LEASE CONTRACT

KNOW ALL MEN BY THESE PRESENTS:

This Lease Contract (the “Contract”) is entered into and executed by and between:

PROVINCE OF NEGROS OCCIDENTAL (PNO), a local government unit duly established and existing
under and by virtue of the laws of the Republic of the Philippines with office address at Provincial Capitol
Building, Gatuslao Street, Bacolod City, represented herein by the Honorable Governor, EUGENIO
JOSE V. LACSON, pursuant to Sangguniang Panlalawigan Resolution No. _____, dated ______, 2022, Series
of 2022, hereinafter referred to as the “LESSOR”;

-and-

UBIQUITY GLOBAL SERVICES PHILIPPINES, INC., a corporation duly organized under the laws of
the Republic of the Philippines, with principal office address at 10 TH Floor Bench Tower, 30th Street,
Corner Rizal Drive, Crescent Park West 5, Bonifacio Global City, Taguig City, 1634 Philippines, duly
represented by its Operations Manager, JUDE MICHAEL D. CRISOSTOMO, pursuant to Board
Resolution No. _____________, dated _________________________, hereinafter referred to as
“LESSEE”.

LESSOR and LESSEE are hereinafter referred to jointly as the “Parties”, or individually as a “Party”;

WITNESSETH THAT:

WHEREAS, the LESSOR is the Provincial Government of Negros Occidental, owner of the
Negros First CyberCentre (the “Subject Property”), located in the corner of Lacson and Hernaez Streets,
Barangay 39, Bacolod City;

WHEREAS, pursuant to Rule V of the Implementing Rules and Regulations of Ordinance No. 1,
series of 2014, “AN ORDINANCE ESTABLISHING THE NEGROS FIRST CYBERCENTER AND FOR
OTHER PURPOSES PERTINENT THERETO, as amended by Ordinance No. 017, Series of 2014”, the
LESSEE, a business process outsourcing (BPO) firm, has offered a proposal to lease from the LESSOR,
and the LESSOR, after due diligence and review, has agreed to lease to the LESSEE a portion of the
Subject Property particularly described in Section 1 of this Contract, which will hereinafter be referred to
as the “Leased Premises”;

WHEREAS, the LESSEE warrants that it has inspected the Leased Premises and has found the
same in good and tenantable condition and fit for the purpose set out in this Contract;

NOW, THEREFORE, for and in consideration of the payment of rent and the continuous and
faithful compliance with all the terms, provisions, conditions and covenants hereinafter contained,
LESSOR hereby leases and delivers to the LESSEE in good and tenantable condition the Leased
Premises, and LESSEE hereby accepts delivery of the Leased Premises from the LESSOR, subject to
the following terms and conditions:

SECTION 1. DESCRIPTION OF LEASED

PREMISES

1.1 The location, unit number, total gross floor area, metes and bounds, and the internal physical
description of the Leased Premises are specified in Item 1, Annex A of this Contract.

SECTION 2. TERM OF LEASE

2.1 Lease Period. The lease period shall commence on the date of the execution of this contract and
end on the indicated date of expiration. The lease period of this Contract shall be as specified in Item 2 of
Annex A of this Contract.

2.2 Extension Without Contract. The lease period shall not be deemed automatically extended,
except upon mutual written agreement of the Parties.

2.3 Renewal of Lease. The LESSEE shall provide the LESSOR written notice of its intention to
renew the Lease Contract at least three (3) months prior to expiration date of the lease period. If no
agreement to renew is reached by the Parties prior to the expiration of this Contract, the LESSEE shall
completely vacate and turn-over the Leased Premises to the LESSOR upon the expiration of this
Contract.

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 SECTION 3. LEASE RATES, OTHER FEES AND PAYMENT PROCEDURES

3.1 Lease Rate. Lease rate shall be in accordance with the amounts and payment schedule and
procedures specified in Item 3 of Annex A of this Contract; provided that:

(a) Rents shall be computed on a monthly basis, based on the agreed upon monthly lease
rate per square meter multiplied by the total floor area leased, and starting on the first day
of each month. Any fraction of monthly lease due as a result of the commencement of a
lease period beyond the first day of a month shall be paid by the LESSEE to the LESSOR
on the day after the expiry date of the rent-free fit out period. Thereafter a full month’s
rent shall be due every month for the duration of the lease period and shall be paid in
accordance with the payment schedule stipulated in Item 3 and Item 5 of Annex A of this
Contract.

3.2 Advance Rent. The Advance Rent shall be applied to the last corresponding number of
months of the Term of Lease. Upon the signing of this Contract, LESSEE shall deliver to LESSOR
advance rents in the mode of payment provided in Item 4 of Annex A hereof. Advance rents shall be
adjusted to the new basic lease rates every time the monthly lease rates are escalated in accordance with
the provisions of this Contract, and the deficiency shall be paid in accordance with the schedule stipulated
in Item 3 of Annex A of this Contract. Advanced rent shall be forfeited if this Contract is terminated prior to
the lease expiry date. Advanced rents shall be interest-free.

