CONTRACT OF LEASE

by and between

SEAOIL PHILIPPINES, INC.

-and-

TPH PRIME PROPERTIES

CORPORATION
 Contract Reference No.____________

Table of Contents

Section A (Specific Conditions of the Lease)

Section B (General Conditions of the Lease)

Section C (Schedule of Lease Payments)

Signature Page

Acknowledgement

Annexes
 SECTION A

SPECIFIC CONDITIONS OF THE CONTRACT OF LEASE

Item Subject Condition / Description

1 Lessor
Authorized
Representative
Address
Contact Tel. No.:
Information
2 Lessee Seaoil Philippines, Inc.
Authorized Jerome T. Evangelista
Representative Retail and Trade Marketing Senior Manager
Address 22nd Floor, The Taipan Place, F. Ortigas, Jr. Road,
Ortigas Center, Pasig City 1605 Metro Manila
Contact Tel. No.: +632 3971010; Fax No.: +632 3971011
Information
3 Location of Leased
Premises
4 Title(s)
5 Total Area
6 Area of Leased
Premises
7 Frontage
8 Lot Plan with (copy attached as Annex “B”)
Technical
Description
9 Lease Term or
Period
10 Start and End Date
of Lease
11 Rent-Free
Construction
 Period
12 Basic Monthly
Rental
13 Applicable Taxes
14 Annual Escalation
Rate
15 Anniversary Date
16 Advance Rental
17 Security Deposit
18 Permits
19 Right of First
Refusal on Lease
Renewal or
Purchase of the
Property
20 Warranties by the
Property Owner
 SECTION B
(GENERAL CONDITIONS OF THE CONTRACT)

1. SUBJECT OF THE LEASE

1.1. The Lessor is the absolute and registered owner of a parcel of land
including the buildings and improvements thereon, situated in Dr. A. Santos Avenue,
Sucat, Paranaque City, Philippines1 which is covered by the valid Transfer Certificates
of Title Nos. 010-2018005650 and 010-20180056512 containing a total land area of One
Thousand Two Hundred square meters.3

The Lessor shall furnish the Lessee with a faithful reproduction of the lot
or subdivision plan duly certified by a professional geodetic engineer.

1.2. The Lessee expresses its desire to lease the aforementioned premises
consisting of an area of One Thousand Two Hundred square meters (1,200 sq.m.) 4 for
the construction and operation of its fuel station and other businesses incidental to its
operations and the Lessor unequivocally agrees to lease the said premises for such
business purposes.

The Lessor and the Lessee agrees that the premises leased will have a
frontage5 of Thirty meters (30 m). The leased premises are described in the site
development plan or drawing6 attached to this instrument.

1
As indicated under Item 3, Section A.
2
As indicated under Item 4, Section A.
3
As indicated under Item 5, Section A.
4
As indicated under Item 6, Section A.
5
As indicated under Item 7, Section A.
6
As indicated under Item 8, Section A.
 1.3. The Lessor shall, within thirty (30) days from the execution of this
Contract, shall cause the annotation of this lease contract on the transfer certificates of
title covering the leased property.

2. PERIOD AND DURATION OF THE LEASE CONTRACT

2.1. The duration of this lease shall be for a period of fifteen (15) years7 the
commencement of which shall begin only upon the acquisition and completion of all
the relevant, material, and necessary clearances, licenses, permits, and other pertinent
documents from the national and/or local governments, including its agencies and
instrumentalities for the orderly construction of the fuel station and everything
necessary or incidental to its embellishment.

2.2. The Lessee is granted as it is hereby granted by the Lessor of a rent-free

construction period of six (6) months8 starting from the completion of the necessary,
pertinent and relevant documents for the construction and ending six (6) months
thereafter.

3. RENEWAL

3.1. In case the Lessee desires to have this contract renewed, the Lessee shall,
within ninety (90) days prior to the expiration of the contract, submit a written notice to
the Lessor clearly stating its desire to renew the contract of lease between the parties
thereto and continue to enjoy or possess the leased premises. NO IMPLIED RENEWAL
OF THE LEASE CONTRACT IS CREATED in case of expiration of the contract of lease
and no written notice was given by the Lessee to the Lessor.

