CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Lease (the Contract) made and executed this
of
2014 by and between:

day

, of legal age, Filipino Citizen and with postal address at

, hereinafter
referred to as the LESSOR;
-andXXXXX a corporation duly organized and existing under the laws of the
Republic of the Philippines, with principal address at XXX hereinafter referred
to as the LESSEE.

WITNESSETH:
WHEREAS, the Lessor is the absolute and registered owner of a parcel of
land, with all the improvements thereon, consisting of a total land area of
square meters (
sq.m.), more or less, located at
covered by Transfer Certificate of Title No.
issued
by the Register of Deeds of
and Tax Declaration No.
,
copies of which are hereto attached as Annexes A, A-1, respectively;

WHEREAS, the LESSOR has agreed to lease unto the LESSEE, and the
LESSEE hereby agrees to lease, a portion of the above-described property with a
total area measuring
square meters (
sq.m.) , more or
less, and more particularly described in the Segregation Plan and Conceptual
Drawing hereto attached as Annexes B and B-1 (the Leased Premises), subject
to the terms and conditions set out in this Contract;

NOW, THEREFORE, in view of the foregoing premises, the LESSOR leases

unto the LESSEE the Leased Premises, and the LESSEE hereby accepts the same,
under the following terms and conditions:
1. TERM AND RENT. This Lease shall be for a period of ten (10) years upon
commencement of the construction of the telecommunication facilities
subject to renewal as set out in Section 11 below.
LESSEE shall pay the LESSOR the monthly rental of Four Teen Thousand
(NET) PESOS (P14,000.00) inclusive of value added tax and inclusive of
withholding tax, to be paid quarterly on or before the tenth (10 th) day of
the first month of the relevant quarter, to commence upon construction of
telecommunications facilities and equipment on the Leased Premises to
which the rent corresponds as follows:
Period Covered
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10

Monthly Rental

Quarterly Rental

The monthly rental is inclusive of any charges, fees and assessments relative
to the LESSEEs use of the Leased Premises.
The Documentary Stamp Tax for purposes of the execution of this contract
shall be for the account of the LESSOR.
The LESSEE shall pay the rent on a QUARTERLY basis for the Leased Premises
by depositing the same to the LESSORs bank account as follows:
Bank Name / Branch:
Account Name:
Savings Account No.:
2. USE AND APPARATUS. LESSEE shall use and occupy the Leased
Premises as the site of telecommunications facilities and equipment and
may install, operate, maintain, add to, repair, replace and remove the said
facilities and equipment including the necessary upgrading thereof, at
such locations in the Leased Premises as the LESSEE may determine.
LESSOR represents and warrants that the Leased Premises may lawfully
be used for such purpose and shall allow LESSEE or any of LESSEEs
affiliates, subsidiaries, partners, agents, representatives and/or third party
contractors to co-locate or to install, either temporarily or permanently,
anytime during the entire term of the lease, and without additional rental
costs: (a) additional antennas; (b) cables within the Leased Premises to
interconnect the telecommunications facilities and equipment; (c)
power/feeder line; (d) dry cell, generator sets sufficient capacity and/or
other alternative back-up power source to assure continuous power supply
to the antenna; and (e) other requisite telecommunications facilities and
equipment, the same being essential requirements of and for the
LESSEEs business.
LESSOR agrees that all the facilities and equipment installed/placed and/or
caused to be installed/placed by LESSEE in the Leased Premises shall at all
times remain the exclusive property of the LESSEE and/or its subsidiaries,
partners, agents or representatives and the LESSEE shall have the right to
remove it at any time.
3. CARE AND MAINTENANCE OF PREMISES. LESSEE shall, at its own
expense and at all times, maintain the Leased Premises in good
tenantable conditions; and shall surrender the possession of the same at
the expiration or termination of this Contract, in the same condition upon
LESSEEs occupancy, normal wear and tear excepted. LESSEE shall be
responsible for the removal of all telecommunications equipment and
accessories it has installed/placed in the
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XXX
4. MAINTENANCE OF EQUIPMENT INSTALLED. LESSOR shall grant the
LESSEEs duly authorized agents, representatives and third party
contractors access to the Leased Premises, Which includes the site where
telecommunications facilities and equipment are installed, to perform
repair, maintenance, and/or installation/upgrading works therein twenty
four (24) hours a day, seven (7) days a week during the entire term of this
Contract.
5. ACCESS AND RIGHT OF WAY. The LESSOR represents warrants and
covenants that the LESSEE shall have adequate and uninterrupted access
to the Leased Premises free of charge, as part of the LESSORs obligations
under this Contract.
Access on the Leased Premises as above-stated, shall include the right-ofway identified in the Segregation Plan attached as Annex B hereto, to be
utilized for the installation of electric posts, pipes, wires, cables,
appurtenances, passage way for personnel, motor vehicles and other
effects, as well as for egress and construction, installation, operation and