3.3 Security Deposit. LESSEE shall pay and deliver to LESSOR, upon signing of this Contract, a
Security Deposit in the amount equivalent to the number of months stipulated in Item 4 of Annex A of this
Contract. Deposits shall be adjusted to the new basic rates every time the monthly lease rates are
escalated in accordance with the provisions of this Contract, and the deficiency shall be paid in
accordance with the schedule and procedure stipulated in Item 5 of Annex A of this Contract. The
Security Deposit shall not be applied to monthly rent, but shall be applied to any unpaid utility bills,
including but not limited to electricity, water, telephone, cable and garbage collection bills as well as for
damages that may be incurred by LESSEE or caused by the LESSEE on the Leased Premises upon
termination of the contract. The Security Deposit shall be interest-free and shall not limit the extent of
damages that LESSOR may collect from LESSEE under this Contract.

3.4 Common Utilities and Service Area Fees (CUSA). LESSEE shall pay a common utilities and
service area fee (CUSA) in accordance with the rate, payment schedule and procedures specified in Item
3 of Annex A of this Contract. The CUSA shall contribute to the funding of regular repair and maintenance
of common facilities and services that ensure the provision of a clean, safe, and quality environment
within the premises of the Subject Property. CUSA fees shall be applicable starting on the hand-over date
of the Leased Premises by the LESSOR to the LESSEE and acceptance thereof by the LESSEE.

The LESSOR shall have the exclusive right to operate, manage and maintain the common areas and
facilities of the CyberCentre. The manner in which the common areas shall be maintained, operated and
managed, and the amounts to be spent for such maintenance, operation and management shall be
subject to the sole discretion of the LESSOR. Consequently, the LESSOR shall have the right to restrict
or deny the use of or access to any part of the common areas to such extent as may be legally sufficient
in the opinion of the LESSOR to prevent a dilapidation thereof, or the accrual of rights of any person or of
the public therein, or for any reason which the LESSOR believes shall redound to the benefit of all or
some of the tenants in the CyberCentre. It is hereby understood that the use of the LESSEE of the
common areas are non-exclusive, not integral to this lease, and may be denied, restricted and regulated
by the LESSOR.

The LESSOR may increase the rate of the CUSA charges upon the occurrence of any of the following
events: (a) any of the utility or service companies increases the utility/service charges payable in
connection with the utility or service provided to the common areas, limited common areas or Premises;
(b) the there is a need to assess / accumulate funds for planned or projected capital expense(s)
necessary for the proper operation and maintenance of the common and limited common areas and
facilities of the CyberCentre; (c) there is an increase in the amount of operating expenses needed to
ensure the proper maintenance and operations of the CyberCentre; (d) the LESSOR purchased additional
capital equipment, which shall benefit or reduce any of the costs of the tenants. The amount of such
increase shall be effective and demandable on or during the month in which the additional expenses shall
be incurred or the increase in the charges shall have been implemented by the utility or service
company or the date to be designated by the LESSOR. The LESSOR shall inform the LESSEE of the
same by sending a memorandum on the matter and subsequently an addendum to the Contract of Lease.
LESSEE shall not unreasonably withhold its consent.

3.5 Rent-Free Fit-Out/Grace Period. If indicated in Annex A hereof, the LESSOR shall grant
LESSEE a Rent-Free Fit-Out or Grace period the duration of which is indicated in Item 2 of Annex A of
this Contract. Such Rent-Free Fit- Out period shall commence on the Hand-Over date of the Leased

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Premises by the LESSOR to the LESSEE and acceptance thereof by the LESSEE. During said period, the
LESSEE shall not pay the rental payments due under section 3.1. Only CUSA Fees and applicable taxes
shall be collected.

The LESSEE is not entitled to delay the commencement of or extend the Grace / Fit-Out Period for any
reasons whatsoever. Accordingly, (i) unavailability of utilities connections within the Premise and/or the
Common Area, (ii) unavailability of the essential services within the Common Areas, or
(iii) non-completion of the improvements within the Premises installed through the LESSOR or its
contractor in accordance with the construction plans of the LESSEE, including but not limited to the ceiling
and lighting fixtures, fire and sprinkler lines and air-conditioning refrigerant lines, are not grounds to delay
the Rental Payment Commencement Date and/or to withhold / refuse payment of the CUSA.

