CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Lease (hereinafter referred to as the
Agreement) is entered into in good faith and trust on the date and
place hereinafter written by and between the following parties:
SOCORRO CASTILLO married to TOMAS DE LA ROSA, represented
by
VICTORINO DE LA ROSA_President of Abeline Realty
Corporation with a address at No. 24-A Mabini Street, Mandaluyong City
herein after referred to as LESSOR;
-andGLOBAL CITY AUTO SALES INC., a corporation duly organized and
existing under Philippine Laws with principal office at Block 15, 32 nd
Street corner Rizal Drive, Bonifacio Global City, Taguig, Metro Manila,
represented herein by its President, WILLY Q. TEE TEN
collectively hereinafter referred to as PARTIES
WHEREAS, the LESSOR are the registered owners of a parcel of land and
improvements therein located at Cayetano Ave., Taguig City, with an area
of Two Thousand Seventy One (2,071) square meters more or less,
covered by Transfer Certificate of Title No, (TCT)-15-C of the registry of
Deeds of Taguig;
WHEREAS, the LESSOR agree to lease- out the Leased Premises with
right of first refusal and option to purchase the aforementioned lot with
improvements and the LESSEE is willing to lease with option to buy the
same.
NOW THEREFORE, for and in consideration of the foregoing premises
and of the compliance by the parties of the terms and conditions herein
provided, the parties agree, as follows:
1. Subject Matter of Lease. The LESSOR hereby
leases, lets and delivers to the LESSEE the total
area of Two Thousand Seventy One (2,071) sq. m.
of the aforesaid property and duly delineated in
the plan attached as Annex B hereinafter
referred to as the Leased Premises.
2. Use Of Leased Premises. The LESSOR consents
to the construction of a warehouse and a car
dealership (showroom) on the Leased Premises
in accordance with the plans, specifications and
schedule agreed upon between the LESSEE and
the LESSOR provided that the LESSEE will be
responsible for the construction of the warehouse
and car dealership/showroom and for securing its
building permit and all other licenses and or
clearances required by law and other government
issuances for its construction.

3. Duration/Term. This Agreement shall be for a

period of twenty (20) years commencing
on________________ until___________(hereinafter the
Lease Term) and
may be renewed upon
written and mutual agreement of the Parties and
under such terms and conditions as may be
acceptable to them.
4. Fit-Out Period: The LESSOR grants the LESSEE
a rent free of charge for period of six (6) months
commencing
on
______________
until________________ for purposes of clean- up and
construction of the Leased Premises.
5. Undertaking and Warranties of the Parties
Each of the Parties represents and warrants to the other that it has full
power, capacity and legal right to execute and perform its obligations
and carry out the purposes under this Agreement, and have obtained all
requisite approvals and consents for the execution and performance of
its obligations hereunder.
a.

As the LESSOR:
1. LESSOR warrants that it will not pre-terminate the Contract
without lawful cause. Further, the parties agree on the
following in the event of sale, transfer, assignment, mortgage
or any encumbrances of the Leased Premises:
a. This Agreement shall be guaranteed and to made part of
such sale or any other transfer of interest of the Leased
Premises and the rights and interest of the LESSEE under this
Agreement shall be respected and observed by such
assignee, transferee or mortgagee for the entire term hereof.
b. The LESSEE shall have the priority right of right of first
refusal for a period of six (6) months from written notice to
exercise its option to purchase and/ or take any transfer or
encumbrances. The LESSEE will be given a prior sixty (60)
calendar day written notice of such event.
2. The LESSOR warrants that it is the true and registered owner
of the property subject of this Agreement with full warranty of
a legal and valid title as provided by law, free from and clear
of all liens, charges and encumbrances.
3. The LESSOR further warrants unto the LESSEE, its successors
and assigns in interest, the free and continuous possession of
the Leased Premises and shall defend its title to and
possession from any third party claimant whomsoever.
4. The LESSOR also warrants the there is no pending or
threatened claims, actions or suits before any judicial, quasijudicial or any governmental body regarding the Leased
Premises.

