KSA March 18, 2019 LEE MEE YEE ADMIN SUPERVISOR NEW BAY INTERNATIONAL INC. RE: LEASE PROPOSAL TO NEW BAY INTERNATIONAL INC. MEZZANINE LEVEL, TOWER 1 (APPROX. 893.28 SQM) ‘THE ENTERPRISE CENTER Dear Ms. Yee, Thank you for considering our building for the additional office space requirement, This Lease Preposal document outlines the proposal terms for lease of the premises described above to you, INEW BAY INTERNATIONAL INC (‘Prospective Tenant’), by [KSA REALTY CORPORATION] Clandlord’), Please find below our proposed commercial terms and conditions subject for your review and approval: COMPANY NEW BAY INTERNATIONAL INC, LESSOR KSA REALTY CORPORATION GROSS LEASABLE AREA _| 893.28 sqn 7 ] OCCUPANT LOAD 1 person for every 10 sqm occupied mi ‘TYPE OF LEASE Office — —_| UNIT CONDITION Mezzanine area of Tower 1 space shall be delivered to the LESSEE inan | AS-IS -WHERELIS condition, Additional works that need to be done in the leased premises shall be for the sole account of the LESSEE. It is understood that the LESSEE has exercised due diligence to inspect the proposed units. LEASE PERIOD August 16,2019 - August 15, 2022 LEASE TERM Three (3) Years LESSOR maintains all its leases at a 3-year term, but offers an option to renew under the following provision: This lease may be renewed upon the mutual agreement of the parties, under the same terms and conditions as provided in the existing lease documents except for the rental rates and the new lease term, provided a Notice of Renewal is served by the renewing party atleast six (6) months _ | prior to the expiration of the term of this lease. Where Notice of Renewal is served, the parties shall, during the period of | four (4) months following the Notice of Renewal, negotiate the rental rates and the new lease term. KSA Really Corporation, Sth Floor, Tower 2, The Enterprise Center, 6766 Ayala Ave. cor. Paseo de Roxas, 1200 Makati City, PhilippinesIn the event that the parties are unable to agree on the rental rates and the | new lease term two (2) months prior to the expiration of the term of this lease, LESSEE shall vacate the leased premises on or before the date of expiration of this lease without need of further demand. RENEWAL RENT Renewal rates shall be based on the prevailing lease rates for Premium Grade buildings in Makati and market trend at the time of renewal. LEASE RENTAL RATE Y1- PHP 1,750.00/sqm/month Y2- PHP 1,837.50/sqm/month Y3- PHP 1,929.38/sqm/month {exclusive of VAT, inclusive of Withholding Tax) ESCALATION 5% starting Y2 MANNER OF PAYMENT LESSEE undertakes to pay the above-stated rental fee for the lease and use of the premises three (3) months in advance [inclusive of withholding tax, exclusive of Expanded Value-Added Tax (EVAT)]}. RESERVATION DEPOSIT Upon signing of this lease proposal, LESSEE must pay a Reservation Deposit equivalent to one (1) month rent (computed based on Year 3 rent) which shall then form part of the Security Deposit. The subject amount shall be returned to the LESSEE without interest in the event the LESSOR does not accept the Reservation, but shall be forfeited in favor of the LESSOR if the LESSEE withdraws this Reservation after its acceptance by the LESSOR. SECURITY DEPOSIT Equivalent to three (3) months, computed based on the Year 3 rent. Payable on or before the execution of the Contract of Lease. The Security Deposit shall at all times be maintained by LESSEE during the lease term at an amount equal to three (3) months’ rent, which amount shall be adjusted accordingly to at all times equal three months’ rental upon each increase of the rent. The increase in the amount shall be payable ‘on the due date specified in the applicable statement of the account. | ADVANCED RENT Equivalent to three (3) months, computed based on the Year 3 rent. Payable on or before the execution of the Contract of Lease. The Advanced Rent (exclusive of VAT) shall at all times be maintained by LESSEE during the lease term at an amount equal to three (3) months’ rent, which amount shall be adjusted accordingly to at all times equal three months’ rental upon each increase of the rent. The increase in the amount shall be payable on the due date specified in the applicable statement of the account. CONDOMINIUM DUES PHP 184.82/sqm/month This shall be subject to increase with prior written notice to the LESSEE. This shall be payable monthly, without need of demand, on or before the first day of the month due at the Property Management Office. Condominium Dues are computed based on the following expense item: © Cost of administration; * Maintenance and repair of the common areas of the