CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Lease, executed and entered into by and between –

MGM BUILDING with principal office at North Highway, Consolacion Cebu,

MARTIN G. MALAGAR

represented by Martin G. Malagar, Filipino, of legal age, married, now and hereinafter
referred to as the “Lessor”;

-and-

INFORMATICS HOLDING PHILIPPINES, INC., represented by Leonardo A.

Riingen with principal office at 185 E. Rodriguez Jr, Avenue (C5 Road), Acropolis,
Barangay Bagumbayan, Quezon City, Philippines, hereinafter referred to as the
“Lessee”;

WITNESSETH, THAT:

WHEREAS, the Lessor is the owner of a Building known as the MGM Building
LEONARD A. RIINGEN

located at North Road, Consolacion, Cebu;

WHEREAS, the Lessee desires to lease from the Lessor, and the Lessor agrees
to lease unto the Lessee, a unit at the Ground Floor of the MGM Building referred to as
the “Leased Premises”’

NOW THEREFORE, for and in consideration of the foregoing premises and the
mutual covenants hereinafter set forth, the Lessor hereby leases, lets and delivers by
way of lease, and the Lessee hereby accepts under the concept of lease, the Leased
Premises under the following terms and conditions:

I. AREA: The Leased Premises refers to Room Numbers 301, 302, 303, 304, 305 and
Balcony located at the third floor containing an area of approximately TWO
HUNDERED THIRTY THREE SQUARE METERS (233 SQ. M.), more or less, and
hereinafter referred to as the “Leased Premises”.

II. TERM: This Contract of Lease shall be for a term of two (2) years, effective 1 June
WITNESSES:

2018 to 1 March 2020 unless sooner terminated subject to the conditions herein
provided; this Contract of Lease shall not be deemed extended beyond that period of
time for any cause or reason.

III. RATE AND ESCALATION: Upon the signing of this Contract and for the first year of
lease, the rate shall be TWO HUNDRED AND FIFTY PESOS PER SQUARE
METER (Php 250.00/sq. m.) exclusive of CUSA1 fees and subject to escalation as
hereunder defined and stipulated. CUSA for the first 2 years will be waived. The
agreed Monthly rental rate exclusive of taxes and fees is as follows –

Table 1: Monthly Rental Rate computation

Area 233 square meters

Rate per sq. m. Php 250
(exclusive of
CUSA and Taxes)
Monthly Rental Php 58,250.00
Rate (exclusive of V-AT and withholding)

– in Philippine Currency.

1Common Use Service Areas: hallways, hallway comfort rooms, stairs, fire exits, etc.,
see paragraph IV

1
 The Total monthly due, exclusive of CUSA fees and taxes, is detailed as follows:

Table 2: Total Monthly Due Inclusive of CUSA and Taxes computation

TOTAL MONTHLY DUE INCLUSIVE OF CUSA AND TAXES

MARTIN G. MALAGAR

Monthly Rental: (233 sq. m. x Php 250/sq. m.) Php 58,250.00

Add: CUSA (107 sq. m. x Php 0/sq. m.) Php 0.00

Gross Rental Php 58,250.00

Add: 12 % VAT Php 6,990.00

Subtotal: Php 65,240.00
(Less: 5% Expanded Withholding Tax) (Php 2,912.50)

TOTAL MONTHLY PAYABLE PHP 62,327.50

Upon the commencement of this Contract of Lease, Lessee shall issue and deliver to
Lessor twelve (12) post-dated checks for Php 62,327.50 each dated one month
LEONARD A. RIINGEN

apart with each check to mature on the 5th of every month. Delivery of checks
produce the effect of payment only when they have been en-cashed. The failure of
the Lessor to fulfill any of its obligations shall not relieve the Lessee of any obligation
or be a basis for an abatement of rent.

A. ESCALATION: There shall be an annual upward adjustment of 5% of the

Monthly Rate after two (2) years from the commencement of this Contract
of Lease as follows, and an annual upward adjustment of 7% of the then
prevailing Monthly Rate starting on the fifth (5th) year, as follows –

Lease period Monthly Rate Remarks

1 June 2018 to 1 June 2019 Php 250sq. m. First Year
1 June 2019 to 1 June 2020 Php 250sq. m. No Escalation
1 June 2020 to 1 June 2021 Php 262.50/sq. m. 5% increase
1 June 2021 to 1 June 2022 Php 262.50/sq. m. 5% increase
1 June 2022 to 1 June 2023 Php 267.50/sq. m. 7% increase
WITNESSES:

The absence of an addendum agreement or instrument shall not operate

to divest the lessor of the right to enforce the above-defined escalation
rate.