maintenance of the LESSEEs telecommunications facilities and

equipment.
Further, LESSOR hereby undertakes and warrants that the identified rightof-way does not in anyway encroach upon the adjacent properties owned
by other persons or entities. In case the said right-of-way, encroaches
upon the other adjacent properties not owned by the LESSOR, LESSOR
shall be solely liable for any and all claims and charges of the owner/s of
the affected adjacent properties arising from such encroachment. Failure
of the LESSOR to provide adequate and uninterrupted access to the
Leased Premises shall make the LESSOR solely liable to and at his/her own
expense to provide the LESSEE access or right-of-way even up to the
extent of utilizing the properties owned by other person or entities.

6. UTILITIES. All applications and connections for necessary utility services

needed by the LESSEE on the Leased Premises shall be made in the name
of the LESSEE and/or sub-lessee or co-locators. LESSEE and/or its
authorized representative shall be liable for utility charges it has incurred
for the use of the Leased Premises as they become due, including but not
limited to electricity and genset power charges.
If the LESSEE is not able to apply for or process its own utility services
connection under its name, the necessary utility services shall be obtained
from the common electrical and/or other applicable utility connection
installations and/or the use of a genset. In such a case, the LESSOR shall
apportion the charges for electricity and other utility services actually
consumed by the LESSEE in the Leased Premises during any given month
and bill the same to the LESSEE on the fifth (5 th) of the month, which shall
be paid by the LESSEE within seven (7) calendar days from its receipt and
validation of the statement of account therefor.
However, the LESSOR shall not charge the LESSEE any fee for the use of
his/her facilities necessary for the utility services/connections.
7. ENTRY AND INSPECTION. LESSEE shall permit the LESSOR or the
LESSORs duly authorized agents and representatives to enter the Leased
Premises and inspect the same at reasonable hours of a business day and
upon prior written notice, for the purpose of determining LESSEs
compliance of its obligations hereunder.
8. ABATMENT OR REDUCTION OF RENT. Should LESSEE or its authorized
sublessee, due to war, civil commotion, fire, earthquake, flood, act of God,
or any other cause beyond its control, including but not limited to
expropriation by the Government, be prevented from the enjoyment of the
Lease Premises for the purpose intended, or be obliged to give up
possession thereof, the obligation of the LESSEE to pay the monthly rental
shall cease during the time that the Leased Premises is not occupied by
LESSEE or its authorized sublessee. Should the occurrence of any of the
foregoing events render the Lease Premises untenantable so as to
effectively prevent the LESSEE or its authorized sublessee from further
occupying the same, the LESSEE may terminate this Contract with
immediate effect without penalty.
9. VENUE OF SUIT AND ATTORNEYS FEE. In case of suit arising from the
Contract, the venue of the action shall be the proper courts of
only, to the exclusion of all other courts. If any legal
action, arbitration, suit or other proceeding is brought by the LESSEE for
the enforcement of this Contract or because of an alleged dispute, breach
or default in connection with any of the provisions of this Contract, the
LESSEE shall be entitled to recover an amount equivalent to twenty five
percent (25%) of the amount claimed as and for attorneys fees and
litigation expense incurred in such action, suit or proceeding, in addition
to any other relief to which it may be entitled.

