LEASE AGREEMENT

This Lease Agreement executed this ____ day of ________ in _______________

by and between:

_______________________, a corporation duly organized and existing under and

by virtue of the laws of the Philippines with principal office address at
___________________________, represented by its President, ________________ and
Senior Manager, ______________________, herein referred to as the “LESSOR”.

- and -

______________________, a corporation duly organized and existing under and

by virtue of the laws of the Philippines with principal office address
at____________________________________, represented by its ______________,
____________, herein referred to as the “LESSEE”.

WITNESSETH THAT:

WHEREAS, the LESSOR is the owner of the units at the 7th floor of the
________ Centre-Manila located at ________________________________________,
Manila, containing a total leasable area of Four Hundred Four & 54/100 square meters
(404.54 sqm.), more or less (hereinafter referred to as the "LEASED PREMISES").

WHEREAS, the Lessee desires to lease the LEASED PREMISES from the
Lessor, and the Lessor has agreed and approved the lease the same under the terms and
conditions set forth herein;

NOW, THEREFORE, for and in consideration of the foregoing premises and the
mutual covenants set out hereafter, the Lessor hereby leases unto the Lessee the Leased
Premises under the following conditions:

SECTION 1.
PRINCIPLES OF CONSTRUCTION

The headings in this Lease Agreement are inserted for convenience and reference only
and shall not limit or affect the construction of the provisions hereof.

Reference to “Section” and “Annex” are references to Sections and Annexes of this
Lease Agreement.

Reference in this Lease Agreement to any document or agreement shall be deemed to

include references to such document or agreement as amended, varied, supplements or
replaced from time to time. Any amendment to this contract shall be agreed upon in
writing by both parties.

SECTION 2
THE LEASE AND THE LEASED PREMISES

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2.1 Subject of Lease

The Leased Premises covers the 7th floor, with an area of Four Hundred Four &
54/100 square meters (404.54 sqm.), more or less.

2.1.1 The Lease

Subject to the terms and conditions set out in this Lease Agreement, the Lessor
hereby leases to the Lessee, and the Lessee hereby leases from the Lessor, the
Leased Premises beginning on July 1, 2018 (the “Lease Commencement Date”)
and throughout the term specified in Section 3 (as such term may be extended in
accordance with this Lease Agreement, the “Lease Term”). Beginning on the
Lease Commencement Date, and throughout the Lease Term, the LESSOR will
ensure that the LESSEE is in peaceful and exclusive possession of the Leased
Premises.

2.1.2 Rights Appurtenant to the Lease

a) Common Areas

The LESSEE’s right to lease the Leased Premises shall include the appurtenant
right to use, in common with the other occupants of the ________________ Centre-
Manila, the lobbies, entrances, stairs, corridors, elevators (including freight
elevators, with prior written notice to the management of the _________________
Centre-Manila), and other common areas in accordance with the Master Deed and
Restrictions, house rules and regulations, and other issuances of the Condominium
Corporation of the _______________ Centre-Manila and/or Lessor.

b) Access to the Leased Premises, Parking Slots and Other Areas

The LESSEE shall have continuous and uninterrupted access to the Leased
Premises, the Parking Slots, and the other areas and facilities mentioned in Section
2.1 of this Lease Agreement until the expiry of the Lease Term or the early
termination hereof, as the case may be, subject to the Master Deed & Restrictions,
house rules and regulations, and reasonable security and building administration
rules and regulations as may be adopted by the Condominium Corporation and/or
the LESSOR.

2.2 Use of the Leased Premises

The Lessee shall use the Leased Premises only for office and related purposes and
not for any other purpose. The Lessee shall use the Leased Premises strictly in
accordance with applicable law and regulations, the Master Deed and Restrictions,
House Rules and regulations, and other issuance of the Condominium Corporation
and/or Lessor, with the Lessee being notified by it from time to time for the safety
and order of the _____________ Centre-Manila.

3. Improvements and Alterations

3.1 Introduction of Improvements and Alterations

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 The Lessee shall not introduce any major and permanent additions, alterations, or
improvements, within the Leased Premises without the prior written consent of the
Lessor, which consent shall not be unreasonably withheld.

