clay and the date on which the Premises will be delivered, in such circumstances, the date of the Lease Term under Clause 3 and the date of first Rental Payment under Clause 4 of this Agreement shall be as specified in such notice. RENTAL & PAYMENT Fhe Tenant shall pay in advance the monthly rental to the Landlord in the sura of Baht 5 ) per month, on or before the fifth (5) day of each and every calendar iaonth a the Landlord's ottiee or the Place to be specified by the Landlord (hereinafter referred to a8 the "Renta fo the case where the payment due date is @ bank holiday, such payment shall be made in advance before the due date, ‘The fits Rental for Lease of the Premises shall be Paid on ; Late payment in any Rental shall be subject to Interest at two percent (2%) per month on the unpald amount as from the original due date until payment te received, SECURITY DEPOSIT 5.01 Upon the signing of this Agreement the Tenant agrees to deposit with the Landiord the sum of Baht the part of the Tenant herein contained which may be suffered by the Lendion a Cony SEMEM Of aay debt that may exist of whatever nature between the Landlord and the Tenant. 5.02 The Security Deposit shall be refunded without interest to the Tenant within thirty (30) days after the expiration of the Lease Term provided that the Tena has fulfilled all his obligations fants as provided i AY5.03 5.04 The Security Deposit is not and shel] not be deemed to be a prepayment of the Rental nor shall it be used by the Tenant as a reason and excuse not to pay the Rental as stipulated in this Agreement. The Security Deposit shall at all times amount to the equivalent of the sum set forth in Clause 5.01 of this Agreement and payment shall be made by the Tenant to the Landlord forthwith whenever the Security’ Deposit represents Jess than the required amount. ‘TENANT’ S COVENANTS ‘Throughout the Lease Term, the Tenant hereby covenants with the Landlord as follows:- 6.03, 6.02 6.03 6.04 6.05 6.06 6.07 To pay the Rental when duc and payable at the time and in the manner provided in Clause 4 of this Agreement. ‘To use and occupy the Premises solely and exclusively as and for the purposes set out in Clause 2 of this Agreement. Not to use nor permit to use the Premises or any part thereof to be used for any illegal or immoral purpose, Not to create nor allow on the Premises or in the common areas, or any part thereof, any nuisance or any act or matter or thing whatsoever including noise or odour which may tend to be annoyance or nuisance or cause damage or disturbance to the Landlord or other tenants or occupiers of any other portion of the Building, ee xe Not to store nor bring into x6 Buildipg and/or Premises any articles of a combustible, explosive, je/or dengerous nature including gas cylinders, and not to do, 6} permit 6) condone any action by reason whereof any insurance effected on the Building may be rendered void or voidable or whereby the rate of insurance premium thereon may be increased, and to comply with all recommendations of the insurers and fire authorities as to fire precautions-relating to the Premises or the Building. Not to create nor cause to be created any lien or encumbrance of any kind and howsocver over the Premises or any part thereof or any interest therein other than this lease, To pay on demand to the Lantlord the cost of the water and olectricity supply, used in the Premises in accordance with the units recorded in the meters at the rates specified in the Service Agreement within seven (7) days from the date of receipt of notice from the Landlord.6.08 6.09 6.10 611 6.12 To pay on demand to the Landlord the telephone charges in accordance with ° the receipt as charged by the Telephone Organisation of Thailend within seven (7) days from the date of receipt of notice from the Lendlord. Not to, without prior written consent of the Landlord, erect any structure, Pipe, wire, nor post any such erection on the Premises, nor to make or allow to be made any alteration or improvement in or addition, thereto, nor to commit or permit or suffer any damages to the Premises nor to cut, maim or injure or allow to be cut, maimed or injured any of the walls, floor, ceiling, columns, wires, pipes, drains, appartenances, fixtures or fittings thereof. Any alteration and/or improvement in and/or additions to thé Premises made by the Tenant in fixed form with-or without prior written consent of the Landlord, shall become part of the Premises and property of the Landlord, whereby the Tenant shall not claim for any reimbursement or compensation therefore. Nevertheless, the Landlord reserves the right to demand the Tenant fo restore the Premises to its original good condition