5. The LESSOR shall cause the re-classification of the Leased

Premises from agricultural lot to commercial lot in its Tax
Declaration within _________________(______) months from
signing of this Agreement.
b. As to the LESSEE:
1. LESSEE shall maintain the Leased Premises in clean and
sanitary condition and shall comply with laws governing
the maintenance and operation thereof as well as
maintaining peace and order within the Leased Premises.
2. LESSEE shall maintain and pay for any and all charges on
its consumption of electricity, water and other utilities, if
any, that will be installed by the LESSEE in the Leased
Premises.
3. LESSEE has inspected the Leased Premises, has
undertaken its due diligence on the Leased Premises and
confirms that there are no illegal settlers and occupants on
the Leased Premises; that there are no claims by third
parties annotated on the titles to the Leased Premises; and
that the Leased Premises are appropriate for the purpose
the LESSEE had intended. Classification on the property
should be Commercial and not Agricultural.
6.

Leased Rental. The monthly lease rental for the Leased

Premises shall be in the amount of Philippine Currency: One
Hundred Forty Thousand Nine Hundred Seventy Pesos
(144,970.00) exclusive of Value Added Tax (VAT) and subject
to the five percent (5%) withholding tax under Revenue
Regulation No.1378, as amended. In the event there shall be a
new tax imposing a higher or a lower rate of withholding tax,
the same shall be applied thereon. The LESSEE shall furnish
the LESSOR the corresponding Withholding Tax Certificate and
the number and date of revenue tax receipts issued therefore
for every payment made within five (5) working days from
date payment.

7.

Advance Rental and Security Deposit. Upon signing of

this Agreement, the LESSEE shall pay the LESSOR the
equivalent of six (6) months advance rental applicable to the
first six (6) months of lease in the amount of Eight Hundred
Sixty Nine Thousand Eight Hundred Twenty Pesos
(869,820.00) exclusive of 12% VAT and subject to
withholding tax, and the equivalent of three months rent
exclusive of VAT as security deposit in the amount of Pesos:
Four Hundred Thirty Four Thousand Nine Hundred Ten
(439,910.00). The deposit shall serve as security for the
faithful compliance by the LESSEE of the terms and conditions
of this Agreement and unless forfeited or applied to any
expenses or damages to the Leased Premises caused by the
LESSEE or its workers, shall be returned by the LESSOR to the
LESSEE without interest and without necessity of notice, after
sixty (60) days from the expiration of the lease or actual turn-

over of the Leased Premises to the LESSOR. On the other

hand, should the LESSEE pre- terminate the contract for
causes not due to the breach or fault of the LESSOR, the
security deposit equivalent to three (3) months rent exclusive
of VAT will be forfeited in favor of the LESSOR. The unapplied
advance rental and unused post-dated checks shall be
returned to LESSEE within 30 calendar days from date of
termination.
The escalation rate will be after every three (3) years at the rate of
5%. In case of any extraordinary increase in the inflation rate, both
parties can convene and agree if the Consumer Price Index (CPI) for
Metro Manila published by the National Economic Development
Authority shall be the government agency to referred to by both
parties as basis for the new escalation rate that will apply after
every three years. Deviation of a maximum plus 2% or maximum
minus 2% from the 5% initial escalation, or whatever rate
percentage may be during the time of negotiations, may be applied,
only if both parties agree. An Addendum to this Agreement will be
executed.
8.

Construction of Facilities. Upon the signing of this

Agreement, payment of the required advance rental and
security deposit and delivery of post-dated checks, the
LESSOR shall deliver possession of the Leased Premises to the
LESSEE to allow the LESSEE to make the necessary
preliminary works for the construction of warehouse and car
dealership showroom.