If the Lessor is amenable to the renewal, both parties shall negotiate and
discuss the valid new terms and conditions which they may mutually agree upon to
govern the new lease contract. If no new agreement is arrived at between the parties,
the Lessee shall vacate the leased premises within ninety (90) days from the expiration
of the lease contract.

7
As indicated under Item 9, Section A.
8
As indicated in Item 11, Section A.
4. RENTAL

4.1. Payment of the rental of the lease shall be paid by way of post dated
checks each covering one (1) month’s worth of rent payments. The custody of such post
dated checks shall be forwarded to the Lessor on an annual basis. Thus, the Lessee shall
issue twelve (12) post dated checks for the twelve (12) months of each succeeding year
on or before the corresponding anniversary date.

4.2. Each of the postdated checks issued for the payment of the lease rental
shall fall due on the fifth (5th) day of the month for which it was issued.

4.3. The monthly rental shall be subject to an annual escalation rate9 of five
percent (5%) starting on the fourth (4th) year of the lease contract and every other
succeeding year thereafter.

The annual escalation rate shall be reckoned and applied to start at the
anniversary date10 of the lease term.

5. ADVANCE RENTAL PAYMENT

5.1. Upon the complete submission of all the relevant, material, and necessary
clearances, licenses, permits, and other pertinent documents from the national and/or
local governments, including its agencies and instrumentalities the Lessee shall pay an
advance rental in the amount of Eight Million Six Hundred Forty Thousand Pesos (PhP
8,640,000.00).11

The amount stated in the first paragraph represents the value of twenty-
four (24) months rent payable subject to Value Added Tax and the Expanded
Withholding Tax.

6. SECURITY DEPOSIT

9
As indicated in Item 14, Section A.
10
As indicated in Item 15, Section A.
11
As indicated in Item 16, Section A.
 6.1. Upon the complete submission of all the relevant, material, and necessary
clearances, licenses, permits, and other pertinent documents from the national and/or
local governments, including its agencies and instrumentalities the Lessee shall pay the
Lessor a security deposit in the amount of Seven Hundred Twenty Thousand Pesos (Php
720,000.00).12 This security deposit shall not bear any interest; the security deposit shall
serve as a guarantee for the faithful compliance by the Lessee of all the terms and
conditions of this contract of lease.

Said security deposit shall immediately be returned to the Lessee only

upon the expiration of this contract and only after the Lessee shall have completely and
satisfactorily vacated and surrendered the premises to the Lessor. Deductions to the
security deposit could be made by the Lessor if there are any amount owing to the
Lessor.

Should the Lessee terminate this contract of lease before its expiration
without any valid cause, the security deposit shall be deemed forfeited in favor of the
Lessor.

7. IMPROVEMENTS

7.1. Upon the execution of this instrument, the Lessor shall deliver to the
Lessee the possession and control of the premises leased. Upon delivery by the Lessor
of the leased premises to the Lessee, the latter shall have the absolute right to construct
and introduce permanent improvements (i.e. buildings, walls, structures, etc.) without the
consent of the Lessor. It is hereby understood by the Lessee that the leased premises
shall only be used for the operation of a fuel station and other businesses incidental
thereto. Such structures will include but is not limited to the following: pump islands,
sales office, comfort rooms for men and women, cashier’s booth. Locker rooms, storage
rooms, underground storage tanks, convenience store, carwash facility, service and lube
bays.

7.2. The Lessee shall cause the construction of its fuel station, the installation
of water, electrical, toilet connections, and other facilities. Improvements which are of
fixed or immovable nature, except underground tanks, dispensing pumps and signages,
shall become the property of the Lessor upon the expiration or pre-termination of this
contract without the Lessee’s right to reimbursement for the cost or salvage value

12
As indicated in Item 17, Section A.
thereof, unless the Lessee exercises the option to demolish and/or remove the said
improvements and return the leased premises to its original state prior to the
celebration of the contract of lease.

8. TAXES AND OTHER SERVICES

8.1. The real property taxes on the land, including all charges and any
assessment imposed by the national or local government on the land shall be for the
sole account of the Lessor.