in all respects xt the Tenant's own expense. Not to damage or cause to be damaged any part of the Building and to pay the Landlord any costs for repairing she same. Upon-the expiration or termination of the lease; if the Landlofd is unable to take possession of the Premises due to Tenant's failuré 10 comply with the preceding conditions, besides being held responsibig/ for any’ loss or damage which may be incurred the Landlord either director indirectly, the Tenant shall pay the Landlord a fine equivalent to double the amount of monthly rental and monthly service charge to be averaged on a daily fine basis. Not to affix, erect, attach, exhibit, inscribe, paint or suffer so to be upon the Premises or any part of the interior or exterior of the Premises and/or the Building or to be visible through eny windows thereof, any placard, poster, notice, advertisement, name, sign, trademark, service mark, certification mark, collective mark, trade-name, television or wireless mast or aerial whatsoever visible from the outside of the Premises and or Building without prior written consent of the Landlord, and any governmental license, tax and fee in this regard shall be entirely of the Tenant's own responsibilities. Af all times to mainteiii or repeir the Premises in « clean and sunitary condition, and to keep the interior of the Premises including doors, windows, electrical fixtures, water and telephone facilities etc. in clean, good and well- repaired condition at the Tenant's own expenses throughout the Lease Term. To permit the Landlord and/or his representative(s), at sll reasonable times and intervals, to enter and inspect the state and condition of the Premises, and for the purposes as may be necessary or proper for reasonable protection of the Landlord's interests in the Premises and within a reasonable time as the Landlord may think fit after the Landlord shall have given the Tenant written 4 JA613 6.14 6.15 otice of any defects, decay or wants of reparation found thereupon, to repair - and make good the same, PROVIDED that if the Tenant shall not within reven (7) days after serving of such notice commence and proceed diligently with the pxccution of the works specified as aforesaid, the Landlord shall have the eight wate the Premises and execute such repairs and work and the cost thereof shall become a debt, immediately paysble by the Tenant to the Landlord over and sbove the Rental except ia the case of an emergency where otha Atali times, to observe and conform to the Regulations of the Building and all fules ‘and regulations and restrictions which may be amended, revised imposed by the Landlord and/or the Manager of the Building (hereinafter referred to as the "Regulations"). The Household Tax of 12.5% as Jevied by.the government on the Premises shall be borne by the Landlord, Taxes in excess of 12.5% shall be bome by the Tenant. {a the event that the Landlord is required to pay any other house and land tex, Tenamt’s obligation as stated in the previous reeaeraPhs the Tenant shalt immediately reimburse the Landlord in full on receipt of the Landlord's notice. snd all servants, agents and workmen of the Landlord and with othee tenaate co contractors carrying out any work in the Building. ~ The Tenant shall obey and emus his servants, agents, contractors and workmen to obey and comply with all instructions and directions which may be given by the Landlord, the Mauager of the Building and the Landlord's servants or agents or cles sauporised representatives relating to carrying out such work. ‘This provision shall further apply to all subsequent redecoration of the Premises by the Tenant.6.16 6.17 6.18 6.19 6.20 6.21 Fo load and unlosd goods only at such times and through such entrances and by uch service lifts (if any) as designated by the Manager of the Building for this purpose trom time to time, ¥ To Pay {0 or reimburse the Landlord for the cost of any damage caused to any Pie pr ibe common areas, services or facilities of the Building by the Tenant, bis Ilcensees, employees, agents or contractors ot any other persons claiming To be liable for any act of default negligence or omission of the Tenant's copter employees, invitees or licensees as if it were the act of detec negligence or omission of the Tenant and to inderanify the Landlord against all coat tms demands, expenses or abilities to any third party in connection therewith. carly termination of this Agreement in good clean and ienantable repair and Not to use the Premises or any part thereof as sleeping quarters or as domestic Premises for temporary or permanent Purpose or to allow any person to remain tn the Premises overnight without the Landlord's prior permission in writinfg. cal6.22 Not to park in, obstruct or otherwise use nor permit to be parked in obstructed or gtherwise used by any employee, agent or licensee of the Tenant those areas (if any) of the Building allocated to parking or the movement of or 2cczss for vehicles or those areas designated as loading/unloading areas other than in accordance with the Regulations made from time to time by the Landlord. 