CONTRACT OF LEASE

KNOWN ALL MEN BY THESE PRESENTS:

This Contract of Lease (the "Contract"), made and entered into this
_______________, in ____ City, Philippines, by and between:

“LESSOR”;

- and -

"LESSEE";

WITNESS: That—

WHEREAS, the LESSOR is the absolute and registered owner of a property

located at _________________ hereinafter referred to as the "LEASED
PREMISES";

WHEREAS, the LESSE desires to lease the above-described property under

the terms and conditions hereinafter provided.

NOW, THEREFORE, for and in consideration of the foregoing premises, and

the mutual covenants herein contained and to be performed, the LESSOR has
agreed to lease, and the LESSEE hereby accepts the same by way of lease, the
aforesaid premises and equipment/furniture/appliances, under the following
conditions:

1) PERIOD OF LEASE – The lease shall be for a period of fifteen (15) years,
commencing on ____________ and ending on _______________. Should the
LESSEE desire to extend the term of the lease, it shall notify the LESSOR in
writing not later than ______________________ of its intention to renew the
lease for a minimum period of one year. Any such renewal shall be subject to a
maximum of ___________ (___%) PERCENT escalation on the third and fourth
year of the lease.

2) RENTAL RATES – The parties herein agree that the monthly rental for the
LEASED PREMISES shall be ________ (Php____) Philippine Currency. The
rental shall be subject to 5% withholding tax of Php___________and 12% value
added tax of Php__________. Payment of the Association Dues shall be
shouldered by the LESSEE whenever they are due.

3) PAYMENT OF LEASE – The rental for the _______ of the lease shall be paid
in advance. On or before ____________- the LESSEE shall pay to the LESSOR
the following amounts:

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 a) The sum of ____________________ (Php______________) PESOS
representing the rental for ______less the 5% withholding tax the value
added tax (“VAT”) due thereon. LESSOR shall remit and pay the
corresponding VAT within the statutory period required and shall furnish
the LESSEE with a copy of the corresponding VAT return.

4) SECURITY DEPOSIT – Upon signing of this contract, the LESSEE agrees to

pay security deposit in the amount of _____________ (Php. ____) PESOS Philippine
Currency, which shall be held by the LESSOR during the entire term of this Contract.
The Security Deposit shall guarantee the LESSEE'S faithful observance of the terms
and conditions of this Contract; to answer for the return in good order and condition
of the LEASED PREMISES and its contents as provided in Section 19 hereunder and
to answer for the following obligations at the end of this lease:

a) any unpaid bills for association dues, water, gas, and electricity; and;

b) any damage/s to the LEASED PREMISES and /or to the

equipment,/furniture/appliances thereon attributable to causes other than
ordinary wear and tear and fortuitous events/force majeure.

Such damages and unpaid bills will be deducted from this Security Deposit, and the
balance, if any, shall be refunded to the LESSEE, no later than sixty (60) days upon
the expiration of this Contract and surrender of the LEASED PREMISES, and upon
settlement of accounts noted herein, without the need of any demand. The parties
agree that the aforementioned sixty (60) day period shall only commence to run upon
the complete settlement by LESSEE of all its accountabilities and/or obligations
under this Contract, such as but not limited to those referred to in Section 5 and
Section 6.

The LESSOR shall provide receipts and documents to show in detail how the said
deposit was applied to the payment of outstanding bills and/or other obligations of the
LESSEE as contained in this Contract.

In the event the Security Deposit is insufficient to cover for the utility bills such as
electricity, telephone, water and gas or damages, the LESSEE guarantees to
undertake payment to the LESSOR, within thirty (30) days from written notification by
LESSOR together with the pertinent receipts and documents in support thereof.

6) WATER, ELECTRICITY ETC. – All expenses for electricity, gas, water,

association dues, and other utility charges shall be for the account of the LESSEE.
Upon expiration or pre-termination of this Contract, the LESSEE shall furnish
LESSOR with the latest receipts/ clearances showing payment of aforementioned
fees and charges.

7) TAXES, OTHER EXPENSES AND INSURANCES – Real estate taxes and

government assessments, and other charges of public in nature which are or may be
levied against the LEASED PREMISES shall be for the LESSOR'S account.

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Either party to this Contract may at their option and expenses secure an appropriate
insurance policy over their respective insurable interests on the LEASED
PREMISES. The party who decides not to secure any insurance shall shoulder his
own loss or damage and the other party shall be free from any such liability, without
prejudice to the latter's liability if any as expressly provided in this Contract.

8) PURPOSE –The leased premises shall be used by the LESSEE to build and
operate a commercial telecommunications facility as described in the plan herein
attached as ANNEX A.

9) PRETERMINATION CLAUSE – The term of the Lease is an essential

consideration for this Contract. Therefore, unless due to the LESSOR'S fault or
breach, there will be no pre-termination of this Contract, except as otherwise
provided in this Contract.

a) Assign another of its employee to occupy the LEASED PREMISES upon

prior notice to the LESSOR, without penalty, or

b) Pre-terminate this Contract after the first year of the lease period by
notifying the LESSOR in writing of its intention to terminate at least sixty
(60) days in advance. The LESSEE shall forfeit in favor of the LESSOR
the amount equivalent to two (2) months rent by way of liquidated
damages. Any other advance but unused rentals shall be refunded by the
LESSOR to the LESSEE upon return of the LEASED PREMISES and
settlement of accounts noted herein. Upon receipt of the notice by the
LESSOR, the LESSOR will have the right to put the LEASED PREMISES
in the market for rent. The LESSEE at reasonable business hours and
with prior notice, will allow other potential tenants to enter and view the
LEASED PREMISES at least sixty (60) days prior to the pre-termination
date.