IV. COMMON USE SERVICE AREA FEES: The Lessee shall have access and right to
use Common Use Areas for the use they were intended. These include hallways,
hallway comfort rooms, stairs, fire exits, etc. For this, the Lessee shall pay, together
with the monthly rent and subject to the same conditions, the Lessee’s share of the
monthly expenses directly attributable to its use and operation of the premises, its
maintenance and operating costs in a reasonable amount solely determined by the
Lessor.

These shall cover among others, but shall not be limited to, reasonable
administrative and overhead expenses, janitorial, sanitation, garbage fees, security
services and the cost of repair and maintenance of equipment and facilities, lighting
of the common areas and development cost.

Common Area Expenses shall be pegged at a flat rate of Zero Pesos (Php 0.00)
per square meter based on the area occupied by the Lessee. Cusa fee’s will be
waived for the first Two Years. Lessor shall have the option to adjust the Common
Area Expenses by giving thirty (30) days notice to the Lessee.

2
 V. SECURITY DEPOSIT: Upon the commencement of this Contract of Lease, the
Lessee shall tender to the Lessor a sum equivalent to one (1) month’s rent or Sixty
Two Thousand Three Hundred Twenty Seven Pesos and Fifty Centavos (Php
62,327.50) to serve as Security Deposit which will answer for the following:

a. Damages incurred by the Leased Premises intended by, or due to the

fault or negligence of the Lessee, its agents, employees, guests or any
MARTIN G. MALAGAR

person under his care or acting under his command, even if the damage
be caused when such agent, employee, guest or person under his care
and/or command has exceeded his powers or duties; and

b. Other material breach of conditions in this Contract of Lease.

The Security Deposit shall be kept throughout the period of this Contract of Lease
and shall not be applied by the Lessee to any unpaid rental. The option to so apply
the Security Deposit to unpaid rentals belongs exclusively to the Lessor and only at
the expiration of the period of this Contract of Lease as stipulated herein.

Should the Lessee terminate the Contract of Lease before the stipulated expiration
herein, for whatever cause or reason, then said deposit shall automatically be
LEONARD A. RIINGEN

forfeited by the Lessee in favor of the Lessor.

Should the Lessor terminate the Contract of Lease before its stipulated expiration
due to Lessee’s violations of the provisions of this Contract, then said deposit shall
automatically be forfeited by the Lessee in favor of the Lessor.

The whole or any part of said deposit, subject to the foregoing liabilities and
conditions, as the case may be, is refundable without any interest to the Lessee thirty
(30) days after the expiration of this Contract of Lease.

Should the parties agree to renew the Contract of Lease following its expiration, the
Security Deposit may be retained subject to such additional amount as may be
stipulated in the renewal Contract of Lease and with due regard to the escalation of
rental rate.

VI. BUILDING DIRECTORY OF TENANTS SIGNAGE: Subject to availability, the

Lessee may avail itself of one unit or space in the Building Directory of Tenants. The
WITNESSES:

Building Directory of Tenants is located within the building premises abutting the
road and shall be a place for building tenants and/or lessees to display signage,
mini-billboards or tarpaulins of the tenants’ business name and/or logo.

The signage to be displayed in the Building Directory must comply with pertinent
laws and local ordinances on size, shape and lighting. No pornographic, lewd, violent
or any display of similar nature may be placed by the Lessee on the Building
Directory of Tenants. The Lessor reserves the right to take off any display that
violates or runs counter to the provisions of this Contract of Lease, of pertinent laws
and/or local ordinances, serving upon the Lessee a notice five(5) days prior.

For a unit or space in the Building Directory of Tenants, the Lessee shall pay to the
Lessor a monthly fee of Ten Thousand Pesos (Php 10,000.00) monthly net
exclusive of VAT and Witholding for the Billboard C.

VII. UTILITIES: The Lessee shall pay promptly, as they become due, its telephone
service, water, electricity and other public services or utilities. The installation of such
utilities in the Leased Premises shall be for the account and expense of the Lessee.

At Lessee’s own expense, convenience outlets and electric connections may be

installed by the Lessee with the prior written approval by the Lessor and after
complying with the rules and regulations of governmental authorities in the matter. All
physical connections for utility services shall be inspected and approved for safety by
the administrator of MGM Building.

3
 The temporary interruption of water or any utility shall not be deemed as an eviction
of the Lessee and shall not relieve the Lessee of any obligation or be a basis for an
abatement of rent and the Lessor shall not be liable for the interruption of a water
incident into making repairs, alterations or improvements or for cause beyond its
control, or due to accident or strikes.
MARTIN G. MALAGAR

Should the Lessee refuse to promptly pay the aforementioned charges, the Lessor
may advance payment therefor subject to reimbursement by the Lessee. Delayed
reimbursement will cost the Lessee penalty or late charges as defined in the
succeeding paragraph.