3.2 Transfer of Permanent Improvement to the Lessor and Removal of Non-

Permanent Improvements by the Lessee

All additions, alterations, and improvements made on the Leased Premises by the
Lessee that cannot be removed without causing damage to the Leased Premises
shall become the Lessor's property upon termination of this Lease Agreement and
without any obligation on the part of the Lessor to reimburse the Lessee for the
value thereof. At the termination of the Lease Agreement, the Lessee may remove
from the Leased Premises only such movable property and any improvements made
by the Lessee thereon that can be removed without causing damage to the Leased
Premises.

SECTION 3
LEASE TERM

Unless sooner terminated for causes under Section 7 and 8 of this Lease Agreement the
terms of the lease shall be Two (2) Year commencing the Lease Commencement Date
subject to renewal under terms and conditions the LESSOR may require.

SECTION 4
FINANCIAL OBLIGATIONS OF THE LESSEE

4.1 Lease Rentals and Escalation

The Lessee shall pay to the Lessor a monthly office rent (“the Office Rent”) in
the amount of _________________________(P____.00) per rentable square meter
, exclusive of VAT, beginning the Lease Commencement Date which is on July
1, 2018. The monthly rent shall be increased by the LESSOR at the rate of Five
Percent (5%) per annum, beginning on the succeeding year until the expiration or
early termination of this Lease Agreement, as the case may be. Upon the execution
of this Lease Agreement, the Lessee shall pay the Lessor in advance an amount
equivalent to the sum of three (3) months' Office Rent and if Lessee avails itself of
its right hereunder to parking spaces, three (3) months' Parking Rent. Such advance
Office Rent and Parking Rent shall be applied to the first three (3) months of the
lease term. The succeeding Office Rent and Parking Rent shall be paid monthly in
advance on or before the first five (5) days of the first month of the applicable
month. All Office Rent and Parking Rent shall be paid at the Lessor's office or to
the bank account designated by the Lessor.

4.2 Condominium Dues

Beginning on the date that the Lessee accepted the unit, the Lessee shall pay
monthly in advance the Condominium Dues assessed on such Leased Premises by
the Condominium Corporation based on the provisions of the Master Deed, which
dues are currently at Sixty Three Pesos (P63.00) per square meter per month,
subject to the review by the Condominium Corporation. The Lessee shall remit
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 promptly and on before due date for payment such Condominium Dues directly to
the Condominium Corporation, and when requested, furnish the Lessor acceptable
proof of such remittance. The Lessee shall indemnify and hold the Lessor free and
harmless from and against any and all penalties, charges, surcharges, damages, and
claims arising out of or in connection with the non-remittance of misremittance of
such Condominium Dues.

It is understood that any increase of the Condominium Dues shall be for the sole
account of the Lessee.

Condominium dues shall cover management and maintenance expenses, utilities

for common areas, real estate taxes, insurance premium on the building, and other
unforeseeable expenses that may incur.

4.3 Taxes

The Office Rent and Parking Rent shall be exclusive of any value-added tax, which
shall be for the sole account of the Lessee. Except as otherwise provided in the
immediately succeeding paragraph, any tax which may be due on the lease imposed
on the Rent (such as but not limited to creditable withholding tax, value-added tax)
shall be for the sole account of the Lessee and shall be paid directly to the Bureau
of Internal Revenue (“BIR”) for and in behalf of the Lessor.

The creditable withholding tax due on the Rent shall be for the account of the
Lessor. The Lessee shall remit directly to the Bureau of Internal Revenue (“BIR”)
on the dates such amounts are required to be paid. Such amounts remitted shall be
credited in favor of the Lessor in the appropriate tax return. The Certificate of
Creditable Tax Withheld at Source shall be submitted to the Lessor within three
(3) business days from the date of the remittance.

Real estate taxes on the leased premises/unit as well as the documentary stamp and
such other taxes that may be due on this Lease Agreement shall be for the account
of the Lessor .

The Lessee shall indemnify and hold the Lessor free and harmless from and against
any and all penalties, charges, surcharges, assessments, damages, and claims
arising out of or in connection with the non-remittance or misremittance of such
taxes.

4.4 Insurance
The share of the Leased Premises in premium on the insurance of the building (all
risk insurance) shall be for the account of the Lessor.

4.5 Utilities

The Lessee shall promptly pay on or before their respective due dates the costs of
all utilities pertaining to the Leased Premises based on their respective meter
readings.

Air-conditioning charges for the entire Floor of the leased premises shall be
computed and paid for by the Lessee on the basis of meter reading; while those

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 charges for portions of the Floor shall be computed and likewise paid on sharing
basis, the formula of which shall be determined by the Condominium Corporation.

