Tenancy Agreement
Exhibit 10.38
Ref. No. /
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An Agreement made the First day of November, 2007 between the Landlord and the Tenant as more particularly described in Schedule I.
The Landlord shall let and the Tenant shall take the Premises for the Term and at the Rent as more particularly
described in Schedule I and both parties agree to observe and perform the terms and conditions as follows :-
:-
| 1. | The Tenant shall pay to the Landlord the Rent in advance on the first day each and every calendar month during the Term. If the Tenant shall fail to pay the Rent within 7 days from the due date, the Landlord shall have right to institute appropriate action to recover the Rent and all costs, expenses and other outgoings so incurred by the Landlord in relation to such action shall be a debt owed by the Tenant to the Landlord and shall be recoverable in full by the Landlord. |
| 2. | The Tenant shall not make any alteration and / or additions to the Premises without the prior written consent of the Landlord, which consent shall not be unreasonably withheld. |
| 3. | The Tenant shall not assign, transfer, sublet or part with the possession of the Premises or any part thereof to any other person. This tenancy shall be personal to the Tenant named herein. |
| 4. | The Tenant shall comply with all ordinances, regulations and rules of Hong Kong and shall observe and perform the covenants; terms and conditions of the Deed of Mutual Covenant and Sub-Deed of Mutual Covenant (if any) relating to the Premises. The Tenant shall not contravene any negative or restrictive covenants contained in the Government Lease(s) under which the Premises are held from the Government. |
| 5. | The Tenant shall during the Term pay and discharge all charges in respect of water, electricity, gas and telephone and other similar charges payable in respect of the premises. |
| 6. | The Tenant shall during the Term keep the interior of the Premises in good and tenantable repair and condition (fair wear and tear and damage caused by inherent defects excepted) and shall deliver up vacant possession of the Premises in the same repair and condition on the expiration or sooner determination of this Agreement. |
| 7. | The Tenant shall pay to the Landlord the Security Deposit set out in Schedule I for the due observance and performance of the terms and conditions herein contained and on his part to be observed and performed. Provided that there is no antecedent breach of any of the terms and conditions herein contained, the Landlord shall refund the Security Deposit to the Tenant without 30 days from the date of delivery of vacant possession of the Premises to the Landlord or settlement of any outstanding payment owed by the Tenant to the Landlord, whichever is later. If the Rent and/or any charges payable by the Tenant hereunder or any part thereof shall be unpaid for seven (7) days after the same shall become payable (whether legally demanded or not) or if the Tenant shall commit a breach of any of the terms and conditions herein contained, it shall be lawful for the Landlord at any time thereafter to re-enter the Premises whereupon this Agreement shall absolutely determine and the Landlord may deduct any loss or damage suffered by the Landlord as a result of the Tenant’s breach from the Security |
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Ref. No. /
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Schedule I
| The Premises | : | XXXX 0 XX 00XX XXXXX XXXXXXXXXX XXXXXX THREE | ||
 |
XX. 00 XXXX XXXX XXXX XXXXXXX | |||
| The Landlord | : | SOET EMBROIDERY THREAD LIMITED | ||
 |
Whose address / registered office is situate at
 | |||
| Telephone No./
|
: |
|||
| The Tenant | : | ANDA NETWORKS ( HONG KONG) LIMITED | ||
 |
Whose address / registered office is situate at
 | |||
| Term | : | From 01/12/2007 to 30/11/2009 (both days inclusive) | ||
 |
 | |||
| Rent
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: |
HK$40,500 per month
| ||
| Security Deposit
|
: | HK$81,000
| ||
Schedule II
1. User
The Tenant shall not use or permit to be used the Premises or any part thereof for any purpose other than for Commercial purpose only. [P.S - please select one item: e.g. residential / commercial / office / shop / industrial]
2. Miscellaneous Payment
| a) | The Tenant shall be responsible for the following payments payable in respect of the Premises during the Term:- |
| *(a) Management fee
|
: $5,548 | (at current rate) (per month) (subject to revision from time to time) | ||
 | ||||
| *(b) Air-Conditioning Charges
|
: __________________ | (at current rate) (per month) (subject to revision from time to time)
| ||
| *(c) Government Rates
|
: $4,800 | (subject to actual amount demanded by the Government | ||
| : |
 | |||
| *(d) Government Rent
|
:$2,880 | (subject to actual amount demanded by the Government | ||
| : |
 | |||
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Ref. No. /
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| b) | The Landlord shall be responsible for the following payments in respect of the Premises during the Term: |
:
[Intentionally Deleted]
* delete where inapplicable
| 3. | Rent Free Period
 |
The Tenant shall be entitled to a rent free period from the 01/12/2007 to 14/12/2007 (both days inclusive) provided that the Tenant shall be responsible for the charges of Government Rent, Government Rates, management fees, water, electricity, gas, telephone and other outgoings payable in respect of Premises during such rent free period.
14
01/12/2007
14/12/2007,
4. Break Clause
[Intentionally Deleted]
5. Others
| A. |
 |
01/12/2007 |
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| B. |
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01/12/2007 |
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The parties acknowledge that this Tenancy Agreement is only a proposed proforma Tenancy Agreement provided by Midland Realty for the parties’ reference and that is should only be adopted by both parties after they have studied this proforma Tenancy Agreement thoroughly and have considered that it is applicable to their relevant tenancy transaction.
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