9. Sub-Lease. The LESSEE shall not sub- lease the Leased

Premises in whole or in part or assign its rights under this
Agreement to any third party not affiliated with the LESSEE
without its prior written consent. For purpose of seeking the
LESSORs approval for a sub- lease, the LESSEE shall submit
to the LESSOR the proposed contract for approval together
with all the evidence and documents showing the Sub-Lessee
is an affiliate of the LESSEE. No right, title or interest thereto
shall be conferred on or be vested upon anyone other than
the LESSEE or its Autohub Group affiliates.
The LESSEE hereby agrees that in the event of abandonment of the
Leased Premises at any time without prior written notice, the
LESSOR or his duly authorized representative, is hereby authorized
as the attorney-in-fact of LESSEE and has the right, without need of
court action, order nor notice, to enter or if necessary, to force
open the Leased Premises in order to take physical possession
thereof without incurring any liability or responsibility whatsoever.
10.
Disturbances/Noises. The LESSEE or persons under
his control, shall at all times observe courtesy to neighbors
and avoid creating any disturbances/ noises at any time. The
LESSEE shall also comply with national and local ordinances
relating to safety, peace and order, environmental concerns
as well as pollution and noise.

11.
Storage of Fire Hazard Articles. The Leased
Premises shall not be used as storage for inflammable goods
and explosive articles except reasonable quantity of fuel and
lubricants necessary for its business. The LESSEE shall always
comply with all applicable fire and safety laws and regulations
enforced by Government agencies.
12.
Fire Extinguishers. The LESSEE shall provide, at its
expense, its own fire extinguishers as required by Government
Authorities and it shall be the obligation of the LESSEE to see
to it that the fire extinguishers shall at all times be functional
and in good operating condition.
13.
Real Estate Taxes. real estate taxes on the land shall
be for the account of the LESSOR, while real estate taxes on
the improvements on the land shall be for the account of the
LESSEE. Expenses of other further improvements to the
Leased Premises shall be for the account of the LESSEE.
Government amendments including annual inspection fee
pertaining to electrical and mechanical expenses shall be for
the account of the LESSEE.
14.
Zoning or Location Clearances and Other Permits
and Licenses. The LESSOR shall comply with the submission
of all requirements to re- classify the Leased Premises from
Agriculture to Commercial/ Industrial use. The LESSOR shall
provide all reasonable assistance and/or documents (if any or
in its possession as owner of the property) that may be
required by the relevant government offices without delay.
However, both parties have also agreed to share in the
facilitation fee, if any, to secure its immediate re-classification
on a 50-50 basis.
Until re-classification, the LESSOR shall not be entitled to any rent
and the LESSEE shall enjoy a rent free lease in the event that the
LESSOR was not able to comply with its obligation to re-classify the
Leased Premises within the period stated in paragraph 5 hereof.
15.
Termination of Lease. In the event of a violation or
non-compliance by the LESSEE of any stipulations herein
contained or failure of LESSEE to pay for the rental over due,
the LESSOR shall have the right to cancel and terminate this
Agreement provided that the LESSEE failed to cure the breach
within 30 days from LESSEEs receipt of LESSORs notice of
such breach.
The LESSEE shall have the right to cancel and terminate this lease
in the event of LESSORs breach of any of its obligations or
warranties under this Agreement and such breach is not remedied
within 30 days from notice thereof.
16.
Right of Entry. the LESSOR, through its authorized
representative, shall have the right to inspect the Leased
Premises from time at any reasonable time of the day,
provided an advance written notice is given to the LESSEE of
such inspection.

17.
Return of the Leased Premises. Within ONE
HUNDRED TWENTY (120) DAYS prior to the termination or
expiration of this Agreement, with prior notice to the LESSE,
the LESSOR (s) may affix a fore rent sign to prospective
tenants during reasonable hours. Upon termination of this
Contract of Lease, the LESSEE shall peacefully vacate the
Leased Premises and surrender the possession thereof to the
LESSOR (s) in good condition, as reasonable ea and tear may
permit, and without and delay whatsoever, devoid of all
occupants.
Should the LESSEE refuse to vacate the Leased Premises upon
termination or expiration of this Contract of Lease, the LESSOR (s)
shall have the right to lawfully enter the Leased Premises,
repossess the same and remove all effects thereon (forcibly if
necessary) and expel the LESSEE and all those claiming rights,
without need judicial declaration and without being deemed guilty
of any of trespass and without being liable for damages
whatsoever, or to enter and all personal property found therein, to
be held and possessed by the LESSOR (s) as a security for unpaid
rentals, interest, damages due from the LESSEE, or to file a suit to
eject the LESSEE from the Leased Premises and recover all
amounts due as rentals with interest, together with Attorneys
Fees.
18.