10.NOTICES. Any notice which either party may, or is required to give, shall
be made by mail, postage prepaid, and/or by personal delivery to the
following addresses; or at such other places as maybe designated in
writing from time to time by the parties.
Notice to the LESSOR shall be served at the address shown above.
Notice to the LESSEE shall be served on the following:
*name, address, telephone number*

11.RENEWAL OF LEASE. The LESSEE shall have the option to renew the
term of this Contract for an additional period of ten (10) years and the
option shall be exercised by written notice given by the LESSEE to the
LESSOR not later than sixty (60) days prior to the expiration term of the
initial lease.
12.OPTION TO PURCHASE. Should the LESSOR plan to mortgage, sell or
otherwise dispose of its rights, title and interests in and to the Leased
Premises, the LESSOR shall first offer said rights, title and interests to the
LESSEE or its designee at fair market value as determined by a competent
third party appraiser accredited by the Securities and Exchange
Commission and chosen by both parties. In the event the LESSEE or the
LESSEEs designee fails to accept the offer within thirty (30) days from
receipt of the written offer thereof from the LESSOR, the LESSOR may
then make a similar offer to bona fide third parties at the price and under
such terms and conditions not more favourable than those offered to the
LESSEE or the LESSEEs designee.
The LESSOR hereby warrants that it shall include a stipulation in any deed
of sale,
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XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
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XXXXXXXXXXXX
Mortgagee or transferee shall, at all times during the effectivity of this
Contract, respect all the rights of the LESSEE or its authorized sublessee
under this Contract, otherwise such deed of sale, mortgage, or disposition
shall be null and void ab initio. If for one reason or another any rights of
the LESSEE under this Contract is violated by the LESSOR or its successorin-interest, the LESSOR and its successor-in-interest shall be jointly and
severally liable for all damages and/or expenses suffered or incurred by
the LESSEE, without prejudice to any other legal rights and remedies that
the LESSEE may have under this Contract or any applicable law.
13.PRE-TERMINATION OF LEASE. The LESSEE may, without any penalty,
pre-terminate this Contract with immediate effect, upon prior written
notice to the LESSOR:
[a]

Should any Government Authority, local or national, refuse

to grant the necessary permits or licenses or clearances for
the construction and operation of the LESSEEs
telecommunications facilities and equipment or if the
Government should, in any other manner, prevent the LESSEE
from successfully and profitably carrying on LESSEEs
business.

[b] In the event of earthquake, civil unrest, natural calamity, any

act of God and/or fortuitous events that shall render the
Leased Premises, including the telecommunication equipment
and facilities therein, unfit for the purpose for which the Lease
was constituted, thereby substantially affecting the use and
possession of the same by the LESSEE, the latter shall have

the right to terminate this Contract, with due notice to the

LESSOR.
In such an event, the LESSEE shall be entitled to a
proportionate refund of rentals. Likewise, LESSEE shall be
allowed to remove/transfer its telecommunication
equipment/facilities for a period of time without additional
cost to the LESSEE.
[c]

In the event that the line-of-sight of the installed

telecommunications facilities and equipment on the Leased
Premises is blocked on account of modifications made by the
LESSOR, then this lease shall be deemed ipso facto
terminated; or if the line-of-sight is blocked on account of the
construction and/or completion of construction of adjoining
properties, which were non-existent at the time this Contract
was entered into.

[d] If the LESSOR violates any of the terms and conditions of this
Contract as well as other rights of the LESSEE granted by law
and the LESSOR fails to remedy the same to the satisfaction
of the LESSEE within a period of ten (10) calendar days from
notice of default. The LESSOR shall then immediately return
all unused rentals to the LESSEE, without prejudice to the
right of the LESSEE to claim such other damages incurred by
the LESSEE and to the exercise of any or all rights arising from
this Contract or those granted by law.
[e] For such other reasons other than those stated above; the
LESSEE shall, however, give the LESSOR at least thirty days
(30) prior written notice thereof.
For the avoidance in doubt, in all instances of pre-termination, the
LESSOR shall refund to the LESSEE all unused rentals within thirty (30)
calendar days from effective date of pre-termination of this Contract.
14.WARRANTY. By entering into this Contract, the LESSOR represents and
warrants that he/she good and sufficient title and interest over the Leased
Premises and that he/she has full authority to enter into and execute this
Contract and provide the LESSEE and its authorized sublessee full and
peaceful possession of the Leased Premises during the entire term of this
Contract and any renewals or extensions thereof. The LESSOR shall
indemnify the LESSEE from any and all losses, damages or liabilities that
the LESSEE may suffer in the event that this Contract cannot be enforced
due to a defect in the title of the LESSOR or any adverse claim thereon or
if the LESSOR fails to provide full and peaceful possession of the Leased
Premises to LESSEE and its authorized sublessee.
15.AUTHORITY. The parties hereto represent and warrant that they have full
power and authority to enter into and perform their obligations under this
Contract. The parties further warrant that all necessary actions, consents,
and approvals for the execution for this contract have been taken and/or
obtained. This Contract shall constitute the legal, valid and binding
obligations of the parties to be enforceable in accordance with its terms
and conditions.
16.SEVERABILITY. The declaration by any competent government agency or
court that any provision of this Contract is null, void or unenforceable shall
not affect the other provisions of this Contract which are capable of
severance and which will continue unaffected. The parties agree that any
provision so declared null, void or unenforceable shall be replaced with
valid or enforceable provisions as closely aligned with the original intent of
the parties as possible.
17.SUCCESSORS AND ASSIGNS. This Lease shall be binding and have full
force and effect not only on the parties but also upon their respective
heirs, successors, administrators and assigns.