VIII. PENALTY OR LATE CHARGES: Without prejudice to the exercise by the Lessor of
its other rights established in this Contract of Lease, the Lessee shall pay the Lessor
an interest at the rate of Five Percent (5%) per month on any monthly rental,
electrical consumption (where applicable), Building Directory of Tenants fee, and any
monetary obligation not paid within the payment period herein specified.

This interest charge shall likewise be applied to any charges billed to the Lessee
arising under this Contract of Lease that is not paid within the payment period as
LEONARD A. RIINGEN

stipulated herein. The computation of the interest shall commence on the day
following expiration of the payment period herein established, and shall be
compounded monthly until the delinquencies are settled. In the event that the
delinquency is settled prior to the expiration of a full month, the interest charge shall
be computed on the basis of the fractional part of the month that has already expired
or lapsed.

The foregoing penalty or late charges do not operate to divest the Lessor the right to
bring the appropriate civil, criminal or administrative action against the Lessee, his
assigns and/or successors-in-interest, before the proper courts of justice should the
circumstances warrant.

IX. NON-PAYMENT: Should the Lessee refuse or fail to pay the rent & power
consumption (where applicable) for two (2) consecutive months, the Lessor, at its
option, may terminate this Contract of Lease, discontinue the supply & distribution of
power to Lessee’s unit and charge all incidental expenses, including legal & other
related fees incurred by the Lessor for ejection of the Lessee for the latter’s account.
WITNESSES:

Lessee hereby waives any immunity from ejectment, discontinuation of utilities

and/or termination of Contract of Lease afforded to it by law by virtue either of the
nature of its business or existence.

Furthermore, unpaid rents, electric power consumption, and other monetary

obligations payable by the Lessee to the Lessor under this Contract of Lease shall
constitute a preferred lien on all personal properties of the Lessee found or located in
the leased premises. For this purpose, the Lessor is hereby authorized to prevent the
removal of the said properties from the Leased Premises or demand their return from
any possessor thereof.

In cases wherein the Lessee cannot pay the rent, electric power consumption, and
other liabilities, the Lessee may opt to settle any unpaid rent and obligations through
dacion en pago subject to the approval of the Lessor, provided, that the right to
appraise any property of the Lessee shall exclusively belong to the Lessor.

Thus, in the event of non-payment by the Lessee as herein defined, the Lessee
hereby allows Lessor, without being liable for any prosecution, with full power and
authority to open, enter, occupy, padlock, secure, enclose, fence, and/or discontinue
public utilities and otherwise take full and complete physical possession and control
of the Leased Premises without resorting to court action; and that Lessee hereby
allows and fully authorizes the Lessor to transfer, appropriate, convey unto the
Lessor the full ownership, absolutely and unconditionally of all the things, objects,
documents, equipment, furniture, merchandise, appliances, etc., left inside the

4
 Leased Premises giving the Lessor the right to appropriate unto himself full
ownership and authority to dispose in any manner which the Lessor might deem
appropriate.

For this purpose, the Lessee hereby excuses, abandons and otherwise frees the
Lessor from any liability, criminal, civil or administrative should the latter enforce the
authority to open, enter, occupy, padlock, secure, enclose, fence, and/or discontinue
MARTIN G. MALAGAR

public utilities and ultimately take full and complete possession and control of the
leased premises. Finally, the Lessee likewise abandons, waives and vacates any
rights it may have under the law against the above-mentioned authority and/or
powers of the Lessor.

A. ACCELERATION CLAUSE: In the event of non-payment of rent for two

(2) consecutive months, payment for the unexpired period, including all
penalties and charges, shall immediately be due and demandable,
without prejudice to such rights against the Security Deposit as herein
established.

X. USE & CARE OF PREMISES BY THE LESSEE; MAINTENANCE AND REPAIR:

The Lessee has examined and agreed to accept the Leased Premises in its existing
LEONARD A. RIINGEN

condition and state of repair and understands that no work is to be performed by the
Lessor in connection therewith.

A. PURPOSE
Said Leased Premises shall be exclusively utilized and occupied by the Lessee as a
SCHOOL OR ACADEMIC INSTITUTION under the name of INFORMATICS and it
hereby warrants that it possesses all necessary permits or licenses to operate the
same pursuant to existing laws, rules and regulations, as well as local ordinances of
the City of Consolacion.