In case, however, the LESSEE completes its fit-out works prior to the expiration of the Grace / Fit- Out
Period, it shall be entitled to occupy the Premises free of rent during the remainder of the Grace / Fit-Out
Period, subject to the provisions Section 3.4 on the CUSA. The LESSOR does not guarantee, prior to the
Rental Payment Commencement Date, (a) the availability of all utilities connections to and within the
Premises and CyberCentre, (b) the operation of all the services of and within the CyberCentre, or (c) the
existence of all necessary permits and licenses for the operations of the CyberCentre.

3.6 Interest upon Default on Payments Due. In the event of LESSEE’s default on the payment of
monthly lease and CUSA, as the case may be, the amount of monthly fees due shall bear interest at the
rate of five percent (5%) per month, to be computed upon default (after 10th day of the month),
compounded every month, until fully paid. Payment of such interest shall be considered as a penalty by
reason of such default, without prejudice to the right of the LESSOR to terminate this Contract and offer
the Leased Premises to third parties. In addition, should the LESSOR be compelled to seek judicial relief
in order to collect unpaid monthly rent, LESSEE shall be liable for reasonable attorney’s fees and costs of
litigation without prejudice to other reliefs granted by the court.

SECTION 4. USE OF LEASED PREMISES

4.1 Purpose and Manner of Use. The LESSEE shall use the Leased Premises solely for the
purposes of establishing a dental clinic only and shall be strictly in accordance with the rules and
regulations or house rules reasonably imposed by the LESSOR for the safety and order of the Leased
Premises and the comfort of the occupants thereof.

4.2 Restrictions on Signage. The LESSEE shall not affix, inscribe, paint, hang, or display any
notice, signboard, or other advertising medium outside the Leased Premises or in any part of the Subject
Property, except with the prior written consent of the LESSOR; and then only of such size and style as
LESSOR may determine.
4.3 Storage of Goods and/or Materials. LESSEE shall store and/or warehouse only goods and/or
materials compatible with the approved purpose of the business or activity in the Leased Premises. No
substances, machinery, or equipment that will cause insurance coverage of the Leased Premises and/or
Subject Property to increase or be voided such as highly inflammable materials, gasoline, fireworks and
explosives, among others, shall be brought into or stored in the Leased Premises. Any such violation shall
allow the LESSOR to recover from the LESSEE the amount corresponding to the increase in premium
without prejudice to LESSOR’s further right to obtain indemnity from LESSEE for all claims, losses and/or
damages sustained by or made against LESSOR by any person or entity as a result of a breach of this
Section and exercise by the LESSOR of cumulative options in 4.4.

4.4 LESSOR’s Remedies in Case of Breach. If at any time during the Term of this Lease Contract,
the Leased Premises is used and/or goods and materials are stored for any purpose other than what was
agreed upon in writing by the Parties, the LESSOR has the following cumulative options:

(a) Compel the LESSEE to immediately cease the unauthorized use of the Leased Premises;
(b) Impose a penalty equivalent to at least one (1) month rent;
(c) Cancel this Contract in accordance with Sections 6 and 7 hereof;
(d) Increase rent for the portion of the Term of Lease affected by the unauthorized use,
notwithstanding that such portion of the Term of Lease has already elapsed.

4.5 Liability for Damage or Injury. LESSEE shall be responsible for all acts and omissions resulting
in damage or injury caused by or attributable to any of its officers, employees, helpers, agents, customers
and all other persons allowed by LESSEE to have access to the Leased Premises.

4.6 Right of Inspection. The LESSOR, through its duly authorized representative(s), shall have the
right to inspect the Leased Premises at any reasonable hour of the day to ensure faithful compliance with
the rules and regulations of the lease, particularly those with regard to safety, health and sanitation;
provided that the exercise of LESSOR’s right of inspection shall not unreasonably interfere with the
business operations of the LESSEE.

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 4.7 Restriction on Sub-Lease. LESSEE shall not, directly or indirectly, further sublease, assign, sell,
transfer, convey, mortgage or in any way encumber its rights under this Contract or any portion of the
Leased Premises without the prior written consent of the LESSOR, and no right or interest thereto or
therein shall be conferred on or vested in anyone by the LESSEE, whether by operation of law or
otherwise, except with LESSOR’s prior written consent. In case of a petition by LESSEE to sublease or
transfer its rights under this Contract has been approved by the LESSOR, such LESSOR- approved
sublease shall be bound by the same terms and conditions under this Contract and the LESSEE shall be
solely liable to the LESSOR for any damages resulting from breach of this Contract.