4.6 Security Deposit

Upon the signing of this Lease Agreement, the Lessee shall deposit with the Lessor
a security deposit in an amount equivalent to the sum of three (3) months’ Rent for
the Leased Premises and three (3) months’ Parking Rent (the “Security Deposit”)
to stand as security for the proper and faithful performance by the Lessee of all its
obligations hereunder as well as for any damage suffered by the Leased Premises
arising out of the use by the Lessee of the Leased Premises.

Subject to Section 6.2, the Security Deposit or any remaining portion thereof shall
be returned to the Lessee sixty (60) calendar days after the expiry of the Lease
Term, or as soon as the Lessee has submitted to the Lessor proof of the payment
of all unpaid invoices received by the Lessee during the Lease Term, whichever
is earlier.

SECTION 5
GENERAL RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1 Hand-Over Condition

The unit shall be turned over bare. Fit out on the Leased Premises shall be for the
account of the Lessee.

5.2 Use and Care of the Leased Premises

a. The Lessee shall use the Leased Premises only for office and related purposes
and not for any other purpose all in accordance with the Master Deed &
Restrictions, house rules and regulations, and other issuance of the Condominium
Corporation and/or Lessor. The Lessee shall not use or allow the Leased Premises
to be used as living or permanent sleeping quarters and shall not make or allow to
be made any disturbing noises within the Leased Premises. The Lessee may bring
into the Leased Premises in line with the Master Deed & Restrictions, house rules
and regulations, and other issuances of the Condominium Corporation and /or the
Lessor small cooking/pantry appliances, e.g. refrigerator, microwave, coffeemaker,
etc., with the prior written consent of the Condominium Corporation and the Lessor
, which consent shall not be unreasonably withheld or delayed.

b. Pursuant to the Master Deed & Restrictions, house rules and regulations, and
other issuances of the Condominium Corporation and/ or the Lessor, the Lessee
shall maintain the Leased Premises in accordance with the standards and
requirements of a first class office condominium; shall keep the same in first class,
good clean and tenantable condition at all times; shall not commit nor suffer waste
or injury thereof; and shall provide security as may be required in the ordinary
course of its operations. The Lessee shall promptly and properly repair any
damage in the Leased Premises caused by its fault or negligence.

c. The Lessee shall not bring into the Leased Premises any gasoline, inflammable
materials, explosives, firearms, deadly weapons and other similar paraphernalia.
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 d. No later than the last day of the Lease Term, the Lessee shall remove the
personal properties installed by it on the Leased Premises; repair any injury done
by or in connection with the installation or removal of the said property from such
Leased Premises; and surrender the said Leased Premises to the Lessor in as good
a condition as at the beginning of the Lease Term, reasonable wear and tear
excepted.

5.3 Rights of Inspection

The Lessor, its agents or employees shall, upon at least three (3) days’ prior written
notice, have the right to enter the Leased Premises at reasonable hours to examine
the Leased Premises, or to make such repairs thereon as may be required by the
terms and conditions of this Lease Agreement. The prior written notice shall not
apply in cases of emergency, in which event the Lessor , its agents or employees
shall have the right to enter the Leased Premises immediately in order to make
emergency repairs.

Beginning on the date that is three (3) months prior to the expiry of the Lease Term
or any intended date of termination of the Lease Agreement, the Lessor may show
the Leased Premises to prospective lessees at reasonable hours upon three (3)
business days’ prior written notice to the Lessee.

5.4 Compliance with Laws and Ordinances

The Lessee shall strictly comply with all laws, ordinances and regulations that are
applicable to the occupancy and use of the Leased Premises, including the Master
Deed & Restrictions, house rules and regulations, and other issuances of the
Condominium Corporation and/or the Lessor. Any penalties that may be imposed
for Lessee's violation thereof shall be for the account of the Lessee .

5.5 Hazardous Substances

The Lessee shall not cause or permit any flammables, explosives, radioactive
materials, hazardous wastes, hazardous and toxic substances or related materials,
asbestos or any material containing asbestos, or any other substance or material
included in the definition of “hazardous substances”, “hazardous materials”, “toxic
substances”, “contaminants” or any other pollutant, as may be provided by any law,
ordinance, rule or regulation, to be used, stored, transported, released, handled,
produced or installed in, on or from the Leased Premises.