The Lessee shall not use the Leased Premises for any other purpose, or for dwelling
and/or sleeping purposes. The Lessee shall not cook, and bring in or consume
intoxicating beverages, illegal drugs and similar contrabands. The Leased Premises
shall be used exclusively by the Lessee.

If, at any time during the existence of this Contract of Lease, and without the
previous consent of the Lessor the said premises are used for other purposes, the
WITNESSES:

Lessor has the option and power to rescind this contract, increase the rent, or
compel the Lessee to stop the new activities, with penalty in any of the instances
mentioned.

B. MAINTENANCE AND REPAIRS

The Lessee shall be responsible for ordinary maintenance and/or minor repairs of
the Leased Premises and the utilities connected therewith, taking into account,
ordinary wear and tear.

During the term of this Contract of Lease, the maintenance, services and/or
replacement of electrical lights & bulbs, equipment and fixtures, which the Lessor
originally furnished to the Lessee shall be for the Lessee’s account. Upon termination
of this Contract of Lease, these electrical appliances & wirings, equipment and
fixtures shall be turned over to the Lessor in good condition, ordinary wear & tear
excepted.

The Lessee shall allow the Lessor to make repairs in the Leased Premises or those
necessary for its preservation, conservation or decoration, and shall not claim any
loss or damage on account of necessary work which in any way interrupt its use of
the Leased Premises.

Expenses for minor repairs of damages not caused by the Lessee, its employees,
representatives, agents, clients and/or visitors shall be for the account of the Lessee.

5
 Should any person’s life and/or limb be endangered unless urgent and necessary
repairs are made on the building, the Lessee shall allow the Lessor to make said
urgent and necessary repairs, even if it may disturb Lessee or deprive the same of
the use of the Leased Premises or part thereof, provided that, such deprivation shall
not last more than three (3) calendar days. Moreover, all efforts, including scheduling
of repairs, shall be carried out to avoid depriving the Lessee the use of the Leased
Premises or part thereof. Both parties shall endeavor to provide the Lessee sufficient
MARTIN G. MALAGAR

opportunities to either transfer or relocate to another space in the building, or

otherwise re-arrange furniture and facilities to minimize any disturbance or
deprivation.

Should the repair works result in total deprivation of the Leased Premise for more
than three (3) working days, the corresponding, i.e., proportional, deduction in Rental
fees shall be applied.

In addition thereto, should the repair result in a deprivation on the part of the Lessee,
the use of the Leased Premises or any part thereof more than three (3) calendar
days, it shall be incumbent upon the Lessor to provide the Lessee with adequate
temporary relocation area.
LEONARD A. RIINGEN

Expenses for major repairs of damages caused by force majeur shall be shouldered
by both the Lessor and Lessee who will contribute equally. For this purpose, major
repairs shall refer to those damages which will require expenses exceeding Php 200
000.00. This may be adjusted upward from time to time.

C. SANITATION
The Lessee shall, at its expense, maintain the Leased Premises in clean and
sanitary conditions, free from noxious odors, disturbing noises or nuisance, and upon
the expiration of the Contract of Lease, shall surrender and return the premises and
fixtures in as good a condition as they were actually found at the beginning of the
lease, ordinary wear and tear excepted. The Lessee shall provide or hire the
necessary manpower and equipment for this purpose.

The Lessee shall provide itself, at its own cost and expense, with receptacles which
local ordinances require, to hold and contain waste matter, garbage, and shall
deposit them within its own premises or at such places as may be designated in
writing by the Lessor.
WITNESSES:

D. HAZARD
The Lessee shall not bring into or store in the Leased Premises anything of a highly
inflammable nature or explosive material nor install therein any apparatus, machinery
or equipment which may cause obnoxious tremors or noise, or expose the premises
to fire or increase the fire hazard of the building or change the insurance rate of the
building, or any other articles which the Lessor may reasonably prohibit; it being
understood that should the Lessee do so, not only shall the latter be responsible for
all damages which such violation may cause the Lessor and/or its other tenants but
the Lessor shall, in addition thereto have the right to cancel this Contract of Lease. If
the Lessee shall so use the Leased Premises or deposits therein any such matter as
to result in any increase in the rate of the insurance payable by the Lessor, the
increase shall be for the account of the Lessee, without prejudice to the remedy the
Lessor may have under this clause.

XI. SIGNS, ADVERTISEMENTS, ETC.: Other than those expressly allowed in

paragraph VI, the Lessee shall not affix, inscribe or print any notice, sign or other
advertising medium on any part of the building (inside and outside) unless expressly
allowed in writing by the Lessor and only of such size, color and style as may be
allowed by the Lessor.

