Rent: The monthly rent shall be calculated at the rate of NT$[***]. The monthly rent shall be NT$[***] (exclusive of Value-Added Tax).

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The parties agree that the period from July 1, 2023 to July 31, 2023, totaling one (1) month, shall constitute a rent-free fit-out period.

Rent Adjustment: The rent shall be increased by five percent (5%) commencing from the sixth lease year and by an additional five percent (5%) commencing from the ninth lease year.

From August 1, 2023 through June 30, 2028, the monthly rent shall be NT$[***], exclusive of five percent (5%) Value-Added Tax. (If the applicable tax rate is adjusted, the adjusted tax rate shall apply.)

From July 1, 2028 through June 30, 2031, the monthly rent shall be NT$[***], exclusive of five percent (5%) Value-Added Tax. (If the applicable tax rate is adjusted, the adjusted tax rate shall apply.)

From July 1, 2031 through June 30, 2033, the monthly rent shall be NT$[***], exclusive of five percent (5%) Value-Added Tax. (If the applicable tax rate is adjusted, the adjusted tax rate shall apply.)

Party B shall use the Leased Premises solely for business activities approved by the competent industrial authority or other relevant governmental authorities. Party B shall not, without authorization, sublease, lend, assign, transfer, or otherwise permit any third party to use all or any part of the Leased Premises through any disguised arrangement. For the avoidance of doubt, the term “third party” as used herein shall not include Party B’s employees, employees of Party B’s affiliated companies, or Party B’s contractors to the extent their use is reasonably necessary for the approved business purposes authorized by the competent authorities. Party B shall not use the Leased Premises for any unlawful purpose or store any illegal or hazardous materials that may endanger public safety.

If Party B elects not to renew this Agreement, Party B shall, upon expiration of the Lease Term, immediately vacate and return the Leased Premises to Party A. Except as otherwise provided by applicable law or this Agreement, Party B shall not be entitled to claim any relocation expenses or any other compensation from Party A.

Unless otherwise provided in this Agreement, where modification of the existing facilities within the factory building of the Leased Premises is necessary, Party B may carry out renovation or fit-out works upon obtaining Party A’s consent. Upon receiving Party B’s request, Party A shall respond as promptly as practicable and shall not unreasonably withhold its consent. Party B agrees that any renovation or fit-out works shall not damage the existing structural components of the building. Upon expiration of this Agreement without renewal, or upon termination of this Agreement prior to expiration, Party B may return the Leased Premises to Party A in its renovated condition. If this Agreement expires without renewal, or if Party B voluntarily terminates this Agreement (except where such termination results from causes attributable to Party A), Party B shall not be entitled to claim compensation from Party A for any renovation, fit-out, or improvement costs.

Party B accepts the factory premises from Party A in their existing condition. Party A agrees that, within the leased area, Party B may undertake and carry out any necessary expansion works, repairs, installation of water and electrical facilities, and other necessary measures at its own discretion. Party A shall, throughout the Lease Term, maintain the Leased Premises in a condition suitable for Party B’s normal use.

During the term of this Agreement, Party A shall not terminate this Agreement for any reason. If Party A terminates this Agreement for any reason, Party A shall be liable for all resulting damages.

From the date on which Party A delivers possession of the Leased Premises to Party B, Party B shall be responsible for the custody, maintenance, and upkeep of the Leased Premises. However, in the event of any damage to the Leased Premises, responsibility shall be determined on a case-by-case basis according to the specific circumstances, and the party to whom such damage is attributable shall be responsible therefor. Any repair, restoration, or remedial work shall be carried out on the condition that it does not delay, interfere with, or adversely affect Party B’s normal use of the Leased Premises.

Except in the event of force majeure, including natural disasters and other unforeseeable events, if the Leased Premises are damaged or destroyed by fire as a result of Party B’s gross negligence, Party B shall be liable for the resulting damages. Party B shall procure and maintain fire insurance naming Party A as the insured.

If Party B violates the restrictions on the use of the Leased Premises set forth herein, or if Party B is in arrears in rent payments for a period exceeding two (2) months, Party A may, after serving a demand for payment and granting a specified period for cure, terminate this Agreement if Party B fails to make payment within such period. Upon such termination, Party A shall be entitled to forfeit the Security Deposit in accordance with Article 4 of this Agreement.

Either party may terminate this Agreement by written notice to the other party upon the occurrence of any of the following events:

A party fails to perform any obligation under this Agreement and, after receiving written notice from the non-defaulting party requiring cure within a specified period, fails to remedy such default within the prescribed period.

The Leased Premises are used in an improper manner that endangers public safety, public health, or causes pollution, and such circumstances have been verified and confirmed.

Upon expiration of the Lease Term, Party A agrees that Party B shall have the first priority right to lease the Leased Premises. The first priority right to lease means that, prior to the expiration of the Lease Term, before Party A contacts or negotiates with any third party regarding the intention to lease or the leasing terms and conditions of all or part of the Leased Premises, Party A shall first discuss and negotiate the leasing terms and conditions with Party B. If Party A and Party B reach an agreement on the lease (including a verbal agreement even if a written lease agreement has not yet been executed), Party A shall not enter into any lease agreement with any third party. If Party A and Party B fail to reach an agreement on the lease and Party A intends to lease the Leased Premises to a third party, Party B shall have the right to claim the lease under the same rental terms and amount offered to such third party.

All taxes and levies imposed on the land of the Leased Premises (including Land Value Tax) and on the buildings of the Leased Premises (including House Tax) shall be borne by Party A.