premises, including facilities in the common areas (such as elevators, emergency generators, A/C chillers, fire alarm system, sprinkler system and all other utilities of The Enterprise Center; * Electricity and water for the common areas;* Air-conditioning for the office units and the relevant common] areas; * Fire and Lightning Insurance and Comprehensive General Liability Insurance premiums for the building except for the units and the improvements therein; Security and janitorial services for facilities in the common areas. Environmental improvement, landscaping and decoration; Taxes, annual fees, and dues paid to the City of Makati and the Makati Commercial Estates Association (MACEA), including Real Property Tax and fees for electrical, mechanical, sanitary, and fire- safety inspections and other related fees; * Allother expenses that may be incurred for the management of common areas or for common benefit; * Special assessments for non-regular or extraordinary expenses that may be imposed from time to time. ‘ADDITIONAL PAYMENTS In addition to the monthly rent and Condominium Dues, the LESSEE shall also pay to the LESSOR, the following charges payable upon hand- over of the leased premises to the LESSEE: * Amonthly fee to defray and pay for the cost of electricity and water consumed within the leased premises based on individual sub-meter; * Amonthly fee to defray and pay for the cost of additional/back- up chilled water air-conditioning supply within the leased Premises, if applicable, based on a fixed rate of PHP 5,900.00/TR/month. INSTALLATION OF UTILITIES ‘The cost for the installation of back-up air-conditioning provision, telephone, internet and other utilities as well as of additional separate meters for electricity and water in the leased premises shalll be for the sole account of the LESSEE. PARKING LESSEE to be referred by KSA to ‘Shang Parking Services, Inc. (SPI Parking) | for the parking lease. The LESSEE shall be entitled to the right to lease parking slot(s) which | shall be the subject of a separate agreement. The allocation of the | particular parking slot(s) shall be at the sole discretion of the LESSOR. Special arrangements for the lease of additional parking slot(s) may be made by the LESSEE with the LESSOR or the designated Building Parking Manager, but subject always to the availability of parking slot(s) and the final discretion of the LESSOR and Shang Parking Services, Inc. (SPI Parking). * Car parking allocation ~ 1 parking slot for every 100 sqm occupied of leasable space; * Parking Rental - Subject to the prevailing rates of Shang Parking Services, Inc. (SPI Parking).‘SIGNAGE Naming rights: None. Accommodation to install signage at the rooftop of the building is subject to the approval of the Landlord and the Condominium Corporation and rental fees per slot/month. The available options for the LESSEE are the following: * Tenant's Directory Board located at the Podium Lobby (Level 3) of ‘Towers and 1 and 2, Each tenant will be allowed one (1) entry. ‘The Property Management Office will provide particulars on the format upon handover; * Signage slots (subject to availability) at the Pylon towers along Paseo de Roxas Avenue, Dela Rosa Street and Ayala Avenue. HAND-OVER DATE June 16, 2019 | [FIT OUT PERIOD June 16, 2019 - August 15, 2019 (2 mos) FIT OUT FEES Payable to the Condominium Corporation prior to commencement of fit out works. * Construction Bond is equivalent to one (1) month rent, refundable after the completion of the post fit-out requirements; * Vetting Fee at PHP50.00/sqm non-refundable; ‘* Electric Deposit at PHP50,000,00, refundable after the completion of the post fit-out requirements; Water Charges at PHP2,000.00/area non-refundable. TENANT IMPROVEMENT ‘The LESSEE shall not make any alteration, addition or improvement within the Leased Premises or effect the installation of any fixtures required by the conduct of its business, without the prior written consent of the LESSOR, which consent shall not be unreasonably withheld, and subject at all times to such reasonable terms and conditions as may be imposed by the LESSOR. All authorized alterations, additions or ‘improvements made by the LESSEE as well as any alteration, improvement, addition or installation of or to the Leased Premises shall be done in a manner that befits a first class office unit and at the LESSEE's cost. All building, architectural, engineering, conceptual plans and specifications for any alteration, addition or improvement shall be submitted to the LESSOR for its approval at least thirty (30) days prior to the commencement of work | on any