10) SUB-LEASE – The LESSEE shall not sublease, in whole or in part, the LEASED
PREMISES, nor assign this Contract to any other party other than the officers of the
same level or position of the LESSEE’s ASSIGNEE, without the prior consent of the
LESSOR. Any sublease of the LEASE PREMISES or any assignment of this
Contract, without the LESSOR'S consent, shall be null and void and the LESSOR
shall have the right to terminate this Contract and demand the LESSEE to
immediately surrender the LEASED PREMISES. All unused portion of the advance
rentals as provided for in Section 3 shall likewise be forfeited in favor of the LESSOR.

11) THIRD PARTY LIABILITY – The LESSEE, during the effectivity of this Contract
and his occupancy of the LEASED PREMISES, shall hold the LESSOR free and
harmless from any damages, liability or responsibility to any person or property
arising out of or as a consequence of the use of the LEASED PROPERTY by the
LESSEE, his agents, employees, domestic helpers and guests except when such
damages, liability or responsibility are due to or attributable to the LESSOR'S fault or
negligence. When such damage or liability is caused by fortuitous events, or force
majeure or similar acts which are beyond the control of the LESSEE, the latter shall
not be liable to the LESSOR and the LESSOR shall be liable only to the extent as
specified in the Section 16 of this Contract.

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12) INSPECTION OF THE LEASED PREMISES – The LESSOR or his duly
authorized representative, shall have the right to inspect/enter the LEASED
PREMISES at a reasonable time, with at least one (1) day prior notice, for the
purpose of checking the LEASED PREMISES for any violation of the terms and
conditions of the Contract and/or for repairs and inspection which may be deemed
necessary for the operation and maintenance of the LEASED PREMISES.

13) MORTGAGE OR SALE OF PROPERTY – In the event that the ownership of the
LEASED PREMISES is sold, transferred or conveyed, mortgaged, or encumbered to
a third party during the term of this lease or any renewal hereof, the LESSOR
undertakes to inform in writing the (a) LESSEE; and the (b) said third party, his/her
successors, executors, administrators or assigns, of existence of the Contract prior to
or at the time of the sale, transfer, conveyance, mortgage, or encumbrance and to
require the incorporation in the Deed of Absolute Sale, or Conveyance, or
Mortgage/Encumbrance, either by reference or otherwise of the terms and conditions
of this Contract, so as to form part and parcel thereof. Moreover, the LESSOR
undertakes to require said third party to respect the LESSEE'S right under this
Contract as well as all the terms and conditions of the lease.

In the event of the bonafide sale of the LEASED PREMISES, the LESSOR shall
transfer and pay to the vendee the security deposit and remainder of the advance
rentals which are yet to be applied for future rentals under the terms of this Contract.
The LESSOR shall see to it that the Deed of Sale provides that the VENDEE shall
treat and apply said security deposit and the remainder of the advance rentals in
accordance with the terms of this Contract.

14) RETURN OF PREMISES – Upon termination of this Contract for any reason
whatsoever, the LESSEE shall vacate the LEASED PREMISES within a reasonable
time period and return possession thereof to the LESSOR with all the keys thereto
appertaining, devoid of all occupants, furniture and articles, and other movable
effects of any kind owned by the LESSEE. Immovable effects may be removed by
the LESSEE at his own expense. The LEASED PREMISES shall likewise be
returned to the LESSOR by the
LESSEE in as clean and good condition as when received from the LESSOR at the
start of lease, taking into consideration ordinary wear and tear.

Sixty (60) days prior to the return of the LEASED PREMISES, the LESSOR may
show the LEASED PREMISES to prospective tenants during the said thirty (30) day
period, at reasonable hours with at least one (1) day prior notice.

20) VIOLATION OR BREACH OF CONTRACT - Any violation of the terms provided

for in this Contract on the part of the LESSOR or LESSEE, shall be sufficient ground
for the termination of this Contract, without any prejudice to any claim for damages
arising there from.

21) VENUE OF THE COURT OF ACTION – The parties herein agree that should
judicial relief be sought to enforce any right under this Contract, the venue of such
action shall be in proper court of Mandaluyong City, Metro Manila.

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22) WAIVER – The waiver by either party of any breach of any term, covenant or
condition contained herein shall not be deemed a waiver of any other breach of the
same or any other term, covenant or condition hereof.

23) SEVERABILITY – If any part, term or provision of this Contract shall become
invalid or unenforceable, the validity or enforceability of the remaining portions or
provision shall not be affected and the rights and obligations of the parties shall be
constructed as if this Contract did not contain the particular invalid or enforceable
part, term or provision.

24) AMENDMENTS/MODIFICATIONS – This Contract constitutes the entire

agreement of the parties and no amendment of modification may be made hereto
unless the same is reduced in writing and signed by both parties.

IN WITNESS WHEREOF, the parties hereto set their hands on the date and
place first above-written.

Lessee Lessor

Represented by: All represented by:

SIGNED IN THE PRESENCE OF:

__________________________ _________________________

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 A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES)

CITY OF PASIG )S.S.
 

  BEFORE ME, a Notary Public for and in Pasig City, personally appeared the
following persons with their respective competent evidence of identity:

Name Competent Evidence of Date/Place Issued

Identity

who are all known to me and to me known to be the same persons who executed the
foregoing Contract of Lease and acknowledged to me that the same is their own and
free voluntary act and deed and the free and voluntary act and deed of the persons
they represent.

NOTARY PUBLIC

Doc. No. ____;

Page No. ____;
Book No.____;
Series of 2020.

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ANNEX A

*plan