5R Holdings, Inc

CONTRACT OF LEASE / 'll {

5R HOLDINGS, INC., a corporation duly organized and existing under and by virtue ofthe law of the Republic ofthe Philippines, and with address at 2nd floor, Rocka Bldg., Poblacion, Guiguinto, Bulacan, herein represented by its President, REDENTOR R. KALALANG, of legal age, married and with postal address and residence at 719, MacArthur Highway, Poblacion, Guiguinto, Bulacan, Philippines, and hereinafter refened to as the LESSOR;

-and-

The Df,VELOPMENT BANK OF THE PHILIPPINES (DBP), a govemment financial institution duly created and operating under Executive Order No. 8l dated December 3, 1986, € as amended by Republic Act No. 8253 dated February 14, 1998, duly represented in this Contract by its BBc-Central Luzon Head, SAVP FRANCIS THADDEUS L. RfVgR.,{, with principal office at DBP Building, Sen. Gil J. Puyat Ave. corner Makati Avenue, City of Makati, Metro Manila" Philippines, and hereinafter referred to as the "LESSEE";

WITNESSETH: THAT

WHEREAS:

L1 l. The LESSOR is the registered owner of ST. VMAN'S PLAZA, a two-storey commercial building, erected on a parcel of land situated at Barangay Muzon, City of San Jose Del Monte, Bulacan, Philippines, covered by Transfer Certificate of Title No. 040-2017009571 ofthe Registry ofDeeds for the Province ofBulacan, Meycauayan Branch, a photocopy of which is hereto attached as Annex "A" hereof;.

2. has agreed to lease to the LESSEE an office space at the ground floor of the aforesaid tz The LESSOR '\F\F:< property with a floor area of apptoximately seventy-two (72) Square Meters. E:. The LESSEE has agreed to lease said space/portion ofthe aforesaid building as per Floor Plan attached to this Contract as Annex "B" (hereinafter referred to as the "Leased Premises") under such terms and conditions hereinafter set forth.

THEREFORE, for and in consideration of the foregoing premises and the covenants anc hereinafter set forth, the LESSOR hereby leases to the Lf,SSEf, the Leased Premises subject to followine terms and conditions:

L TERM - This Contract shall be for a period offive (5) years, commencing on the date of issuance ofNotice to Proceed and expiring o" APR I i li:: rJnewable under such terms as may be mutually agreed upon in writing by both parties to tbis Contract. The five (5) years Contract is inclusive of two (2) months free of rent during the LESSEE's construction of the interior offices in the Leased Premises.

II. RENTAL- As consideration for this Contract, the LESSEE hereby agrees to pay the LESSOR, a monthly rental of PESOS: TTIIRTY-SX THOUSAND & 00/100 (Php36,000.00) plus llVo E-VAT, subject to 5olo expanded withholding tax and 5Yo VAT. Provided, the monthly rent shall be increased according to the following schedule: Contract of Lease for DBP Malolos Branch-City of San Jose Del Monte, Bulacan Extension Oflice EI Page 2 of7 '1> t< TI 3'd Y ear (+5Vo Escalation) Php37,800.0 plus l2%o E-VAT, subject to 5% a '-: expanded withholding tax and 5% VAT. +x a , 5D Year (+5oZ Escalation) Php39,690.00 plus l2o/o E-VAT, subject to 5% , expanded withholding tax and 5% VAT.

The monthly rental shall be paid in advance within the first ten (10) days of each month through a manager's check to be received/picked up by the LESSOR at the Leased Premises or credited to the bank account to be opened by the LESSOR with DBP without the necessity of prior demand.

II I. SECURITY DEPOSIT

Upon signing of this Contract, the LESSEE shall pay to the LESSOR as security deposit t (the "Security Deposit") the sum of PESOST ONE HUNDRED EIGHT THOUSAND gE & 00/100 (Phpf08,000.00) as to answer for the cost of unpaid utility bills such as E t electricity, water, telephone as well as damage that may be caused to the Leased Premises by the LESSEE, arising from causes other than ordinary wear and tear. The said deposit or the remaining balance thereof, if any, shall be refunded by the LESSOR to the LESSEE within fifteen (15) calendar days after the expiration or termination of this Contract.

t! The automatic application of the deposit to the overdue rentals shall not constitute a waiver by the LESSOR of its right to terminate the lease or eject the LESSEE for the ll ; Fl Lt non-payment of rentals.