4.8 Improvements on Leased Premises. Delivery by LESSOR to LESSEE and acceptance by

LESSEE from LESSOR of the Leased Premises is on an “as is” basis. LESSEE may introduce
improvements or construct on the Leased Premises based on plans and specifications approved by the
LESSOR; provided that such improvement or construction shall comply with all applicable laws, rules and
regulations. For the purpose of obtaining LESSOR’s consent and approval, LESSEE shall submit to
LESSOR, within ten (10) calendar days from the execution of this Contract, LESSEE’s architectural,
electrical, and other plans for any and all proposed improvements within the Leased Premises in such
form as may be acceptable to LESSOR. Any such alterations or improvements made or introduced by
LESSEE in the Leased Premises shall, upon the termination of the Term of Lease, automatically inure to
the benefit of the Leased Premises and become the property of the LESSOR, without obligation on the
part of LESSOR to pay or refund its cost or value to the LESSEE. Movable furniture and fixtures and
minor improvements placed by LESSEE in the Leased Premises during the Term of Lease that may be
removed therefrom without damage to the Leased Premises shall remain the property of LESSEE.

4.9 Unauthorized Increase in Gross Floor Area or Unauthorized Use of Areas not included in
Leased Premises. Any improvement or construction within the Leased Premises or use of floor space
outside of the metes and bounds of the Leased Premises that has the effect of increasing the gross floor
area leased shall be immediately halted and LESSEE shall be charged with lease equivalent to 150% of
current year lease rates under this Contract for the duration of the use of such floor area. LESSOR and
LESSEE may mutually agree to lease such property through an amended lease contract or LESSOR may
demand the complete removal of the use of such property should such use violate its zoning plan and
house rules.
SECTION 5. RESPONSIBILITIES FOR
OPERATION AND
MAINTENANCE

5.1 Responsibility of Operation and Maintenance. LESSOR and LESSEE shall perform mutually
reinforcing roles and responsibilities in ensuring the maintenance of a clean, secure, and quality NFCC
premises.

5.2 Responsibilities of the LESSOR. The LESSOR shall be responsible for the operation and
maintenance of common areas and utilities. In particular it shall have the following responsibilities:

(a) Prepare, issue and enforce house rules on operation and maintenance that will guide all
LESSEEs in maintaining and repairing the respective premises.

(b) Maintain and repair common areas and facilities such as, but not limited to, elevators,
electrical systems, generator sets, air-conditioning systems, chillers, plumbing, fire
alarms, sprinklers, mechanical systems, sanitary systems, and other similar facilities in
the Subject Property, as may be applicable;

(c) Provide adequate light, heat and water supply in the common areas; provide
housekeeping, maintenance, general security and other common services as may be
necessary, as well as provide administration and management of the Subject Property
(collectively, the “Common Services”);

(d) Maintain and repair the Building’s exterior structure, foundation and roof in accordance
with applicable government requirements for a PEZA-accredited IT Center;

(e) Opt to undertake repair of any defect or infirmity on the Leased Premises, in the event of LESSEE’s
failure to undertake the maintenance and repair work contemplated herein, and charge the cost thereof to
LESSEE. For this purpose, LESSEE shall allow LESSOR or its agents full access to the areas where the
required repair works are located, in order to perform work on the same;

(f) Opt to employ the services of pest control providers, in the event of LESSEE’s failure to maintain the Leased
Premises in good and sanitary condition and prevent infestation of the Leased Premises by mice,
termites, cockroaches, flies and similar pests, and charge the cost thereof to LESSEE;

(g) Provide a backup power generator set equipped with an automatic transfer switch in
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 order to supply power to meet the Subject Property’s electrical load requirement in the
event of a power failure; and

(h) Provide such services and/or set and enforce such house rules and regulations as may
be necessary to promote and maintain the good physical, security and sanitary conditions within the
Subject Property.

5.3 Responsibilities of the LESSEE. The LESSEE shall be responsible for the operation and
maintenance of its Leased Premises. In particular it shall have the following responsibilities:

(a) Maintain the Leased Premises in good, clean and tenantable condition and undertake all
preventive measures necessary to preserve the same as a PEZA- accredited IT center.
LESSEE further undertakes to promptly repair any damage in the Leased Premises
resulting from ordinary wear and tear, and provide security therefore in the ordinary
course of its operations;

(b) Promptly inform LESSOR of any damage, defect or infirmity on the Leased Premises.
Repair and maintenance work on the Leased Premises shall be performed by the
LESSEE for its own account using only contractors approved or acceptable to the
LESSOR and/or the building administrator. Upon LESSEE’s request, LESSOR shall
provide LESSEE with a list of acceptable contractors;

(c) Maintain the Leased Premises in good and sanitary condition and prevent infestation of
the Leased Premises by mice, termites, cockroaches, flies and similar pests;
(d) Be responsible for security within the Leased Premises;

(e) Pay its utility bills such as, but not limited to water and electrical consumption, including
electrical current consumption for the air-conditioning system, which shall be individually
metered and charged to LESSEE’s account beginning on the hand- over date. All such
utility bills shall be paid when due as provided in Item 3 of Annex A of this Contract. Other
utility bills such as telephone, internet and cable services installed and/or used by
LESSEE in the Leased Premises shall also be solely and exclusively for LESSEE’s
account.