However, real property taxes on the structures and/or improvements

introduced by the Lessee on the leased premises and all permits, licenses, electric,
water, telephone bill, and other charges and services during the effectivity of this
contract shall be for the exclusive and sole account of the Lessee.

9. FRANCHISE AND SUBLEASE

9.1. The Lessee is absolutely free to grant a franchise to a third party dealer on
the premises subject of this contract. In case the Lessee desires to enter into a sublease
with a third person, it may do so without the consent of the Lessor. In this case, any and
all agreements with the sublessee, as the case may be, is co-terminus with this contract
of lease.

10. SALE, TRANSFER, AND/OR MORTGAGE

10.1. In the event that the ownership, possession, use, or enjoyment of the
leased premises or any portion thereof is sold, transferred, conveyed, assigned,
mortgaged, or encumbered to a third party by the Lessor during the term of this lease,
or any renewal or extension thereof, the Lessor shall immediately inform the said third
party, heirs, assigns, successors-in-interest, transferees, executor, administrator,
mortgagee, in writing, of the existence of this contract prior to or at the time of the sale,
transfer, conveyance, mortgage, assignment, or encumbrance, and undertakes to:
 (a) Require the incorporation in the Deed of Sale or Mortgage, or other deed or
instrument, either by reference or otherwise, of the terms and conditions of this
contract of lease; and
(b) To require them to recognize, respect, assume, and abide by all the terms,
conditions, covenants, obligations of this contract.

10.2. The Lessor shall be liable to the Lessee and shall indemnify the latter for
whatever damage the Lessee may suffer in the event said third party does not or fails to
respect, recognize, assume, and abide by any of the terms, covenants, obligations, and
conditions of this contract.

11. ASSIGNMENT

11.1. The Lessee may assign, without Lessor's consent, all of its lease rights and
interests under this lease contract to any third party. The foregoing assignment shall be
revocable on the part of the Lessee at any time during the lease term.

11.2. The Lessee shall not, in any case, be liable for any misconduct or violation
of any law, rules and regulations committed by the assignee. The Lessor shall not have
any cause of action against the Lessee for any infraction committed by the assignee.

12. RIGHT OF FIRST REFUSAL

12.1. Should the Lessor, during the effectivity of the lease contract or any
extension of the same, or anytime the Lessee is in possession, actual or constructive, of
the leased premises, elect to sell or lease the property subject of this lease contract, or
receives a bona fide offer to purchase or lease, the Lessee shall have the right of first
refusal to meet any bona fide offer to purchase or lease on the same terms and
conditions of such bona fide offer.

12.2. The Lessee shall have sixty (60) days from the time of the Lessor’s election
to sell or lease the property or from the time the Lessee had knowledge of such offer
from third persons. This period may be extended by the Lessor for thirty (30) days at
the written request of the Lessee.

12.3. The Lessor is obliged to inform the Lessee of any offer extended to it by
third persons regarding the sale or lease of the property. Failure to inform the Lessee of
such prospective transaction shall invalidate the contract entered into by the Lessor and
a third party.

12.4. In case the Lessee opts not to exercise its right of first refusal as granted
under this contract, and the sale or lease is made in favor of a third party, the said third
party through the Lessor shall respect and honor all the terms and conditions of this
contract. The Lessor shall notify the Lessee of such transaction at least fifteen (15) days
prior thereto.

13. WARRANTIES OF THE LESSOR

13.1. The Lessor hereby warrants to the Lessee that the subject property has no
existing lease in effect with any third party; that the Lessor has not entered any other
lease contract with third persons; that the Lessor has valid title over the property subject
of the lease.

The Lessor likewise warrants that the leased property has no existing liens
or encumbrances other than those annotated on the Transfer Certificates of Title
covering the leased properties.

The Lessor shall comply with its legal obligation to protect the peaceful
control, occupancy, possession, and use of the leased premises by the Lessee during the
term of this contract and during the period within which the Lessee is obliged to vacate
the leased premises against all claims by any person or entity on the leased premises.
Furthermore, the Lessor shall defend and uphold the rights of the Lessee or its
successors-in-interest, assignees, transferees against any and all persons whomsoever.