IV. ADVANCE RENTAL - Upon the signing of this Contract, the LESSEE shall give to the 2 | IA LESSOR the sum of PESOS: ONE HUNDRED EIGIIT THOUSAND & 00/100 =tc (Php10E,000.00) representing three (3) months advance rentals, which may be applied to q (r9!(9 q=vi, the rentals for the last three (3) months ofthe lease period. The remaining balance - Fa ofthe Ee tg Advance Rental, ifany, shall be refunded by the LESSOR to the LESSEE within fifteen ( l5) calendar days after the termination ofthis Ageement.

USE OF LEASED PREMISES - The LESSEE expressly agrees and warrants that the Leased Premises shall be used exclusively for the office and banking activities and operations of the LESSEE's DBP Malolos Branch Extension Office in the City of San Jose Del Monte, Bulacan.

The LESSEE shall not introduce, keep, deposit or store in the Leased Premises any obnoxious and hazardous substance or flammable materials or substance that might constitute a fire, safety and environmental hazard without the prior consent of the LESSOR. The LESSEE shall also not install within the Leased Property any apparatus, machinery, or equipment, which may cause obnoxious tremors or noises that, might increase exposure of the building to fire hazard and therefore causing an increase in its insurance rate.

The LESSOR shall provide the necessary assistance for the LESSEE to comply with the requirements in securing permits/certification from regulatory bodies, such as building permit, fire safety/drill, 'No smoking" requirement, Department of Environment and Contract of Lease for DBP Malolos Branch-City of San Jose Del Monte, Bulacan Extension Ofiice Page 3 oJ 7 si t1 Natural Resources (DENR) certification, and others which may be required under the LESSEE's Environmental Management System (EMS). A+ t c< ; VI. CONSTRUCTION OF THE INTERIOR OFFICES IN THE LEASED PREMISES - Upon tumover of the Leased Premises by the LESSOR to the LESSEf,, the LESSEE u t shall not undertake any renovation/alterations or improvements in the Leased Premises without prior permission from the LESSOR.

Any and all such improvements/renovations made by LESSEE that is permanently attached to, or incorporated in the Leased Premises shall be considered as an integral part of the Leased Premises to be owned by the LESSOR. However, the bank vault door which can be removed by the LESSEE including all movable fixtures and improvements as well as those which may be removed from the Leased Premises without damaging the latter or any part thereof, which were introduced or installed by the LESSEE in or upon the Leased Premises, shall remain the property of the LESSEE and may be removed from the Leased Premises upon termination, expiration or pre-termination of this Contract under paragraphs XX and XXI hereot, respectively.

€ CARE OF PREMISES - The LESSEE hereby agrees to keep the Leased Premises in ; good and tenantable condition and hereby agrees further to maintain the same in a clean and sanitary state in accordance with existing health rules and regulations, pertinent laws and city ordinances on the matter. The Lf,SSEf, further agrees to maintain the interior design of the Leased Premises aesthetically acceptable, and to replace fixtures broken or destroyed through the gross negligence or willful malfeasance ofthe LESSEE and, upon the expiration of the term of this Contract, to surrender and restore the Leased Premises to the LESSOR in as good and tenantable condition as they were actually found at the beginning of this Contract, reasonable wear and tear excepted. The LESSEE shall not be liable to pay any fee or charge for the maintenance ofthe aforesaid building.

SIGN/SIGNBOARDS - The LESSEE shall be provided with a space for its signage or Fl9 signboards outside the Leased Premises.

:\t UTILITIES - The LESSEE shall pay and defray for its own account all cost of water, e \z telephone, electric light and power and all other utilities in the Leased Premises in 5 <,) A F: addition to the agreed monthly rental. The electric meter, water meter and transformer 6 r.6 and other related items therein to be used by the LESSEE shall be for its account and all E' < E permits for such improvements to be obtained shall be for the LESSEE's account.

INSURANCf, - The fire insurance for the aforesaid building including that ofthe Leased Premises shall be for the account ofthe LESSOR. Insurance for the equipment, fumiture and fixtures and of any other kind inside the Leased Premises shall be for the account of and in favor ofthe LESSEE.

PARI(NG SPACE - The LESSEE shall have exclusive use ofthe four (4) parking slots in front ofthe Leased Premises.

RULES AND Rf,GULATIONS - The LESSEE shall comply with any and all reasonable rules which may be promulgated fiom time to time by the LESSOR. The LESSEE shall also comply with all the 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 ofthe Leased Premises.