Should, however, the Lessor and the Lessee agree to affix or hang any sign,
advertisement, billboard or poster on the building, its façade or around the premises,
the same shall be covered by a separate contract executed for such purpose.

6
 The Lessee shall not drive nails, screws, etc., nor bore holes on the concrete and
metal parts of the Leased Premises without prior written consent of the Lessor. Upon
the expiration of this Contract of Lease and after the Lessee shall have left the
Leased Premises permanently, the nails, screws, etc., shall be removed, the holes
bored shall be patched/welded, and all defaced walls, flooring and surfaces shall be
restored closely to the original state as possible.
MARTIN G. MALAGAR

XII. ALTERATIONS, ADDITIONS, REMOVALS, IMPROVEMENTS, ETC.: The Lessee

shall not make any alterations, additions or removals in, and/or improvements upon
the Leased Premises without the written consent of the Lessor. In case such
alterations or removals in, and/or improvements are made, it is understood that the
permanent improvements such as electrical lights, switches & wirings, panel board,
copper tubing from the air-condition unit, roll-up doors, shall become the property of
the Lessor and shall remain, and be surrendered with the premises as part thereof at
the termination of the Contract of Lease without any obligation on the part of the
Lessor to reimburse the cost thereof; provided, that any additional cost which may be
incurred in effecting such alterations in, additions to, removal from, or improvements
upon, the Leased Premises, as well as the cost of restoring the same to its original
feature and design at the termination of the Contract of Lease, shall be for the
LEONARD A. RIINGEN

account of the Lessee.

The Lessor reserves the right to refuse to allow any alterations, additions or
removals and/or improvements requested by the Lessee, if in the Lessor’s opinion,
there is just cause to warrant such refusal.

The Lessor also reserves the rights to make renovations including any alterations,
additions or removals of any part of the building and the Leased Premises. The
Lessee hereby thus allows the Lessor to let into the building and/or premises, any
carpenter, repairmen or engineer to carry out the alterations, additions or removals of
any part of the building and the Leased Premises.

XIII. GOVERNMENT REGULATIONS: The Lessee shall guarantee the faithful

compliance with all government regulations regarding the payment of all taxes,
including the Value-Added Tax.

The Documentary Stamp Tax, which shall be affixed on this instrument pursuant to
WITNESSES:

Section 194 of Republic Act No. 8424, as amended, otherwise known as the National
Intern Revenue Code of 1997, shall be for the Lessee’s account.

The Lessee undertakes to regularly submit to the Lessor the Bureau of Internal
Revenue (BIR) Certificate of Withholding Tax pertinent to rentals paid to the Lessor
for the quarter (duly-certified by the Lessee’s Accountant) within the twenty (20) days
after the end of each quarter. Failure to submit said Certification shall be construed
as a material breach of this lease and a ground for termination of this Contract of
Lease.

XIV. HEALTH AND SAFETY RULES AND REGULATIONS: The Lessee shall comply
with any and all reasonable rules and safety regulations which may be promulgated
from time to time by the Lessor or the Administrator of the Building and with all the
rules, regulations, ordinances and laws made by the health or other duly constituted
local or national authorities arising from or regarding the use, occupancy and
sanitation of the Leased Premises.

The Lessee shall indemnify and hold harmless the Lessor against all actions, suits,
damages and claim by whomsoever they may be brought or made by reason of the
non-observance or non-performance of the said rules, regulations, ordinances, or
laws or of any of the covenants of this section, without prejudice to the right of the
Lessor to cancel this Contract of Lease in accordance with the penal provision as
hereinafter stipulated.

7
 XV. INSPECTION OF THE PREMISES: The Lessor or its authorized agent shall have
the right to enter the Leased Premises at any time to examine the same or make
alterations or repairs, or for any purpose which it may deem necessary for the
operations and maintenance of the building or its installations and to exhibit the
Leased Premises to prospective tenants.

XVI. PROHIBITION AGAINST SUBLEASE/NON-ASSIGNMENT OF RIGHTS: The

MARTIN G. MALAGAR

Lessee shall not directly or indirectly sublease, sell, assign, transfer, convey,
mortgage or in any manner dispose or encumber his right under this Contract of
Lease, in whole or in part, and no right or interest thereto shall be conferred or
vested on anyone other than the Lessee personally; and the Lessee shall not enter
directly or indirectly into any contract with any third party in joint venture, partnership
or corporation of any kind whatsoever whereby said party will be allowed to occupy
and transact business in the Leased Premises under any guise whatsoever. Any
breach of this condition shall be a ground for the termination of this Contract of
Lease.