Miscellaneous Provisions

a. Force Majeure. Any delay in the performance of any of the

duties or obligations of either hereto shall not be construed as a
breach of this Agreement provided that such delay has been
caused by or is the result of any acts of God, acts of the public
enemy, insurrections, riots, embargoes, labor disputes, including
strikes, lockouts, job actions, or boycotts, fires, explosions,
floods, shortages of material or energy or other unforeseeable
causes beyond the control and without the fault or negligence of
the party so affected; provided, however, that prompt notice to
the other party has been duly given and that necessary and
reasonable efforts have been exercised to remedy the delay.
b. Modification, Waiver and Severability. This Agreement
contains the entire agreement and represents the full
understanding between the parties hereto and is intended as a
complete and exclusive statement of the terms hereof and all
prior and contemporaneous agreements, representations,
negotiations and understanding of the parties, whether oral or
written, are hereby superseded and merged herein. No addition
to, modification of, or waiver of any term or provision of this
Agreement shall be effective unless set forth in writing and
signed by all the parties hereto. In the event that any of the
provisions of this Agreement shall be void or unenforceable by
reason of any provision of applicable law it shall be deleted and
the remaining provisions hereof shall continue in full force and
effect.

c. Non- Circumvention and Non-Disclosure. Both Parties

including its duly authorized representatives, agent and/or
employees shall take all reasonable measures and effort to
maintain complete confidentiality and secrecy of all information
in its possession or control regarding the each partys business
and/or their affiliates and shall not disclose to any third party or
use any confidential information disclosed to it by the other
party except when expressly permitted in writing by other party
who made the source available. Both parties shall not in any
way circumvent or attempt to circumvent this Agreement
through the use of dummies or other entities. Both Parties shall
be entitled to a legal monetary compensation, as indemnity of
any actual, potential losses or damages that it may suffer, equal
to the maximum service or realizable income or profit from such
business transaction or proprietary opportunity plus any and all
expenses, including and all legal fees and cost incurred.
Considering the confidential nature of this agreement, both
parties acknowledges that the use of disclosure of the
confidential and proprietary information in a manner
inconsistent with or breaches any provisions of this Agreement
will cause irreparable damage to the other party, henceforth,
the disclosing party shall have the right to equitable and
injunctive relief to prevent the unauthorized use or disclosure, in
addition to any other remedies at law or equity, including
monetary damages as are occasioned by such unauthorized use
or disclosure.
d. Notifications. Both parties hereby agree, for all purposes
hereunder, that all notice, requests, directions and other,
communications contemplated, required permitted by this
Agreement shall be in writing and shall be sufficiently delivered,
given, made or transmitted and if delivered by hand, emailed or
sent by facsimile shall be addressed to the other partys
registered principal office address or email address thereof.
e. Dispute Resolution. If there should be a dispute concerning
the interpretation or application of any of the provisions of this
Agreement, both parties agree to exert effort to settle it in good
faith and amicable manner. All actions arising from this
Agreement shall ne in the proper courts of Taguig City only and
to the exclusion of other courts.
IN WITNESS WHEREOF, the parties hereto acknowledge that they
carefully read and fully understand the terms and conditions contained
in this Agreement and by their signatures, hereby unconditionally
agree as of the date noted herein.

SOCORRO CASTILLO and TOMAS DE LA ROSA

AUTO SALES
Lessor
Lessee
______________________________________________
___________________________________________

GLOBAL CITY

Represented By: VICTORINO DELA ROSA

Q. TEE TEN
President
President
(LESSOR)
SIGNED IN THE PRESENCE OF:
__________________________________
___________________________________

Represented By: WILLY

(LESSEE)