13.2. If the leased property is co-owned, pro-indiviso, by two or more co-

owners, the Lessor warrants that the representative or representatives of the co-owners
is/are properly authorized by a Special Power of Attorney to enter into this contract;
that there is no controversy of any kind over the ownership or share of the co-owners
over the interest between or among the co-owners exist.

The Lessor shall hold the Lessee free and harmless from any liability
arising from any controversy arising between or among the co-owners of the leased
property.
 13.3. The Lessor warrants that the leased property is free from any hidden
defects that may render the purpose for which the Lessee entered into this contract
impossible or unduly cumbersome.

The Lessor warrants that the nature of the land and its topography, its
underground is suitable for the construction of the fuel station and all structures
concomitant or incidental for the operation of the fuel station. The Lessee shall not be
held accountable for any damage, hurt or harm that may result, directly or indirectly,
from the natural characteristics of the leased property in relation to the improvements
introduced thereon, including the construction of the gas station.

Consequently, the Lessor shall hold the Lessee free and harmless from any
liability that may result from natural characteristics and condition of the leased
property, including fortuitous events.

13.4. In the event that the operation of the fuel station is suspended or cancelled
due to reasons attributable to the Lessor (including but not limited to: failure or refusal to
obtain the necessary permits and clearances from the national or local governments pertaining to
the Lessor, any controversy arising between or among the co-owners of the leased premises, from
the natural characteristics and topography of the leased property) the Lessee shall have the
right to withhold lease payments until the operation or construction of the fuel station
has resumed and/or to have the lease term extended for a period equivalent to the
duration of non-operation without any increase in the monthly rental.

However, if the Lessor fails and/or refuses to perform or cause the

necessary actions for the immediate resumption of the operations of the fuel station
within a non-extendible period of ninety (90) days, the Lessee may pre-terminate the
lease without any penalty including the return of the security deposit and the
unconsumed advance rental paid by the Lessee, and the undepreciated capital
expenditures, as the case may be.

13.5. Further, in the event of any order, rule, regulation, law, or other
circumstance restricting or limiting the use of the leased premises, such expropriation,
road-widening, fortuitous event, or others of analogous circumstance, the Lessor agrees
that it shall grant, in favor of the Lessee relief in the form of decrease in rentals,
moratorium on lease payments, and other forms of assistance. Such relief as granted
shall continue to only for the period during which the restriction or limitation affects
the use of the leased premises.

However, should such event render the fuel station permanently

inoperative,the Lessee may terminate the Lease and the Lessor shall immediately return
the security deposit including the unconsumed advance rental without any need of
demand.

14. ARBITRATION CLAUSE

14.1. Any action arising from any dispute, controversy, or claim regarding this
contract of lease or any other issued incidental to said contract shall be brought solely
and exclusively in the arbitration office in Pasig City, to the exclusion of other
arbitration offices.

14.2. All settlements reached upon by the parties shall be reduced into writing
and signed by the representatives of each party having a duly executed Special Power
of Attorney for that purpose.

15. VENUE

15.1. In case the arbitration process fails or if the settlement reached after the
arbitration proceedings cannot be enforced, the parties hereby agree that the issue,
controversy, or claim shall be brought solely and exclusively before the courts of proper
jurisdiction of Pasig City, Philippines.

16. APPLICABILITY

15.1. All terms and conditions as contained in this instrument evidencing the
contract between the parties herein shall be binding upon and shall inure to the benefit
of the Lessor, the Lessee, their respective heirs, assigns, representatives, successors-in-
interest, or transferees.

15.2. As such binding effect, no heirs, assigns, representatives, successors-in-

interest, or transferees of the parties herein shall be allowed to repudiate, renounce or
disregard the provisions of this contract to the prejudice of the parties herein.
17. VIOLATIONS OR BREACH OF THE CONDITIONS OF THE CONTRACT

17.1. Violations of the terms and conditions contained in this instrument shall
be settled by the parties in the earliest possible time.

17.2. Thirty (30) days after the written notice is served to the Lessee, or its
representative, of the violation of any of the terms and conditions as provided herein,
the Lessee shall forthwith voluntarily and consciously comply therewith or voluntarily
vacate the leased premises without the necessity of any judicial action to that effect.