such alteration, ad KSA is no longer granting Right of First Refusal but commits to send out Jease proposal whenever a space becomes available. ACCESS TO SITE LESSEE is allowed to access the premises and conduct business 24 hours a day and 7 days aweek. LANDLORD'S ACCESS Subject to a prior written notice of at least one (1) working day the LESSEE shall permit the LESSOR, public utility companies, and their respective authorized representatives at reasonable times to enter the leased premises for the purpose of inspecting the condition of the leased premises or undertaking the repair and maintenance of utilities, facilities, and other structural elements used or shared in common by the LESSEE with the other tenants of the Condominium Project, or for determining the LESSEE’s compliance with any of the provisions hereunder.The LESSOR or its authorized representative shall be entitled, without | incurring any liability whatsoever, in the event of an emergency, to enter the leased premises as the LESSEE’s attorney-in-fact, to undertake the necessary repairs or conduct the inspection thereof for the protection of the leased premises and the Condominium Project. Provided, that the LESSOR shall exert its best efforts such that any of the activities described herein shall cause the least inconvenience to the LESSEE as is possible or practicable. PRE-TERMINATION Except when the pre-termination is for causes attributable to LESSOR, Its agents, or its representatives, if LESSEE terminates this lease before expiration of the lease term, LESSEE shall nevertheless pay the rent until the end of the lease term, or until a new tenant for the leased premises is found, whichever comes earlier. LESSOR shall not be under any obligation to find a new tenant for the leased premises, In the event a new tenant agrees to lease the leased premises for at least the remainder of the lease term, LESSEE shall indemnify LESSOR for all costs which may have been | incurred by LESSOR for finding the new tenant, and LESSOR’s certification as to such costs shall be conclusive and binding upon LESSEE. LESSEE’s obligation to pay the rent shall cease when a new tenant is found and succeeds to the lease. HOLD-OVER Ifthe LESSEE fails to return the leased premises to the LESSOR at the end of the lease term for reasons other than Force Majeure, the Security Deposit shall be forfeited in favor of the LESSOR as penalty and in addition, the LESSEE shall pay the LESSOR, as damages, a sum equal totwotimes | (2x) the applicable rent to be paid by the LESSEE to the LESSOR for the | period during which the LESSEE shall retain possession of the leased premises. The exercise by the LESSOR of its rights under this Article shall not be interpreted as a grant of permission to the LESSEE to continue in possession of the leased premises beyond the term of the Contract of Lease and the damages due LESSOR hereunder shall be in addition to the damages which may become due the LESSOR. REINSTATEMENT ‘Condition of Leased Premises - The LESSEE shall return and surrender the Leased Premises at the expiration of the Lease Term, in good and tenantable condition (reasonable wear and tear excepted), without any delay whatsoever, and in warm shell condition (Le. fully integrated ceiling, lighting, air conditioning and ducting and underfloor trunking), devoid of all occupants, furniture, articles and effects of any kind, unless the LESSOR exercises its option to retain the alterations, additions or improvements in accordance with the Contract of Lease Section 6.8(c). The LESSEE shall repair any damage caused to the Leased Premises which cannot be accounted for by reasonable wear and tear and restore the Leased Premises to good and tenantable condition to the satisfaction of the LESSOR. All keys giving access to all parts of the Leased Premises and/or the Common Areas (as applicable) shall be returned to the LESSOR, and all ‘expenses incurred in removing from the Leased Premises or the Condominium Project the names, posters, signboards, decoration, or advertising matters relating to the LESSEE, including any damage caused by such removal, shall be for the account of the LESSEE. In the event that the LESSEE fails to comply with the provisions of this Article, the LESSOR shall be entitled to indemnity for the total cost of damages suffered by the LESSOR or the Leased Premises by reason of such violation.Option to Retain - If however, the LESSOR shall notify the LESSEE in writing, prior to or within thirty (30) days of the termination or expiration of the Lease Term, the LESSEE shall NOT remove any and all alterations, additions