6.23 Not to cook nor permit to be cooked any food in the Premises except in those portions (if any) of the Premises which are designated as a kitchen or to cause or permit any offensive or unusual odours to be produced upon or emanating from the Premises. fe X 6.24 To deduct the withholding tax on thie Rental at the time of the payment is made under this Agrecment and remit such withholding tax:to the Revenue Office and to issue a certificate of deduction of withholding tax to’the Landlord within 7 days as from the payment is made. If the Tenant fails or omits to deduct and/or remit such withholding tax to the Revenue Office, the Tenant shall be solely responsible for any and all penalty and surcharge which may be incurred in accordance with the Revenue Code. 6.25 Not to sell or cause to be sold the goods or product in the Premises without the 5 prior consent of the Landlord.’ ' Such sale shall be subject to the Regulations or instruction provided by the Landlord. nat et : ine 6.26 Not to do@) suffer @¥ permit to be done anything whereby the flushing or drainage system will be clogged for the efficient working thereof may be impaired. 6.27 Not to placo any furniture, equipment, filing cabinet or things having a weight exceeding two hundred (200) kilograms per square moter in the Premises. LANDLORD'S COVENANTS The Landlord hereby covenants that the Tenant shall peaceably hold and enjoy the Premises during the period agreed tipon in Clause 3 throughout the Lease Term without any intrusion or interruption by the Landlord, provided that the Tenant duly pays the monthly Rental and the Security Deposit and has complied with all its obligations under this Agreement. . LIMITATION OF LANDLORD'S LIABILITY. ‘The Tenant shall not hold the Landlord or its officers, servants, employees or agents liable in any way in respect of any injury, damage, loss of business or other liability whatsoever suffered by the Tenant or any other pariy howsvaver caused in partic but without limitation caused by or through or in any way owing to:- co10. 8.01 . any interruption of services by reason of necessary repair or maintenance; 8.02 Joss, damage or destruction by fire, waler, theft, Act of God, Force Majeure, or other causes beyond the Landlord's control; 8.03 the act, neglect or default of other tenants and occupants of the Building and 8.04 any defect in the supply of electricity or from any surge, reduction, variation, 8.05 any interruption of the Passenger lifts or service lifts -provided or any interruption in any of the operations of passenger lifts or service lifts by reason of necessary repairs to or maintenance of any installation or apparatus. SUBLEASE & ASSIGNMENT herein, 52 bhab TERMINATION PROVIDED always and it is hereby agreed as follows:- 11.01 1102 If at any time during the Lease Term the payment of Rental or any part thereof shall be in arrears and unpaid for fourtecn (14) days after the date it became due (whether formally demanded or not), or if and whenever there shall be any breach or non-performance or non-obscrvance of any of the covenants on the part of the Tenant herein contained, or of the Regulations, -or if the Tenant shall become bankrupt or shall enter into liquidation (whether compulsory: or voluntary), or if @ receiver shall be appointed to carry on the, Tenant's business, or if the Tenant shall enter imo an arrangement or composition for the beaefit of the Tenant's creditors or shall suffer any distress or execution to be levied on the Tenant’s goods, then and jn any of the sald events: the Landlord may at any time thereafter, re-cnter\Jnto and upom)the Premises or any part thereof and the Leadlord shall upon written notice to the Tenant, lawfully have the right to terminate this lease immediately and forfeit the Security Deposit and any other payment made by the Tenant to the Landlord, but without prejudice to any rights or romedies which may then have accrued to the Landlord against the Tenant in respect of any arrears of the Rental or antecedent breach of any of the covenants herein contained. After the termination of this Agreement, the Tenant shall.forthwith surrender the Premises to the Landlord in good and tenantable condition. If the Premises, or any part thereof, during the Lease Tert/shall be damaged or destroyed