XVII. DISTURBANCE OF POSSESSIONS: Disturbance or discontinuation of the

possession of the Leased Premises by the Lessee through any cause beyond the
control of the Lessor shall confer no right of any kind to the Lessee as against the
LEONARD A. RIINGEN

Lessor.

XVIII. NEGLIGENCE, INJURY OR DAMAGE TO THIRD PERSONS: The Lessee shall

hold free from any fault the Lessor against any and all claims, actions, suits, or
demands instituted by any person whomsoever who suffered injuries or damages as
consequence of the fault or negligence of the Lessee or her employees, guests or
customers in or around the Leased Premises. The Lessee likewise holds free from
fault the Lessor for any injury or damage incurred by any person due to the operation
or use of its properties, equipment, devices, or articles inside said Leased Premises
including ornaments or accessories attached to the Leased Premises either by the
Lessee or the Lessor.

Should any court of justice, arbitral body, tribunal, quasi-judicial body, administrative
body or government agency, and the likes, so hold the Lessor liable for any of the
foregoing acts, the same shall be refunded by the Lessee. In addition to the amount
paid by the Lessor as ordered by the court of justice, arbitral body, tribunal, quasi-
judicial body, administrative body or government agency, and the likes, the Lessee
WITNESSES:

shall likewise refund the Lessor with any and all expenses and costs pertaining to
and in relation to the proceedings before the above-mentioned courts/tribunals,
including, but not limited, to attorney’s fees, costs of litigation, sundry expenses, etc.

The Lessor shall neither be liable, nor responsible for:

a) the presence of bugs, vermin, ants, termites, and other insects, if any, in the
Leased Premises;
b) the failure of water supply and/or electric current;
c) any article delivered or left to any of the Lessor’s employees;
d) any injury, loss or damage, theft robbery in which the Lessee, his agents or
employees might sustain in the premises due to any cause whatsoever;
e) water or rain which may come into or flow from any part of the Leased Premises;
f) any damage done or occasioned by, or arising from plumbing, gas, water and/or
other pipes, or the bursting, leaking or destruction of any cistern, tank, water
closet or waste pipe, in, above, upon or about the Leased Premises, nor for any
damage arising from acts or negligence of the Lessee or its agents, employees,
representatives or any and all other persons; or
g) fire or fortuitous events, theft, robbery or other crimes and misdemeanors.

XIX. LOCK-OUT: In any event that the Lessee should fail to pay any or all accounts
related to the lease of the premises for the period of two (2) consecutive months, the
Lessor shall the right, power, and authority to lock-out the Lessee from the Leased
Premises and prevent the Lessee from entering the Leased Premises, except to
settle all accounts or obligations in favor of the Lessor. Provided further, that the

8
 Lessee shall not remove any piece of furniture, fixture, equipment or materials from
the Leased Premises until full settlement of such obligations.

XX. ABANDONMENT OF LEASED PREMISES: In the event that the Lessee abandons,
as herein defined, the Leased Premises with or without notice to the Lessor, whether
or not rentals have been fully paid, the Lessor has the right to terminate the Contract
of Lease after the lapse of fifteen (15) days from said abandonment. Such
MARTIN G. MALAGAR

abandonment entitles the Lessor to demand payment of all unpaid rentals.

There is abandonment where there is cessation of business activity in the Leased

Premises, and no known representative of the Lessee may be contacted by the
Lessor as regards said abandonment. There is likewise abandonment when the
Lessee keeps its establishment within the Leased Premises closed for a continuous
period of thirty (30) days, regular, special non-working, and other holidays included.

In such cases of abandonment, Lessee hereby allows Lessor full power and
authority to open, enter, occupy, padlock, secure, enclose, fence and/or discontinue
public utilities and otherwise take full and complete physical possession and control
of the Leased Premises without resorting to court action; and Lessee hereby allows
and fully authorizes the lessor to transfer, appropriate, convey unto the Lessor the
LEONARD A. RIINGEN

full ownership, absolutely and unconditionally all the things, objects, documents,
equipment, furniture, merchandise, appliances, etc., left inside the Leased Premises
giving the Lessor the right to appropriate unto himself full ownership and authority to
dispose in any manner which the lessor might deem appropriate.

A. ACCELERATION CLAUSE: In addition to the unpaid rentals, and in the

event of abandonment as herein defined, payment for the unexpired
period, including all penalties and charges, shall immediately be due and
demandable without prejudice to the right of the Lessor against the
Security Deposit.