The LESSEE shall keep drains, pipes, sanitary or plumbing apparatus constructed within the Premises
and use exclusively by the LESSEE, its employees, guests, clients or customers in good, clean and
tenantable repair and condition and in accordance with the requirements imposed by the regulations of
governmental authorities and the LESSOR. The LESSEE shall pay the LESSOR for all the costs in
cleaning, repairing or replacing any of the same when found to be blocked or stopped. Likewise, the
LESSEE shall be liable for any and all damages that may result to the Premises, common areas, adjacent
units, units found below the Premises and other parts of the buildings, on account of the LESSEE’s failure
to clean, repair and replace the drains, pipes, sanitary or plumbing apparatus constructed with the
Premises.

The cost for cleaning, repairing and replacing drains, pipes, sanitary or plumbing apparatus found within
the common areas shall be assessed as part of the CUSA, despite the same being located within a floor
exclusively leased and used by the LESSEE. Provided, that the LESSEE will be held liable for the costs of
cleaning, repair and replacement if upon investigation conducted by the LESSOR or its duly authorized
representative it is discovered that the damage(s) to the drains, pipes, sanitary or plumbing apparatus
was caused by the fault or gross negligence of the LESSEE, its employees, representatives, agents or
guests.

The LESSEE shall, at its own cost, take all such steps and precautions to prevent the Premises from
becoming infested with termites, rates, mice, cockroaches or other pests or vermin. Should the LESSEE
fail to maintain the Premises properly such that the same is infested with pests, the LESSOR may employ
additional pest control services on the Premises, the cost of which shall be borne exclusively by the
LESSEE. The LESSEE undertakes to abide by the schedule set by the LESSOR for the pest control
services to ensure maximum protection of the CyberCentre.

The LESSOR shall in no case be liable for any injury or damages that may result on account of the failure
of the LESSEE to comply strictly with the provisions of this Subsection.

SECTION 6. PRE-TERMINATION,
ABANDONMENT AND DEFAULT

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6.1 Pre-termination by LESSEE. LESSEE shall have the option to pre-terminate this Contract by
providing written notice to the LESSOR at least three (3) months prior to the intended date of termination.
Such pre-termination by the LESSEE shall be subject to the following:

(a) The refund or use of advance rents made by LESSEE to LESSOR pursuant to Section
3.2 of this Contract is deemed forfeited;

(b) All unused monthly rents other than the advance rents as provided in Section 3 above, if
any, shall be returned by the LESSOR free of interest, to the LESSEE within thirty (30)
days from termination date.

(c) LESSEE’s Security Deposit shall be refunded by the LESSOR to the LESSEE, less actual
damages and outstanding utility bills within sixty (60) days from termination date.

(d) Where LESSEE notifies LESSOR of intention to pre-terminate less than three (3) months
of intended date of termination, LESSEE shall:

1. Pay LESSOR rent equivalent to the number of months or a fraction of the

three (3) month period required when LESSEE failed to notify LESSOR of
intention to pre-terminate.

2. Forfeit his/her Advanced Rents and Security Deposit.

6.2 Abandonment of Leased Premises. LESSEE shall be deemed to have abandoned the Leased
Premises when the Leased Premises remain vacant or unoccupied and closed for business or remaining
unused for a continuous period of two (2) months at any one time, without LESSOR’s prior written
consent, and for which no payment of rent has been made, In case of abandonment of the Leased
Premises, this Contract is deemed terminated and LESSOR may resort to the following cumulative
remedies:

(a) Lease out the Leased Premises to other parties, but LESSEE shall continue to be liable
for the monthly rent for the duration of the LESSEE’s non-occupancy of the Leased
Premises or the unexpired portion of the Term of Lease;

(b) Declare LESSEE’s advanced rents and security deposit forfeited in favor of LESSOR as
and by way of liquidated damages; and

(c) Enter the Leased Premises and remove or cause to be removed, LESSEE’s properties
and cause the same to be deposited elsewhere for the account of LESSEE and without
LESSOR’s liability. LESSOR shall likewise have a preferred lien on said properties with
the right to retain the same as security for the due performance of LESSEE’s obligations
under this Contract and without prejudice to any action which LESSOR may be entitled to
bring for the recovery of unpaid rent and/or the enforcement of LESSOR’s other rights
under this Contract, with damages in any case.