or rendered untenantable by fire or other risk(except through the negligence of the Tenant or Its officers, servants, employees, licensees, agents, guests of invitees), the Rental shall be a pro rata share according to the nature and extent of the damage and payment of the Rental shall be suspended until the Premises shall have been reinstated and again rendered fit for use or occupation, provided however that, should the Premises be unfit for use or ‘occupation for a period of more than ninety (90) days, the Tenant shall have the option of remaining the Tenant thereafter under the above terms or terminating this Agreement. - INSURANCE ‘The parties agree that the Tenant shall take out insurance to cover Alll Risks in respect of his own property, fixtures and fittings and in case of damage shall utilize the proceeds from his insurance or his own funds to restore and repair his property, fitkings and fixtures to the odginal condition.14. 15. 17. INDEMNITY The Tenant shall indemnify the Landlord from and against all actions, proceedings, demands, costs, expenses, liabilities and claims whatsoever brought by other tenants ‘or occupiers of the Building and any other third parties in respect of any liability caused by or arising from the act, neglect or default of the Tenant or its employees, servants, contractors, agents, licensees or visitors. CONDONATION NOT A WAIVER The Landlord's failure to take action against the Tenant for non-performance of any term of this Agreement shall not be construed as a general waiver or relinquishment of any such right, term or condition. Notwithstanding the Landlord's consent to the ‘Tenant's performance or omission of any acts contrary to those mentioned herein, it shall be deemed consent granted for the particular case and not for all or any others incurred thereafter. Should the Landlord for whatever reason delay or not enforce any provision or exercise any of its rights herein stipulated, such delay shall not constitute any waiver of any other rights contained herein. NOTICES 2 The Tenant certifies that the domicile of the Tenent under this Agreement is. the correct domicile. Any notification or document to be sent by the Landlord to the Tenant at the given domicile shall be considered as legitimately delivered and acknowledged by the Tenant on the day thet the document should normally ative. If the Tenant shall change the address, the Landlord shall be notified immedistely upon the date of the change, APPLICABLE LAW This Agreement shall be governed and construed in accordance with the Jaw of ‘Thailand. Any dispute arising from this Agreement shall be submitted to the Civil Courfin Bangkok. . ft compelint jeorsschishin FORCE MAJEURE In any case where the performance of amy obligation hereunder of either of the parties is prevented, restricted or interfered with by reason of:- 10. wn18. 19. 17.01 Fire, oxplosion, breakdown of the Premises and/or the Building, strike, lockout, Jabour dispute, casualty or accident, epidemic, flood, lack of or failure ‘of sources of supply of labour, power or supplies; or 17.02 War, revolution, civil commotion, acts of public enemies, blockage or embargo; or 17.03 Any law, order, proclamation, regulation, ordinance, demand or requirement of any government or of any subdivision, authority or representative of any such government; the party so affected, upon providing prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference. HEADINGS ‘The Headings appearing in this Agreement are inserted only for convenience and in no way do they define, limit or describe the scope or the intent of the Sections or Clauses of the Agreement and have no effect on this Agreement. Any references to the singular or plural oumber shall be deemed to include the plural or singular number respectively and words using the masculine gender only shail include the feminine or neuter gender and vice versa as the case may be. ENTIRE AGREEMENT ‘This Agreement and the Schedules attached hereto constitute the. entire agreement between the parties and no additions hereto nor modifications hereof shall be val! untess the same are made in writing, signed by both parties and attached to th Agreement. ‘THIS AGREEMENT js made in duplicate, a copy of which is to be retained by the Landlord and the Tenant respectively. Both parties declared that they have thoroughly read, understood and approved the contents herein contained. 56 oueo IN’ WITNESS WHEREOF, the Landlord and thy/Tenant have hereunto affixed their signatures and seals (If any) in the presence of witness‘on the date aforementioned above. LANDLORD In the presence oft Witness ‘ By: C 4 By: = SS TENANT Witness By: 7 (Authorized Signatory) “12.