During the Lease Term, all expenses arising from Party B’s use of the Premises from the date of handover, including but not limited to water charges, electricity charges, industrial park maintenance fees, internet fees, septic waste disposal fees, waste disposal fees, and any taxes required for Party B’s business operations, shall be borne by Party B.

As Party A is the registered owner of the electricity and water supply accounts, if Party B wishes to share the use thereof, Party A shall install sub-meters. Party B shall pay charges based on its actual consumption as recorded by such sub-meters. Electricity charges for common areas shall be apportioned according to the leased area. Party A shall issue a correct invoice each month to Party B for payment, and Party B shall make payment within the same month.

As electricity supplied within the industrial park is high-voltage electricity, annual filing and reporting of electrical technicians shall be required, and the related costs shall be borne by Party B. Where the high-voltage electricity system is jointly used, Party A shall be responsible for payment and management thereof, and the related costs shall be shared proportionately among the tenants. If Party B increases the contracted electricity capacity due to its operational requirements, all related costs shall be borne by Party B.

Electricity consumption of the air-conditioning system shall be calculated separately according to the existing dedicated electricity meter(s) for the air-conditioning system (including the chilled-water chiller unit and air-handling units). The electricity charges shall be apportioned based on the proportion of air-handling unit tonnage allocated to the existing tenants each month (20 tons for the 1st Floor, 100 tons for the 5th to 7th Floors, and 130 tons for the 8th Floor). Party A shall calculate the electricity charges payable by each existing tenant for the relevant month. Routine maintenance and servicing costs of the air-conditioning system shall be apportioned among the tenants in proportion to their respective leased areas.

Industrial park maintenance fees shall be apportioned according to the leased area.

Party B shall independently arrange for connection to the industrial park wastewater collection system, and all related costs shall be borne by Party B.

As there is currently no factory management fee system in place, Party A shall be responsible for the maintenance of access control management, maintenance and servicing of common facilities, and elevator maintenance and repair during the period before such a system is established. The related costs shall be apportioned to Party B in proportion to its leased area. Matters relating to common areas shall be handled by Party A through consultation with the other tenants. For domestic waste, Party A shall provide a designated location for Party B to place such waste, and Party B shall be responsible for the collection and disposal costs thereof. Industrial waste shall be handled and disposed of by Party B at its own expense. (If a factory management fee system is implemented in the future, a separate meeting shall be convened to discuss the relevant arrangements.)

During the Lease Term, if Party B wishes to terminate this Agreement, except for the special circumstances specified in this Agreement, Party B shall provide Party A with three (3) months’ prior written notice and shall pay to the other party an amount equal to two (2) months’ rent as liquidated damages. Party A shall return to Party B any post-dated checks that have not yet become due.

Upon expiration of the Agreement, or upon termination or rescission of the Agreement prior to its expiration, Party B shall return the Leased Premises to Party A. Any property remaining on the Leased Premises shall, unless otherwise agreed by both parties, be deemed abandoned by Party B, and Party A may dispose of such property at its sole discretion. Party A may deduct reasonable removal and disposal costs from the Security Deposit, and Party B shall have no objection thereto.

Party A agrees that all electrical and water supply facilities, partitioning, interior fit-out works, fire protection facilities, air-conditioning facilities, lighting facilities, and other improvements within the leased area may be handled by Party B at its own expense. The Leased Premises are leased in their existing condition, and Party A shall not bear any additional costs in connection therewith.

Upon expiration of the Lease Term, or upon termination or rescission of this Agreement prior to its expiration, Party B shall complete the relocation and cancellation of all registrations made under Party B’s name in connection with the Leased Premises. If such relocation procedures have not been completed after expiration of the Lease Term, rent shall continue to accrue and be calculated on a daily basis until completion of the relevant procedures. Upon completion thereof, Party A shall return the Security Deposit to Party B.

All procedures relating to factory registration shall be handled by Party B at its own expense. Party A shall provide the documents necessary for such registration.

Party B shall keep the roads surrounding the factory unobstructed at all times.

Within the leased area, except for occupational safety declarations and filings, all matters relating to public facilities, including fire safety declarations and filings, reporting and filing of building fire prevention and evacuation facilities and equipment safety inspections, electrical certifications, and related matters, shall be handled by Party A. The related costs shall be apportioned to Party B in proportion to its leased area. Internal pipelines and utility lines shall be installed by Party B for its own use. Following consultation and mutual agreement between the parties, Party B shall cooperate with Party A’s overall planning for electricity supply, fire protection systems, and water supply systems, so as to facilitate the future use of other leased areas by subsequent tenants.

Party B warrants that it shall not discharge, release, or cause any pollutant to leak into the Leased Premises. Should any pollution occur, Party B shall bear all costs of remediation and shall compensate Party A for all losses arising therefrom. Wastewater treatment shall comply with all applicable environmental protection laws, regulations, and discharge standards. If the factory premises become contaminated, Party B shall be responsible for restoring the affected area to its original condition.

Any matters not provided for herein shall be governed by the applicable laws and regulations of the Republic of China (Taiwan).

This Agreement is executed in triplicate. Party A and Party B shall each retain one original counterpart, and the remaining original counterpart shall be retained by the Notary Public. This Agreement shall take effect as of the date of execution.

In the event of any dispute arising out of or in connection with this Agreement, both parties agree that the Taiwan Taoyuan District Court shall be the court of first instance having jurisdiction.