5.6 Telecommunications

The Lessee shall be entitled to use the services of any telecommunications provider
chosen by it, subject to safety and security regulations requirements of the Lessor
relating to space allocation in the conduits and equipment rooms of the
______________ Centre-Manila. The Lessor may charge the telecommunications
provider chosen by the Lessee reasonable fees for access to the ___________
Centre-Manila or in connection with the rendition by it of services to the Lessee
as may be warranted under the circumstances.

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5.7 Work Product of the SubLessee

The Lessor agrees not to create or constitute any lien, encumbrance or other charge
on the files, records, papers and other documents of the Lessee or the Lessee ’s
clients or on the work product of the Lessee , and the Lessor hereby waives any
and all such liens, encumbrances or charges that may be created in its favor by any
applicable law or regulation.

5.8 Common Services

The Lessor shall not be liable to the Lesee for the operation of the elevators,
electrical systems, generator sets, air-conditioning system, chillers, plumbing, fire
alarm, sprinkler, mechanical systems, sanitary system, and other similar facilities
in the Leased Premises; the provision of light, heat and water on the common areas
of the Leased Premises; housekeeping, maintenance, security and other common
services of the common areas of the Leased Premises; payment of assessments,
insurance premiums, licenses, and authorizations, and other charges on the Leased
Premises, all of which are common services for which the Condominium
Corporation is solely and directly responsible if included in the Condominium
Dues.

Section 6.
DEFAULT

6.1 LESSEE’s Event of Default

The Lessee shall be considered in default upon :

(a) its failure to promptly pay any Rent or any condominium dues on their due
date/s; or any fees or charges payable by the Lessee under this Agreement or
the Building Administration Rules and Regulations.
(b) the Lessee’s failure to comply with any of its other obligations under this
Lease Agreement and such failure continues for seven (7) calendar days after
Lessee receives written notice from Lessor detailing Lessees failure to observe
its obligations under the Lease ;
(c) the Lessee ’s misrepresentation or violation of any of its representations and
warranties in this Lease Agreement; and
(d) Abandonment by the Lessee of the Leased Premises which remain closed for
business unused without any notice of closure having been furnished to the
Lessor.

6.2 Consequences of Lessee ’s Event of Default

If a Lessee ’s Event of Default occurs, then, at any time thereafter, the Lessor
may, by written notice to the Lessee , declare the Lessee in default and (i) demand
specific performance of the pertinent provision(s) of the Lease Agreement or (ii)
declare such Lease Agreement terminated and without further force and effect,
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 specifying the effective date of termination. Upon such termination, the LESSOR
shall have the right and full authority to cut-off utilities and Lessee shall
immediately vacate and deliver possession of the Leased Premises together with
the leasehold improvements to the Lessor in accordance with the terms of this
Lease Agreement. The Security Deposit shall be forfeited in favor of the Lessor .
Should the Lessee refuse to vacate the Leased Premises, the Lessor shall have
the option to exercise its rights under Section 8.2.

The Lessee shall indemnify and hold the Lessor free and harmless and against any
costs, damages, expenses, penalties and judgments that the Lessee may incur or
suffer on account of the Lessee ’s Event of Default and the termination of the Lease
Agreement.

6.3 LESSOR’S RIGHT OF RETENTION UPON LESSEE’S DEFAULT

Upon the occurrence of any of the Events of Default, the Lessor shall have the
power and authority to padlock the Leased Premises and prevent the Lessee and /or
its employees , agents, and guests from entering the Leased Premises until all the
outstanding obligations of the Lessee are fully paid.

The Lessor shall have the right and authority to open and enter the Leased Premises,
take inventory of any and all furniture, effects and other properties found in the
Leased Premises, and remove the same from the Leased Premises and place them
in storage. The Lessor shall also have the right to store and retain by way of pledge
any piece of furniture, equipment, material or other personal property in the Leased
Premises until full settlement of all Lessee’s obligations.

SECTION 7.
PRE-TERMINATION EVENTS

7.1 Force Majeure

In case of damage to the Leased Premises by fire, earthquake, war or other

unforeseen or unavoidable causes, the Lessee shall immediately notify the Lessor
of such damage. The Lessor shall be responsible for the repair of the same,
provided that the Lessor ’s responsibility shall be confined only to the restoration
of the Leased Premises, excluding improvements or other properties introduced
therein, to the same condition that they were in immediately preceding the damage.
The Lessor shall commence the repair and restoration works promptly after
receiving the Lessee ’s notice of damage to the Leased Premises, and shall, within
five (5) business days after its receipt of such notice, notify the Lessee in
writing of the date by which the repair and restoration works are expected to be
accomplished.
If the Leased Premises, without regard to improvements introduced therein, can be
repaired within that period mutually agreed by the parties for the undertaking and
completion of the repair works (the “Repair Period”), then this Lease Agreement
shall continue to be effective. However, the Rent due shall be proportionally
reduced according to the remaining useable area of the Leased Premises.