6.3 Default. LESSEE shall be deemed in default if (a) it fails to pay when due, in whole or in part, the
monthly rents and/or any of the fees, charges, dues, and other payments required of the LESSEE under
this Contract for a period of more than two (2) days after the particular payment was due; (b) failure to
comply with any of the material terms and conditions of this Contract and/or the rules and regulations
enforced by the LESSOR after two (2) days written notice of such violation or default has been given to
the LESSEE; and (c) abandonment of the Leased Premises by LESSEE. In any event of default,
LESSOR shall be entitled to the following cumulative remedies:

(a) Declare the cancellation of this Contract and require the LESSEE to vacate the Leased
Premises;

(b) Declare the forfeiture of the Advances and Security Deposit;

(c) Discontinue or cause of discontinuance of any and all utility services to the Leased
Premises, such as, but not limited to, electricity and water services. In such case,
LESSOR shall not be liable to LESSEE for said discontinuance of services, in any event.

(d) Exercise the right and authority to:

(d.1) padlock the Leased Premises and prevent LESSEE and/or any of its employees,
agents and guests from entering and using the Leased Premises until the LESSEE
remedies the event(s) of default and complies with all obligations arising from such
event(s) of default; and

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 (d.2) open and enter the Leased Premises, take inventory of any and all furniture,
effects, money and stock in trade, materials and all properties found therein and remove
the same and store and retain any or all of these by way of pledge until LESSEE fully
settles all obligations arising from such event(s) of default.

LESSEE shall however, be served with written notice at the Leased Premises, at least twenty-four
(24) hours prior to takeover, duly receipted by any representative, or duly tendered or posted at
the Leased Premises if receipt is refused, or at the LESSEE’s last known address, if such
address is duly communicated in writing to the LESSOR. In such event, the LESSEE hereby
waives any and all rights and causes of action against the LESSOR for any damage and
depreciation upon such said properties. Upon such entry and take over, LESSOR shall prepare
an inventory of property found in the Leased Premises in the presence of a Notary Public who
shall render an official certification of the proceedings conducted by the LESSOR, at the expense
of the LESSEE, who shall likewise be liable for cost of storage. LESSOR shall have a preferred
lien upon all properties found in the Leased Premises as security for the payment of all claims the
LESSOR may have against the LESSEE.

If after thirty (30) days from receipt of demand, LESSEE still fails to settle LESSOR’s claims, the
LESSOR shall have the right to enforce such lien by way of a notarial sale of said properties, with
notice thereof to the LESSEE. Any excess remaining after the proceeds of sale of LESSEE’s
properties found in the Leased Premises shall have been applied to all outstanding liabilities of
the LESSEE to the LESSOR shall be delivered to LESSEE. Nothing in this provision shall
preclude LESSOR from resorting to court action for damages and/or the recovery of unpaid
rentals and/or other outstanding monetary obligations.

SECTION 7. RETURN OF LEASED

PREMISES UPON CONTRACT
TERMINATION

7.1 Return of Leased Premises. Leased Premises shall be fully vacated upon the effectivity date of
the termination of this Contract. LESSOR shall be deemed to have repossession of the Leased Premises
also on the day after the effectivity date of termination. Once the notice of termination has been
communicated, LESSOR shall immediately have the right to show the Leased Premises to prospective
tenants at reasonable business hours and with prior notice to LESSEE. The Leased Premises shall be
returned by LESSEE to the LESSOR in clean and good physical condition except for reasonable wear
and tear as may be determined by the LESSOR or its competent agent. Any expense incurred by
LESSOR for cleaning and repair shall be for the account of LESSEE.

7.2 Failure to Vacate Leased Premises. In the event of failure of or refusal by the LESSEE to
vacate the Leased Premises upon the expiration or termination of this Contract the LESSOR shall have
the any or all of the following remedies:

(a) Declare the forfeiture of the Security Deposit;

(b) Discontinue or cause discontinuance of any and all utility services to the Leased
Premises, such as, but not limited to, electricity and water services. In such case,
LESSOR shall not be liable to LESSEE for said discontinuance of services, in any event;

(c) Exercise the right and authority to (c.1) padlock the Leased Premises an prevent
LESSEE and/or any of its employees, agents and guests from entering and using the
Leased Premises and (c.2) open and enter the Leased Premises, take inventory of any
and all furniture, effects, money and stock in trade, materials and all properties found
therein and remove the same and store and retain any or all of these by way of pledge
until LESSEE fully settles all obligations arising from such unauthorized occupancy
including the cost of storage; (refer to Section 6.3)

(d) Require LESSEE to pay as reasonable compensation for LESSEE’s continued

occupancy of the Leased Premises, LESSEE shall be liable to pay rent equivalent to
150% percent of the latest month’s lease rate.

SECTION 8. MISCELLANEOUS PROVISIONS

8.1 Licenses, Permits, and Compliance with Government Regulations. The LESSEE shall, on its
own account secure and obtain all necessary licenses and permits, and comply with all government
orders and requirements regarding the introduction of improvements on the Leased Premises, and the
operations of the LESSEE’s business within the Leased Premises. Legible copies of such licenses,
permits and their subsequent renewals shall, without need of demand, be furnished to the LESSOR not
later than fifteen (15) days from the commencement of LESSEE’s business operations and every renewal
date required by law, ordinance, or regulation. LESSEE shall likewise comply with tax rules and
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regulations and shall pay taxes arising on account of this Contract.