18.ASSIGNMENT OF RIGHTS AND SUBLEASE. LESSOR acknowledge and

agrees that LESSEE has the right to sublease the whole or part of the
Leased Premises, or transfer, convey, assign or encumber its rights under
this Contract, to any of its subsidiaries, affiliates or partners without need
to secure the prior written consent of the LESSOR, and under such terms
and conditions and for such considerations as LESSEE may deem
necessary or convenient.
19.INTERFERENCE. LESSOR shall not interfere with, or knowingly permit
others to interfere with, the installation of any of the telecommunication
facilities and equipment on the Leased Premises. Should the LESSOR
become aware of any interference, the LESSOR shall promptly notify the
LESSEE.
20.REAL ESTATE TAXES AND OTHER TAXES. All real estate taxes and
other taxes relating to this Contract shall be for the account of the LESSOR
and prompt payment thereof shall be the responsibility of the LESSOR.
21.REGISTRATION. LESSOR shall extend its fullest cooperation to enable
LESSEE to execute, sign and/or prepare any and all other documents,
agreements and instruments and do all other things which may be
necessary to enable LESSEE, at its option, to effect the registration of this
Lease in the Office of the Register of Deeds for the City of
at LESSEEs expense.
22.WAIVER OF PREFERENCE OF CREDIT. It is understood and expressly
agreed by the parties that the obligation created under this Contract shall
not enjoy any priority, preference or special privilege whatsoever over any
indebtedness or obligation of LESSEE. Accordingly, LESSOR hereby waives
and renounces absolutely and unconditionally, whatsoever priorities or
preference in may have under Article 2244, paragraph 14 of the Civil Code
of the Philippines.
23.EMINENT DOMAIN. If the leased premises or any part thereof shall be
taken by eminent domain, thereby substantially affecting Lessees right to
use the premises, the LEASE shall terminate on other date when the
LESSEE vacates the premises or when its telecommunication equipment
and facilities become inoperative, whichever comes first.
Consequently, the rent shall be apportioned as of the termination date
and any rent already paid for any period beyond that date shall be
refunded to the LESSEE.
24.ENTIRE AGREEMENT. The foregoing terms and conditions shall
constitute the entire agreement between the parties and may be
amended, suspended or modified only in writing and signed by both
parties.
IN WITNESS WHEREOF, the parties hereby affix their signatures on this
Contract of Lease.
(LESSOR)

(LESSEE)
SIGNED IN THE PRESENCE OF:

Signature over Printed Name

Printed Name

Signature over

ACKNOWLEDGMENT -

ACKNOWLEDGMENT
(For LESSEE)

REPUBLIC OF THE PHILIPPINES)

) S.S.

I certify that on this

day of
__ 2014, before me, a
notary public duly authorized in the city named above to take acknowledgements,
personally appeared the following:
NAME
ANDY Y. LI
BIENVENIDO N. BAAS

VALID ID

DATE/PLACE ISSUED

SSS No. 03-5329599-9

SSS No. 03-7716484-4

Who were identified by me through competent evidence of identity to be the same

persons described in the foregoing Contract of Lease and who acknowledged before
me that their respective signatures on the foregoing Contract of Lease were

voluntarily affixed by them for the purposes stated therein, and who declared to me
that they have executed this Contract of Lease as their free and voluntary act and
deed and that they have the authority to sign on behalf of their respective
principals.
This Contract of Lease consisting of
(__) pages including of this
Acknowledgment has been signed on each and every page by the parties and their
instrumental witnesses.
IN WITNESS WHEREOF, I hereunto set my hand and affix my notarial seal
on the date and at the place above written.

Doc. No.

Page No.

Book No.

Series of 2014