On the other hand, if the Leased Premises, without regard to improvements therein,
cannot be completely repaired within the Repair Period, then this Lease Agreement
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 may be terminated by either party upon five (5)- day written notice to the other
party. In case of such termination, the Security Deposit, less any charges deducted
therefrom in accordance with the Lease Agreement, shall be returned to the Lessee.
Should the Lessor and the Lessee mutually agree to continue with the Lease
Agreement notwithstanding that the damage to the Leased Premises cannot be
completely repaired within the Repair Period, the Rent due shall be proportionally
reduced according to the remaining usable area of the Leased Premises.

In case of early termination, Lessee shall return leased premises together with
leasehold improvements.

7. 2 Pre- termination by the Lesee

Provided that it is not in breach of any of its obligation hereunder, the Lessee may
pre-terminate this Lease Agreement during the term of this Lease and any renewal
thereof by giving at least Three (3) months written notice to the Lessor prior to
intended date of termination provided that the Lessee shall be liable to pay the Lessor
a pretemination penalty equivalent of Three (3) months Office Rent and if
applicable, Parking Rent, to which pretermination penalty the Security Deposit and
Advance Rental shall be applied in payment thereof by the Lessor.

In case of early termination, Lessee shall promptly vacate and deliver possession of
the Leased Premises to the Lessor together with leasehold improvements.

SECTION 8
RETURN OF THE LEASED PREMISES

8.1 Surrender of the Leased Premises

Upon the expiry of the Lease Term or the early termination of this Lease
Agreement, as the case may be, the Lessee shall immediately vacate the Leased
Premises and return the possession thereof to the Lessor devoid of occupants,
furniture, articles or effects of any kind other than alterations or improvements that
have become immobilized and that cannot be removed without causing substantial
damage to such Leased Premises.

8.2 Failure to Surrender the Leased Premises

Should the Lessee fail or refuse to vacate the Leased Premises at the expiry of the
Lease Term or early termination of this Lease Agreement, as the case may be, the
Lessor shall have the right to eject the Lessee therefrom and cause the
discontinuance of the supply of utilities and services to such Leased Premises.
Should the Lessee continue in possession of the Leased Premises beyond the Lease
Term or the effective date of termination of this Lease Agreement, as the case may
be, the Lessee shall pay the Lessor a monthly rent at a hold-over rate equal to
twice the then-current monthly Rent. All the other terms and conditions of this
Lease Agreement shall continue in full force and effect during the hold-over period.
For the avoidance of doubt, any hold-over of the Leased Premises by the Lessee
shall not be interpreted as a permission by the

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 Lessor to the Lessee to continue in possession of such Leased Premises beyond
the Lease Term or the effective date of termination of this Lease Agreement, as the
case may be.

The Lessor shall have the right to exercise all other legal rights and remedies
which may now or hereafter be available to it under any applicable law as a result
of the Lessee ’s failure or refusal to vacate the Leased Premises.

Section 9.
Other Terms

9.1 Venue

Any action under this Lease Agreement shall be filed only in the proper courts of
Pasig City to the exclusion of any other venue.

9.2 Governing Law

This Lease Agreement shall be governed by, and construed in accordance with, the
laws of the Republic of the Philippines.

IN WITNESS WHEREOF, the parties have duly executed this Lease Agreement
on the date and at the place first stated above.

Represented by Authorized Representatives

(LESSOR) (LESSEE)
By:

________________________________
________________________________

________________________________

SIGNED IN THE PRESENCE OF:

____________________________ ___________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

City of ________________________ )S.S.

BEFORE ME, a Notary Public, at the above-stated locality, on this ____ day of
__________________, personally appeared:

CTC/Passport No. Date/Expiry/Place

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 Name Driver's License Issued

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

The said instrument refers to a Lease Agreement involving condominium unit/s in the
___________________ Centre-Manila located at ___________________________,
Manila,, and consists of 8 pages, including this page on which this Acknowledgment is
written, signed by the parties and their witnesses on each and every page, and sealed with
my notarial seal.

Doc. No. _____;

Page No. _____;
Book No._____;
Series of 2019.

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