XXI. TERMINATION OF THE LEASE: The Lessee agrees to return and surrender the
Leased Premises at the expiration of the term of this Contract of Lease in as good a
condition as reasonable wear and tear will permit, and without delays whatsoever,
devoid of all occupants, furniture, articles and effects of any kind other than such
alterations, additions or improvements which the Lessor may elect to take, subject to
pertinent conditions as herein set forth. The turnover shall be made peacefully.
WITNESSES:

In the event that the Lessee terminates this Contract of Lease prior to its expiration,
Lessee hereby binds himself to pay for the unexpired portion of the Contract of
Lease based on provisions in Paragraph No. III.

XXII. RENEWAL: Should the Lessee wish to renew this Contract of Lease upon its
expiration, the Lessee shall so notify the Lessor of such desire sixty (60) days before
the expiration of this Contract of Lease. Any renewal agreed and executed by the
parties shall be covered by a new Contract of Lease and shall take into consideration,
among others, an escalation of the rental rate not lower than an increase of five
percent (5%) of the prevailing rental rate.

XXIII. CONTINUED POSSESSION AFTER CONTRACT EXPIRATION: Should there be

no communication from the Lessee pertaining its desire to renew the Contract of
Lease but nonetheless continues to occupy the Leased Premises beyond the period
as herein stipulated, the following conditions shall apply:

a. There shall be deemed a Continuation Lease for a period of one (1)

month, renewable every fifth (5th) of the month, until such time as a fresh
Contract of Lease shall have been agreed and executed by the parties;

b. During the Continuation Lease, all conditions of the original contract shall
be binding and the Lessor may give a written notice or statement of rental
increase. Should the Lessee object to the increased rental rate, it is

9
 incumbent upon it to inform the Lessor in writing of its objections.
Otherwise, failure to do so shall be construed as acceptance by the
Lessee of the increased rates.

c. The Security Deposit originally tendered shall cover the period of the
continuation lease until a fresh Contract of Lease shall have been
formally entered into by the parties. The Security Deposit will be charged
MARTIN G. MALAGAR

against the same conditions during such period. In addition thereto, the
Security Deposit shall also be conditioned to answer for breach of
contract as defined in paragraph (d) hereof.

d. The Lessor may require the Lessee to enter into a fresh Contract of
Lease with such terms and conditions it may deem fit by tendering to the
Lessee for signing, copies of the contracts. Failure to return signed copies
of the new set of Contracts of Lease within one (1) month from receipt
shall be considered a material breach of contract and may be a ground
for the forfeiture of the Security Deposit.

e. In the event that a new Contract of Lease shall have been agreed and
executed by the Lessor and the Lessee, the parties may choose to retain
LEONARD A. RIINGEN

whatever is left of the previously tendered Security Deposit after all its
charges shall have been satisfied, subject to such increase as may be
required in view of the escalation of monthly rental fee.

XXIV. NON-WAIVER: The failure of the Lessor to insist upon a strict performance of any of
the terms, conditions and covenants hereof shall not be deemed a relinquishment or
waiver of any rights or remedy that said Lessor may have, nor shall it be construed
as a waiver of any subsequent breach or default of the terms, conditions, or
covenants hereof, which terms, conditions and covenants shall continue to be in full
force and effect. No waiver by the Lessor of any of its rights under this Contract of
Lease shall be deemed to have been made unless expressed in writing and signed
by the Lessor.

XXV. DEFAULT OR BREACH: The Lessee agrees that all the covenants and agreements
herein contained shall be deemed conditions as well as covenants and that if default
or breach be made of any such covenants and conditions, then this Contract of
Lease, at the discretion of the Lessor, may be terminated and cancelled forthwith
WITNESSES:

and the Lessee shall be liable for any and all damages, actual and consequential,
resulting from such default and termination.

In the event that the Lessor intends to exercise the option to terminate this Contract
of Lease by virtue of the Default or Breach of the Lessee, the Lessor may declare
this contract terminated without need of judicial action and require the Lessee to
immediately vacate the Leased Premises and settle all unpaid obligations.
Termination of this contract shall automatically take effect upon receipt of the notice
of termination. Upon such termination, the Lessor shall automatically take
possession and control the Leased Premises.

A. ACCELERATION CLAUSE: Without prejudice to other remedies as

herein defined, and in the event of termination by virtue of Lessee’s
default or breach, as herein defined, payment for the unexpired period,
including all penalties and charges, shall immediately be due and
demandable without prejudice to the right of the Lessor against the
Security Deposit.