18. PRE-TERMINATION OF THE CONTRACT OF LEASE

18.1. Should the Lessee desires to terminate this contract of lease before the
designated date of its expiration, the Lessor shall permit the Lessee to do so and the
latter shall withdraw from this contract provided that the Lessee gives the Lessor one
(1) month prior written notice and forfeits to the Lessor the security deposit stipulated
above and with the condition that upon an inspection to be conducted by the Lessor,
the leased premises is found to be undamaged and unimpaired, save for ordinary wear
and tear.

18.2. In addition, all improvements and structures (except movable furniture,

fixtures, and equipment) shall be left behind to be considered the property of the Lessor
without any liability or compensation from the Lessee.

19. RETURN OF THE PREMISES

19.1. Upon the expiration of the contract of lease, there being no extension
granted by the Lessor, the Lessee shall immediately vacate the leased premises and
return the control and possession thereof to the Lessor.

19.2. In case the Lessor pre-terminates this contract, it shall obtain from the
Lessee a written consent to effect such pre-termination. Should the parties fail to renew
or extend the period of this contract, all immovable property with the exceptions as
stated elsewhere in this instrument shall become the property of Lessor upon expiration
of the contract.

19.3. The Lessee undertakes to return the premises to its condition prior to the
celebration of this contract of lease as far as reasonably possible.

20. THIRD PARTY LIABILITY

20.1. The Lessee shall hold the Lessor free and harmless from any damages or
liability or responsibility to any person or property while on the leased premises unless
caused by the wilful acts or omissions or gross negligence of the Lessor, its employees,
agents, licensees,or contractors.

21. INSPECTION

21.1. The Lessor leases the above-described property on an “as is basis.” The
Lessee hereby declares that the leased property has been properly inspected prior to the
execution of this contract.

21.2. The Lessee hereby declared that the property is in good condition and that
the property is clear of any obstruction that could stymie the construction of the fuel
station and other structures necessary for the operation of the gas station.

22. TRANSFER OF INFORMATION

22.1. The Lessor hereby consents to and authorizes the transfer, disclosure and
communication any information relating to the lease or any information related
therewith as may be required by any law or by judicial decree.

22.2. The Lessor hereby holds the Lessee free and harmless from any liability
that may arise from any transfer, disclosure or storage of information pursuant to this
provision.

23. AMENDMENTS TO THE CONTRACT

 23.1. This instrument and any other terms and conditions stated herein
constitute the entire agreement of the parties and said instrument may be amended or
modified accordingly but only by an instrument in writing duly signed by both parties
or their representatives. The amendment or modification shall take effect only after the
necessary formalities have been accomplished by the parties.

23.2. This contract supersedes and renders ineffectual any and all agreements,
whether oral or in writing whether previously agreed upon and entered into between
the Lessor and the Lessee covering the above described leased premises subject of this
contract.

23.3. In case of any conflict between the provisions of Section A (Specific

Conditions) and those of Section B (General Conditions), the former shall prevail.

24. WARRANTY OF THE LESSEE

24.1. The Lessee shall faithfully comply with all laws,ordinances, rules and
regulations relating to fire and safety, sanitation, environment, peace and order,
including the National Building Code.

IN WITNESS WHEREOF, the parties have hereunto set their hands this ____ day
of __________ 2019, in Pasig City, Philippines.

LESSOR LESSEE

SIGNED IN THE PRESENCE OF:

________________________________ ____________________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

 ) S.S.

BEFORE ME, a Notary Public, this _____ day of _______________, 20___ in

__________________, personally came and appeared the following with their respective
competent evidence of identification:

Name Identification Date & Place of Issue

SEAOIL PHILIPPINES, INC.

TIN: 005-054-970-000
JEROME T. EVANGELISTA

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

The foregoing instrument relates to a Contract of Lease, consisting of sixteen (16)

pages including the page on which this acknowledgment is written, and has been
signed by the parties and their instrumental witnesses, and sealed with my notarial seal.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial

seal on the data and place above written.

Notary Public
Doc. No. : _______;
Page No. : _______;
Book No.: _______;
Series of 20___.