and improvements placed or installed by the LESSEE in the Leased Premises, except movable furniture and fixtures placed in the Leased Premises at the expense of the LESSEE, and shall remain upon and be surrendered with the Leased Premises as part thereof, and become the Property of the LESSOR at the expiry or termination of the Contract of Lease, without compensation for their value to the LESSEE. ‘ASSIGNMENT/TRANSFER OF LEASE AND SUB- LEASE Prohibitions - LESSEE shall not assign or transfer any or all ofits interests, rights and obligations hereunder ‘and/or under the Contract of Lease, nor sub-lease all or any part of the Leased Premises, or enter into any arrangement whereby the use or possession of any part of the Leased Premises is transferred to any person other than affiliates as defined herein regardless of whether rental or other consideration is given therefor. No right, title or interest to, in and under this Contract of Lease shall be deemed conferred or vested in any person other than the LESSEE, without the LESSOR’s prior written consent. Affiliates - The term “affiliates” as used above shall refer not only to any juridical person where the majority of the issued and outstanding shares of stock or contributions pertain to the LESSEE but, likewise, to an entity which, while not being a majority stockholder or contributor, controls the management of such juridical person through a management contract or to one which, while not having a management contract, is publicly and demonstrably known to be in control of the management thereof. EXPANSION AND DOWNSIZING Expansion - the commercial terms agreed for the existing lease shall not be applicable to this transaction. Downsizing - the area divi The Enterprise Center. ion of space will be based on the standard cut of | ELECTRICAL SYSTEM ‘+ Six (6) units of diesel fuel generator with a capacity of 1.5 MW, 380 VAC/220 VAC, 60 HZ provides 100% back-up power to cater tenants’ needs; | + Time to transfer power from normal to emergency or vice versa is within 6 - 10 seconds; ‘* Supply of diese! can last for about four - five days running on a full load; ‘+ Atotal of 100 A tap-off breaker is allotted per floor with three (3) phase 380 V/line to line, 220 V line to neutral; ‘+ Bight (8) units of tower block are sub-divided on each floor having a capacity of 40 A which includes Residual Current Circuit Breaker (RCCB) and a single phase watt-hour meter; ‘* Allpiping / conduits to be used must be Inter-Metallic Conduit (im © Connection shall be line to neutral.AIR-CONDITIONING SYSTEM Centralized cooling system has five (5) 570 TR centrifugal type chiller and two (screw type chiller), seven (7) chilled water pumps (plus one pump controlled via VED), seven (7) condenser water Pumps (plus one pump controlled via VFD), and six (6) units of 840 TR cross flow cooling towers (each unit of cooling tower has three (8) cells); Introduction of fresh air via pressurization blowers are scheduled prior to building start-up; Regular operating schedule: ~ Mondays - Fridays: 7:30 am to 6:00 pm ~ Saturdays: 8:00 am to 1:00 pm | ~ Sundays and Holidays: None ~ After office A/C extension: chargeable at PHP 1,800.00 /hour/floor/tenant; Only chilled water type fan coil units are allowed to be installed on leased premises; Only a total of 7.5 TR of additional cooling capacity is allowed per floor. This is chargeable at PHP 5,900.00/TR/month; Room comfort level is 24+/- degrees Celsius with a relative humidity of 50% +/- 10%; Total cooling capacity per floor is 60 TR (two AHU with a capacity of 30 TR, 10 HP, 380 VAC each); Chilled water entering is 44 degrees Fahrenheit and chilled water leaving is 54 degrees Fahrenheit; A total of eight (8) Variable Air Volume (VAV) dampers are strategically located per office floor and controlled by a thermostat and monitored to the Building Management System. SECURITY SYSTEM Security System includes: CCTV, FDAS, BMS, MELEYE, Door Access, Door Contact, Watchman Tour, Public Address. A total of 329 (PTZ and fixed) comprehensive CCTVs coverage strategically located in the common areas of the building for continuous monitoring; Upgraded Fire Detection and Alarm System that includes sprinkler system, smoke detection system, alarm activation button, strobe light location indicator, fire hydrant hose reel system and audio signals thru a public address system; Building Management System that automatically controls and monitors the lighting system, power supply, fire protection and suppression system, air-conditioning system, ventilation and fresh air supply system, and water supply system of the