XXVI. JUDICIAL RELIEF: Should the Lessor be compelled to seek judicial relief against
the Lessee, the latter shall, in addition to the damages mentioned in this Contract,
pay an amount equivalent to 20 % of the amount claimed in the complaint as
attorney’s fees or Ten Thousand Pesos (Php 10 000.00) whichever is higher, aside
from the costs of the litigation and other expenses which the court may entitle the
Lessor to recover from the Lessee. The venue of any action arising from this

10
 Contract of Lease shall be instituted in the proper courts of Cebu City only, to the
exclusion of all other courts.

XXVII. INTERPRETATION OF CONTRACT: If the terms of this Contract are clear and
leave no doubt the intention of both parties, the literal meaning of its stipulations shall
prevail. In case of dispute and ambiguity in the interpretation of any of the provisions
herein, the interpretation shall be resolved in favor of the Lessor.
MARTIN G. MALAGAR

Unless otherwise agreed, company policies of the Lessor shall be considered first
and favored in case of misunderstanding. Such company policies may be inferred
from the usual practice of the Lessor.

XXVIII. OTHER CONDITIONS AND PROVISIONS: The Lessee hereby agrees that all
provisions contained in this Contract shall be deemed as conditions, as well as
covenants, and that this Contract of Lease shall be automatically terminated and
cancelled without resorting to court action should the Lessee violate any one of said
conditions, including the payment of rent due within the time herein stipulated. In
such cases, Lessee hereby allows Lessor, with full power and authority to open,
enter, occupy, padlock, secure, enclose, fence and/or discontinue public utilities and
otherwise take full and complete physical possession and control of the Leased
LEONARD A. RIINGEN

Premises without resorting to court action; and that Lessee hereby allows and fully
authorizes the Lessor to transfer, appropriate, convey unto the Lessor the right to
appropriate unto himself full ownership, absolutely and unconditionally of all the
things, objects, documents, equipment, furniture, merchandise, appliances, etc.,
except contrabands, objects of crime and things of similar nature, left inside the
Leased Premises giving the Lessor the right to appropriate unto himself full
ownership and authority to dispose in any manner which the Lessor might deem
appropriate.

The Lessee shall likewise comply with any and all reasonable rules and regulations
and safety guidelines which may be promulgated from time to time by the Lessor or
its Administrator. The Lessee shall also comply with all rules and regulations,
ordinances and laws made by health or other duly constituted local or national
authorities arising from or regarding the use, occupancy and sanitation of the Leased
Premises, including those pertinent to its line of business.

XXIX. BINDING EFFECT: It is further mutually covenanted and agreed that each and
WITNESSES:

everyone of the covenants and agreements herein contained shall extend to and be
binding upon the respective successors, heirs, administrators and assigns of the
parties hereof, i.e., the Lessee and the Lessor.

XXX. NOTICES: All notices sent by the Lessor to the Lessee shall be deemed to be duly
given if delivered personally or by registered mail to the Lessee at the Leased
Premises. Notice may also be sent to Lessee through its mobile phone number
______________ and e-mail address at _____________________. Receipt thereof
shall be conclusively presumed. All notices sent by the Lessee to the Lessor shall be
given in writing at the above-address only.

XXXI. LIABILITIES FOR SUITS: The Lessee finally agrees to indemnify and hold harmless
the Lessor against all actions, suits, damages and claims whatsoever that may be
brought against the Lessor, its assigns or successors-in-interest, by reason of the
non-observance or non-performance of the rules, regulations, ordinances, laws or
any of the covenants of this Contract of Lease, without prejudice to the right of the
Lessor to cancel this Contract of Lease. Payment of indemnity shall include all
expenses by the Lessor related and in furtherance of defending itself against the
above-mentioned claims, including, but not limited to attorney’s fees, costs and
litigation expenses.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands this ______
day of _____________ at _________________, Cebu, Philippines.

11
 MARTIN G. MALAGAR LEONARDO A. RIINGEN
Building Administrator President
MGM Building Informatics Holding Philippines, Inc.
MARTIN G. MALAGAR

Signed in the presence of –

_______________________ _______________________

ACKNOWLEDGMENT

Republic of the Philippines)

City of _________________) S.S.

BEFORE ME, a Notary Public for and in the city of ______________________

this ________ day of __________________ personally appeared the following persons,
LEONARD A. RIINGEN

with their respective Competent Proof of Identities –

Martin G. Malagar
Leonardo A. Riingen

– known to me and to me known to be the same persons who executed the

foregoing Contract of Lease consisting of thirteen (13) pages including this
Acknowledgement, and acknowledged to me that the same is their own free and
voluntary act and deed and the product of their free and voluntary act and deed of the
corporation represented therein.

This instrument, wherein the Acknowledgment Clause is written, signed by the

parties with their instrumental witness on each and every page hereof, sealed with my
notarial seal pertains to a Contract of Lease.

WITNESS MY HAND AND SEAL on the date, year and place first above written.
WITNESSES:

Doc No. __
Page NO. __
Book NO. __
Series of 2017

12