Xil. ACCESS TO PREMISI,S - The LESSEE shall, upon prior written request from the LESSOR, allow and give access to the LESSOR or its duly authorized representative to the Leased Premises during fairly reasonable and convenient hours for inspection, maintenance and repair purposes or undertaking any work necessary for the preservation, Contract of Lease for DBP Malolos Branch-City of San Jose Del Monle, Bulacan Extension ffice Page I of 7 nig> df conservation, improvement or decoration of the Leased Premises but subject to such 9t conditions and restrictions as the LESSEE shall reasonably impose to ensure the safety sz(-< and security of the Lf,SSEE's properties and records in keeping with banking practices and banking laws and regulations. No compensation or claim shall be allowed against the € LESSOR by reason ofany inconvenience or annoyance that may arise by reason of any ; work undertaken under this paragraph XIII.

XIV. LIABILITIES FOR SUITS - The LESSEE shall hold harmless the LESSOR against all actions, suits, damages, and claims whomsoever they may be brought or made by the reason of non-observance or non-performance by the LESSEE of the rules, regulations, ordinances or laws mentioned herein or any of the covenants of this Contract without prejudice to the right of the LESSOR to cancel this Contract in accordance with the pror isions herein contained.

The LESSOR shall not be liable or accountable for any loss or losses that may be suffered by the LESSEE by reason oftheft, robbery or any other crimes committed in or about the Leased Premises except when the LESSOR is involved in the crime as a principal, accomplice or accessory.

XV. LOSS, INJURY OR DAMAGE TO Pf,RSON OR PROPERTY The LESSEE agrees to hold the Lf,SSOR free and harmless from any and all responsibility arising from loss or damage to goods or property or injury to persons that occurred within the confines of the Leased Premises for any cause other than and except when due to the fault, or negligence of the LESSO& its officers, employees, representatives and./or agents in which case the LESSOR shall be liable for such loss, damage and/or injury.

XVl. NON-WAMR -The acceptance by the LESSOR of a monthly rental after the first ten (10) days ofthe month it is due and/or acquiescence ofthe LESSOR in any violation or failure to comply with any provisions, terms and conditions of this Contract by the LESSEE shall not be construed as a condonation of such default, violation or failure or ivF as a waiver on the part of the LESSOR of its rights, interest or causes of action arising rV out of, or from such default, violation or failure. Any violation or failure to comply with tazz >

DEFAULT OR BREACH - Should the Lf,SSEE fail to pay the rental stipulated in paragraph II hereof or violate any of the terms and conditions of this Contract, the LESSOR shall have the right to eject the LESSEE from the Leased Premises and to recover and collect from the LESSEE all accrued rental, plus a penalty charge on all accrued rentals at the rate of Two Percent (2%o) per month computed from the date of default until the date the same are fully paid.

TRANSFER OR OWIIERSHIP - If ownership of the aforesaid building and/or the Leased Premises is transferred to a third party during the term of this Contract or any renewal thereof, the LESSOR commits and undertakes to ensure that in the transfer of ownership documents, the buyer or transferee therein acknowledges and commits to honor, maintain and respect the peaceful existence and continuity of the LESSEE's occupancy ofthe Leased Premises for the unexpired portion ofthis Contract.

PRE-TERMINATION OF CONTRACT - The LESSEE may exercise its right to terminate this Contract for any cause or reason provided sixty (60) calendar days advance notice is served to the LESSOR. Contract of Lease for DBP Malolos Bronch-City of San Jose Del Monte, Bulacan Extension Ofice L1 n< Page 5 of 7 $= t(! XXI. TERMINATION OF CONTRACT - Upon the expiration of the term of this Contract F' or upon the pre-termination or cancellation of the same as provided for in paragraphs, F? E XVIII and XX hereof, the LESSEE shall promptly surrender or retum the Leased t Premises to the LESSOR in as good and tenantable condition as when received by it, 5 reasonable wear and tear excepted, devoid of all occupants, furniture, articles and effects ; of any kind other than such alterations and/or improvements which under paragraph VI of this Contract shall belong to the LESSOR.