building; Elevator monitoring and Control System that closely monitor the operational status of all elevators in the building; Door contacts and access are also installed in all critical /machine rooms and other restricted areas of the building; ‘There are 44 watchmen posts inside the building that ensures that 1the whole area of the building premise is checked. Security is provided 24/7 including the roving guards on both towers which also act as the building’s Emergency Response and Rescue Team. TELECOMMUNICATIONS The leased premises are fitted with telephone entrance cables up to the telephone outlet, to meet LESSEE’s requirements for standard telephone lines. It shall be the LESSEE’s responsibility to arrange for a connection/data line or any other extension unit(s) by making arrangements with any of the available telecommunication providers in the building for the installation of the LESSEE’s telecommunication Tequirements. The LESSEE shall bear the cost of installation and other materials used in the connection as well as the monthly consumption charges. © Telecommunication System: - Main Distribution Frame (MDF) is located at Basement 1 Tower 2 just behind the high voltage switch gear; - _ Telecommunication companies use fiber optics for their service entrance, which enters through a manhole going to the MDF room, From the MDF, voice and data lines are distributed via Building Intelligence Room on each floors; ~ There are 150 telephone lines available on each floor; ~ Available Telecommunication Providers: PLDT, Smart, Globe, Bayantel, and Eastern Telecoms. BACK-UP GENERATORS Six (6) standby generators, 100% back-up of 1,500 KW each BUILDING MANAGEMENT ‘The Enterprise Center is managed by the Property Management arm of the Shang Properties Inc. (SPI). Shang Properties Inc. (SPI) has a core business in upscale office, retail leasing, and residential development. The company expanded its business portfolio by entering the commercial and residential condominium market with projects such as Shangri-La Plaza Mall, The Shang Grand Tower, St. Francis Shangri-La Place, One Shangri-La Place, The Shang Salcedo Place, and The Rise Makati. Backed by the added value and advantages provided by its affiliates worldwide- Kerry Properties, the Kuok Group, and Shangri-La International Hotels and Resorts, and their ever-growing network of Property, logistics and infrastructure assets, Shang Properties Inc. (SPI) continues to set the pace for premium real estate projects in the Philippines. CONFIDENTIALITY The information contained herein is to remain confidential only to the Parties noted herein. The information is not to be disclosed to any third party. The terms and conditions of this Reservation are strictly confidential between the LESSOR, the LESSEE and their professional advisers. The content is not to be disclosed to any third party without the prior written approval of the parties or as may be required by law. OTHERS Other terms and conditions not stated herein shall be provided in the Reservation Form and Contract of Lease. LEASING COMMISSION For Property Consultants, in order to become eligible to collect, ‘commission fees, one must submit the following documents: For Brokerage Firms:~ Letter of Appointment ~ Certificate of Registration (BIR Form 2303) ~ Official Receipt * For Freelance Brokers: ~ Letter of Appointment - PRCLicense ~ Declaration of current year's gross income ~ Certificate of Registration (BIR Form 2303) ~ Official Receipt Once eligibility is verified and confirmed, the commission, which is equivalent to one (1) month base rent shall be paid by KSA upon delivery and execution of the Contract of Lease and payment of LESSEE of the following: The balance for the required Security Deposit; Advance Rental; and ‘* Documentary Stamp Tax or submission to KSA of the DST Return from BIR.NOTES: * This lease proposal is valid for 15 (fifteen) days from the date of receipt. ‘* Reservation Form will be sent upon KSA management for the approval of the tenancy. Billing for the Reservation Deposit will be attached to the Reservation Form. ‘We hope you find everything in order. Should you find the offer acceptable, please sign the conforme on the space provided below and email to tisha.dizon@theenterprisecenter.com.ph or annaleen.macasarte@theenterprisecenter.com.ph. ‘Thank you very much and hoping for your favorable reply. Yours truly, For and on behalf of KSA REALTY CORPORATION TISHA DIZON LEASING MANAGER CONFORMITY For and on behalf of NEW BAY INTERNATIONAL INC, I hereby accept the above-stated terms and conditions. LEE MEE YEE DATE ADMIN SUPERVISOR