The LESSOR hereby declares that it is a local government unit duly established and existing under and
by virtue of the laws of the Republic of the Philippines undertaking governmental functions and a PEZA-
Registered Developer/Operator and is, therefore, entitled to exemption from national and local
government taxes. The LESSEE is obliged to pay and hereby guarantees its faithful compliance with all
government laws and regulations regarding the payment of taxes and other charges due in connection
with this Contract and the transaction contemplated hereunder, including but not limited to the VAT and
other taxes imposable for the rent due on the Premises and/or Parking Slots, when applicable, utilities
and CUSA, as well as the Documentary Stamp Tax (DST) accruing by reason of the execution of this
Contract. The LESSEE shall pay the DST and other taxes due upon the execution of this Contract and
provide evidence thereof to the LESSOR within thirty (30) days from execution or payment hereof.

8.2 Real Estate Taxes and Insurance. Real estate taxes, fire insurance premiums and other
insurance charges enlisted by the LESSOR for its benefit shall be for LESSOR’s account. Insurance on
the Leased Premises and property contained therein shall be for LESSEE’s account.

8.3 Compliance with LESSOR Rules and Regulations. LESSEE shall comply with any and all rules
and regulations which may be promulgated from time to time by the LESSOR, as well as the applicable
rules, regulations and laws of local and national authorities now existing or which may hereafter be
promulgated.

8.4 Non-Waiver of Rights. The failure of either Party to insist upon the strict performance of any of
the terms, conditions and covenants herein shall not be construed as a waiver of any right or remedy
available to such Party; nor shall it be deemed a waiver of subsequent breach or default under this
Contract, which Contract shall continue in full force and effect. No waiver by either Party shall be deemed
to have been effectively made unless in writing and signed by such Party.

8.5 Notices. All notices, correspondences or processes to the LESSEE shall be delivered to the
Leased Premises by personal delivery, registered mail, or by posting such notices, correspondences or
processes in the Leased Premises. Any such delivery shall be deemed complete service and effective
notice to LESSEE regardless of whether or not such notice or process is duly received and accepted, or
whether or not a person is found in the Leased Premises.

8.6 Force Majeure. LESSOR shall not be liable to LESSEE for loss, or damages, death or injury
resulting from the non-performance or delay in performance of any of LESSOR’s obligations under this
Contract if such delay or non-performance is due to or connected with any act of God, flood, fire, war, riot,
civil commotion, natural catastrophe, strike, act of government, change of law, or other like or similar
unexpected causes beyond the reasonable control of, or not preventable by reasonable diligence of
LESSOR, provided that LESSOR has made every reasonable effort to remove the obstacle and to resume
performance at the earliest practicable time.

8.7 Indemnification. LESSEE shall indemnify and hold the LESSOR free and harmless from any
liability or responsibility for damage or injury to any person or property arising out of, or as a consequence
of the LESSEE entering into this Contract, or the use of the Leased Premises and/or the Subject Property
by the LESSEE, its employees and/or agents, where the same is not directly due to the fault or
negligence of the LESSOR, the general manager or its agents acting within the scope of their authority.

8.8 Binding Effect. All terms, covenants, conditions and provisions of this Contract shall be binding
and enforceable upon the Parties and their heirs, executors, administrators, principals, successors-in-
interest and assigns. In the event of sale, foreclosure of mortgage, or similar transactions entered into by
the LESSOR involving the Leased Premises, this Contract shall not be terminated; rather, this Contract
shall form part of the terms and conditions governing such sale, foreclosure, or similar transaction to the
extent allowed by law.

8.9 Judicial Relief. Both the LESSEE and LESSOR hereby agree that judicial suits shall be
exclusively brought before the proper court in the City of Bacolod and by execution and delivery
of this Contract, the LESSEE submits to and accepts, with regard to any such action or
proceeding for itself and in respect of its properties or assets, generally and unconditionally, the
jurisdiction of any such court. The foregoing, however, shall not limit or be construed to limit the
rights of the LESSOR to commence proceedings or to obtain execution of judgment against the
LESSE in any venue or jurisdiction where assets of the LESSEE may be found.

The penal provisions of this Contract shall be considered as cumulative and resort to one shall not bar
resort to others.

8.10 Separability Clause. The declaration of invalidity of any provision herein stipulated shall not
adversely affect the other provisions herein agreed which are otherwise valid and shall continue to be in
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 full force and effect.