XXII. OBLIGATIONS AND WARRANTIES OF THE LESSOR

The LESSOR represents and warrants to the LESSEE that, at the time ofthe execution ofthis CONTRACT and durine the Lrase Period and anv of its renewals:

a. The LESSoR i. tt ubrot,lt" owner of the L"u."d P."-i.", and has an indef'easible right to lease the samel"

b. Excluding those already existing and annotated on the titles upon the signing of this Contract, the Leased Premises shall be free from any and all liens and encumbrances which are in violation or inconsistent with anv richt of the LESSEE under this Contract;

The Leased Premises is in such condition as to render it fit for the use intended by the LESSEE, and it shall maintain the Leased Premises for the peaceful and adequate enjoyment of the LESSE[,, including unhampered ingress and egress to and from thereto, based on the intended use by the LESSf,E ofthe Leased Premises;

The LESSOR shall be responsible for repairs, replacements and maintenance of the F Leased Premises (with respect to common area, parking area, foundation or structural EIJ;l: components thereof ) within a reasonable time and which are necessary to keep the Leased Premises in a tenantable condition; Fl r! : \.= The LESSOR shall be responsible for the payment of any real property tax on the l,i> Leased Premises. The term "real property tax" shall mean real estate taxes imposed = va upon the land and building the national, provincial and/or city governments or taz2 by >

ANNOTATION OF THE LEASE - For the protection of the Lf,SSEE, the subject Contract may be annotated on the aforesaid certificate of title covering the parcel of land on which the aforesaid building is situated, and any sale of the aforesaid parcel of land, the building, or the Leased Premises initiated and perfected by the LESSOR in favor of the third persons shall not affect nor prejudice the leasehold rights ofthe LESSEE.

CENERAL PROVISIONS

l. Any agreement between the parties to this Contract as well as any and all amendments, supplements and addenda to the terms and conditions of this Contract shall be made in writing and duly signed by the padies hereto before the same may be implemented.

2. The implementation ofthis Contract as well as any and all amendments, supplements and addenda hereto shall be subject to the applicable rules and regulations issued by the Bangko Sentral ng Pilipinas and the Philippine Clearing House Corporation. Contact of Lease for DBP Malolos Branch-City of San Jose Del Monte, Bulacan Extension ffice Page 6 of7

3. Any dispute or difference of opinion between the parties as to implementation of the terms and conditions of this Contract shall be settled mutually and expeditiously. A written notice of said dispute or difference of opinion shall be personally served or sent by registered mail at the address which either party indicated in this Contract. In case such dispute or difference or opinion is not settled, any ofthe parties hereto may terminate this Contract upon at least sixty (60) calendar days prior written notice served to the other party.

4. In the event of litigation under this Contract, the Parties hercto agrce to submit solely and exclusively to the jurisdiction of the proper court of City of Malolos, Bulacan, Province of Bulacan.

DEVELOPMf,NT BAI\K OF THE PHILIPPINES 5RHOLDINGS,INC. (LESSEE) (LEssoR) T.I.N. 000-449-609 T.I,N. 77G000 By: By:

SAVP FRANCIS DEUS L. RTVERA Head, BBBG-Central Luzon

SIGNED IN THE PRESENCE OF:

-fllV*"*a MHABBY A}IXL. TAMARES Contract of Lease for DBP Malolos Branch-City of San Jose Del Monte, Bulacan Extension Office td Page 7 of7 ?;!3 ACKNOWLEDGMENT .Xz b \ =: REPIJBLIC OF THE PHILIPPINES } t City of San Fernanog, - ) S.S.

City of San Fernando, pampanoe* RE ME, a Notary Public in and for the City of _, on this' day of APR I 20 l_, personally appeared:

DEVELOPMENT BANK OF THE T.r.N. 000449-609, Issued on PHILIPPINES city

SAVP FRANCIS THADDEUS L. DBP EMPLOYEE NO. RIVERA 0110604-FRA B 5RHOLDINGS, INC. 227-188-776-000 =

known to me and to me known to be the same person who executed the foregoing CONTRACT OF LEASE which consists of ten (10) pages including this notarial acknowledgment and two (2) Annexes, "A" and "B", all signed by them and their instrumental witnesses and they acknowledged to me tlat the same is their fiee and voluntary act and deed as well as that of the corporations they duly represent, for ,l j the purpose stated therein

F WITNESS MY HAND AllD SEAL on the date and at the place first written above. z ll u z z \ ,tlt>z J & B DENEESSE LOUT CORTEZ noro*y pysflqlgy public UntitDecember 31 2018 Notarial Commrssion No 25-15/ 27 Dec 2016 l8P No. 10867021 03 Jan 20181CSFp PTR No ij967a6r , 03 Jan 2018 / CSFp Ro oi Atiomey s No 59452 lCl-E Compliance No V-0018076 i 4t15/2016-19/ pasiq Citv oo..No. I ; BookNo. 3 ; PaseNo. Iul l s"ii"r of20i8I tualieirl lbir Xo, ll0-9 (R.r.1rcd f.b 20131

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