CONTRACT OF LEASE WITH RIGHT OF FIRST REFUSAL

KNOW ALL PERSONS BY THESE PRESENTS:

This CONTRACT OF LEASE made and entered into in Iloilo City, Philippines,
by and between:
INJAP REALTY, INC., a corporation duly organized and existing under and by
virtue of the laws of the Philippines with office address at Diversion Road,
Mandurriao, Iloilo City, represented by its duly authorized President, MR. HENRY
S. SIA, JR., hereinafter referred to as the LESSOR;
and
BATTERY KINGDOM, INC., a corporation duly organized and existing under
and by virtue of the laws of the Philippines with office address at Mabini St., Iloilo
City Proper, Iloilo City, represented by its duly authorized President, MS.
CYNTHIA V. TE, hereinafter referred to as the LESSEE;
WITNESSETH:
WHEREAS, the LESSOR is the registered owner of a parcel of land, with an
approximate area of Three Thousand Three Hundred (3,300) square meters, more or less,
situated at Diversion Road, Mandurriao, Iloilo City, covered by Transfer Certificate of Title
No. 123456 of the Registry of Deeds for Iloilo City, a copy of which is attached herewith
as Annex “A” (hereinafter the leased premises);
WHEREAS, the LESSEE has offered for lease and the LESSEE has accepted
under the terms and conditions hereinafter set forth.
NOW, THEREFORE, for in consideration of the following premises, the parties
hereto agree as follows:
1. TERM OF LEASE. The contract of lease shall be for a period of thirty (30)
years commencing on 1 May 2022 to 30 April 2052.

2. RENEWAL. The contract of lease is renewable for another twenty (20) years
in which the LESSEE will give a written notice to the LESSOR to renew the
lease within ninety (90) days prior to the expiration of the original thirty-year
term, upon terms and conditions mutually agreed upon by the parties in writing.

3. RENTALS. The LESSOR shall pay annual rentals in the amount of Two
Million Pesos (Php. 2,000,000.00) payable within twenty (20) days from the start
of the year, exclusive of VAT. The annual rentals shall be subject to escalation
equivalent to two percent (2%) at the end of every five (5) years.

4. REAL ESTATE TAXES. All real estate taxes levied or assessed or those which
may thereafter be levied or assessed on the leased premises, including real estate
taxes assessed on the improvements introduced by the LESSEE on the leased
premises shall be for the exclusive account of the LESSEE for the duration of
the lease.

5. DEPOSIT. Upon the execution of this Contract of Lease and upon delivery of
the LESSOR of the leased premises to the LESSEE, the LESSEE shall pay to
the LESSOR the sum of Four Hundred Thousand Pesos (Php. 400,000.00) as
two (2) months security deposit. The security deposit shall remain intact during

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 the entire term of this lease and shall not be applied by the LESSOR as payment
for rentals, but shall serve as security to answer for charges, damages, and other
obligations due to the LESSOR under the contract of lease. Said security deposit
shall be refunded by the LESSOR and returned to the LESSEE, within thirty
(30) days upon termination of this Contract should there be no renewal entered
into by the parties and after the leased premises shall have been surrendered to
the LESSOR.

6. USE OF THE LEASED PREMISES/SUBLEASE. The LESSEE shall use the

leased premises for any lawful purpose. The LESSEE shall have the right to
sublease all or any portion of the leased premises to any third party, upon written
notice thereof to the LESSOR.

7. ALTERATIONS/IMPROVEMENTS. The LESSEE may, with the written

consent of the LESSOR, erect in the leased premises such structures which it
considers necessary and appropriate for the operation of its business thereon, to
include but not limited to a laboratory, office building, warehouse, and if the
LESSEE so desires, equipment, facilities, machinery and the like;
Upon the expiration or termination of the contract of lease, permanent physical
improvements introduced by the LESSEE on the leased premises during the
contract, which cannot be removed therefrom without damages to the leased
premises, shall be purchased by the LESSOR at the depreciated value at the time
of the aforementioned expiration or termination of the contract.
8. UTILITIES. The LESSEE shall pay for its utility bills, including electric,
water, telephone, cable TV, and internet fees, for the duration of the lease.