8.11 Entire Agreement. This Contract, together with any Annexes referred to herein or executed
contemporaneously by the Parties in connection herewith, constitutes the entire agreement between the
Parties and supersedes any previous contracts or arrangements relating to the subject matter of this
Contract where such previous contracts or arrangements are incompatible herewith. No variation from this
Contractor any term or provision hereof, shall be, modified, waived, discharged or terminated, unless
made in writing and signed by duly authorized representatives of the Parties.

8.12 Governing Laws. This Contract shall be governed by and be construed in accordance with the
laws of the Republic of the Philippines.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on this at
Bacolod City, Negros Occidental, Philippines.

PROVINCE OF NEGROS OCCIDENTAL UBIQUITY GLOBAL SERVICES,

(LESSOR) INC.
(LESSEE)
By: By:

EUGENIO JOSE V. LACSON JUDE MICHAEL D.

Governor CRISOSTOMO
Operations Manager

Signed in the presence of:

[FULL NAME OF WITNESS] [FULL NAME OF WITNESS]

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

CITY OF BACOLOD ) S.S
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At Bacolod City, Negros Occidental, Philippines, on this day of 2022
personally appeared before me the following persons with their respective competent evidence
of identity, to wit:

Competent Evidence
Name No./Date/Place of Issuance
of Identity
EUGENIO JOSE V. LACSON DFA Philippine Passport P3720940B/DFA Bacolod/
Governor November 4, 2019
Province of Negros Occidental
JUDE MICHAEL D.
CRISOSTOMO
President
UBIQUITY GLOBAL
SERVICES, INC.

Both known to me and to me known to be the same persons who executed the foregoing
instruments and they acknowledged to me that the same is their free and voluntary act and
deed and those of the entities they respectively represent.

WITNESS MY HAND AND SEAL, this day of 2022 and at the place first
written above.

NOTARY PUBLIC

Doc. No.
Page No.
Book No.
Series of 2022

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Name of Lessee: UBIQUITY GLOBAL SERVICES, INC.
Type of Business: BUSINESS PROCESS OUTSOURCING
1.1 Location
1.2 Description
1.3 Unit/s No/s
1.4 Total Area (sqm.)
1.5 Building Wing
1.6 Floor Level
2.1 Lease Period (no. of years)
2.2 Hand-over/Turn-over Date
2.3 Rent-Free/Fit-Out Period
2.4 Rental Start Date
2.5 Expiry Date
3.1. Monthly Rental Rate
3.2. Common Utilities &
Service Area (CUSA) Fees
3.3 Construction Bond
4.1. Security Deposit
4.2. Advance Rent
ANNEX “A”
1. LEASED PREMISES
NFCC CYBERCENTRE COMPLEX, (the “Subject Property”)
in corner of Lacson & Hernaez Streets
TAKE NOTE OF THE CONDITION OF THE UNIT UPON
TURNOVER
Common area flooring, electrical panel & meters;
common restrooms; backup power generation facilities;
central CCTV security system; ready to lease.
BPO-03
1,200 square meters
Main Building
2nd Floor
2. TERM OF LEASE
Four (4) years from Rental Start Date
Upon execution of the contract
Three (3) Months from Hand-over/Turn-over Date
After lapse of the Rent-Free/Fit-Out Period
Four (4) years from Rental Start Date
3. RENT AND OTHER FEES
Php 450.00/sqm or Php 540,000.00/month
Rate is subject to VAT, if applicable
Rate is subject to review by both parties on the 4th Year
Php 157.33/sqm or Php 188,796.00/month
Rate is subject to VAT, if applicable
Equivalent to One Month full rent – Php 540,000.00
Refundable upon full compliance with all the requirements and
upon issuance of Clearance from the NFCC Administration
Office less administrative charges and renovation related
charges
4. SECURITY DEPOSIT AND ADVANCE RENT
Equivalent to three (3) months basic month rent –
Php 1,620,000.00
Payable upon Hand-Over Date provided under Item 2.2
Equivalent to three (3) months basic rent and CUSA –
Php 2,186,388.00
Payable upon Hand-Over Date provided under Item
2.2
Advance rent will be applied on the last three (3)
months of the lease term.
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 5. MANNER OF PAYMENT

5.1. Frequency Monthly, due no later than the 10th day of every month
5.2. Mode of Payment Post-dated checks for the monthly full rental fees (base rent,
CUSA, and applicable taxes)

Cash or on date check or deposit to our bank account for

the utilities (electricity and water, if applicable)

5.3. Taxes Rates indicated are still subject to applicable taxes. VAT
– charged to Lessee, if applicable
Withholding Tax – withhold from Lessor, if applicable

Documentary Tax will be paid by the Lessee

Real Estate Tax on Improvements will be paid by the
Lessee
Real Estate Tax on Land will be paid by the Lessor

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