9. INSPECTION OF PREMISES. The LESSOR or its authorized agent, with

due notice to the LESSEE, shall be allowed entry to the leased premises in the
presence of the LESSEE or its authorized agent at any reasonable hour of any
working day to examine the same.

10. TERMINATION.

a. The LESSOR shall have the right to terminate the contract of lease before
the expiration of the term agreed upon by giving a thirty (30) day prior
written notice to the LESSEE in any of the following instances:

i. the LESSEE fails to pay rentals within twenty (20) days from the
start of the year;

ii. in the event of any violation or breach by the LESSEE of the

terms and conditions stipulated in the contract and the LESSEE
fails to remedy the default within thirty (30) days from its receipt
of written demand from the LESSOR.

b. In the event that the LESSEE will terminate the contract under (A), the
LESSEE shall forfeit the security deposit as liquidated damages in favor
of the LESSOR.

11. RETURN OF PREMISES. Upon expiration or termination of the contract of

lease, the LESSOR shall give a thirty (30) day prior written notice to the

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 LESSEE, in which the LESSEE shall vacate the leased premises and promptly
deliver to the LESSOR the leased premises, devoid of all occupants, movable
furniture, articles and effects of any kind, in the same good and tenantable
condition, ordinary wear and tear except other such alterations, additions, or
improvements under paragraph (7) of the contract of lease.

12. RIGHT OF FIRST REFUSAL. Should the LESSOR decide to sell the leased
premises, the LESSEE shall be granted the first option to purchase the leased
premises at the same terms and conditions as offered by the LESSOR to a third
party, and such option shall be exercisable by the LESSEE within one (1) year
from receipt by the LESSEE of written notice of the LESSOR’s intention to
sell the leased premises.

13. LITIGATION AND VENUE. Should any one of the parties herein be
compelled to seek judicial relief against the other for the enforcement of the
terms and conditions of the contract of lease, the losing party shall pay Fifty
Thousand Pesos (Php. 50,000.00) as attorney’s fees, in addition to the costs of
litigation and damages which the said party may be entitled to pay. The parties
hereby agree that the venue of court action arising from the contract of lease
shall be exclusively in the proper court of Iloilo City.

14. EXCLUSIVENESS OF AGREEMENT. The contract of lease represents the

entire agreement between the parties with respect to the subject matter thereof
and supersedes any and all agreements, oral and/or written, previously entered
into between the parties covering the leased premises. The contract of lease may
only be modified by a written instrument signed by the parties or their
representatives.

IN WITNESS WHEREOF, the parties hereto have signed this Contract of Lease
of this 7th day of April, 2022 in Iloilo City, Philippines.

INJAP REALTY, INC BATTERY KINGDOM, INC.

Lessor Lessee

by: by:

HENRY S. SIA, JR. CYNTHIA V. TE

President President

Signed in the presence of:

RAUL G. SY AILEEN A. AYALA

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REPUBLIC OF THE PHILIPPINES)
CITY OF ILOILO) S.S.
x-----------------------------------------------x
ACKNOWLEDGMENT
BEFORE ME, a Notary Public for and in the City of Iloilo, this 7th day of April,
2022 in Mandurriao, Iloilo City, personally appeared CYNTHIA V. TE, authorized
representative of BATTERY KINGDOM, INC. presenting to me her Philippine
Identification System (PhilSys) identification card with number 123456 issued on January
31, 2019, and HENRY S. SIA, authorized representative of INJAP REALTY, INC.,
presenting to me his PhilSys identification card with number 056784 issued on February
16, 2020, known to me to be the same persons who executed the foregoing Contract of
Lease and who acknowledged to me that the same is their voluntary act and deed.
This instrument consists of four (4) pages including this page on which this
acknowledgement is written and signed by two (2) instrumental witnesses herein above.
WITNESS MY HAND AND SEAL on the date and place first above written.

ANTONIO G. PANGILINAN
Notary Public
Appointment No. 837 until 31 December 2023
Diversion Road, Mandurriao, Iloilo City
Roll of Attorneys No. 14567
IBP No. 3457; issued 07 January 2018; IBP Iloilo
PTR No. 897; issued 07 January 2018; Iloilo

Doc. No. 105;

Page No. 24;
Book No. 1;
Series of 2022.