Site Name: PH0700059

Site ID: Rachelle B. Ang’s Lot

Land Lease: 144sqm

CONTRACT OF LEASE
KNOW ALL MEN BY THESE PRESENTS:

This Contract of Lease (the “Contract”) made and executed this _____ day of
__________________ 2021 by and between:

RACHELLE B. ANG, of legal age, Filipino citizen, single and with

residential and postal address at Holyname Street, Barangay Mabolo,
Cebu City, Cebu hereinafter referred to as the "LESSOR";
-and-

DITO TELECOMMUNITY CORPORATION, a corporation duly organized

and existing under the laws of the Republic of the Philippines, with
principal address at 11th Floor, Udenna Tower, Rizal Drive corner 4th
Avenue, Bonifacio Global City, Taguig City, represented herein by its
Chief Technology Officer, MGEN. RODOLFO D. SANTIAGO AFP(Ret.)
referred to as the “LESSEE”.

(hereinafter individually referred to as a “Party” and collectively as the

“Parties”)

WITNESSETH:

WHEREAS, the LESSOR is the absolute and registered owner of the Leased
Premises, as particularly described below, located at Holyname Street,
Barangay Mabolo, Cebu City;

WHEREAS, the LESSOR has agreed to lease unto the LESSEE, and the LESSEE
hereby agrees to lease, the Leased Premises, subject to the terms and
conditions set out in this Contract;

NOW, THEREFORE, for and in consideration of the terms and conditions

stipulated in this Contract, the Parties hereby agree as follows:

1. LEASED PREMISES. The LESSORS shall lease to the LESSEE the land located at
Holyname Street, Barangay Mabolo, Cebu City, measuring 12m X 12m or ONE
HUNDRED FORTY FOUR SQUARE METERS (144 sqm) more or less, out of the
total area of SIX HUNDRED SQUARE METERS (600 sq. m.), and covered by
Transfer Certificate of Title (“TCT”) No. 107-2010001457 issued by the
Registry of Deeds of Cebu City, in the name of the LESSORS (“Leased
Premises”). A copy of the TCT is attached to this Contract as Annex “A”. The

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 land is covered by Tax Declaration No. GRC6-04-02807501, a copy of which is
hereto attached as Annex “B”. The Leased Premises is delineated as shown in
the Segregation Plan, herein attached as Annex “C”.

2. LEASE TERM. This Contract shall be for a period of TEN (10) years which shall
commence upon the start of the construction by LESSEE on actual
mobilization date (“Commencement Date”) and shall expire at midnight on
_____________.

Prior to the expiration of the first Lease Term, this Contract may be extended
for another ten (10) years on the same terms and conditions, at the sole
option of the LESSEE, upon a written notice of intention to extend not later
than sixty (60) days prior to the expiration of the term of this Contract.

3. RENTAL. For and in consideration of the use of the Leased Premises, the
LESSEE shall pay the LESSOR a monthly rental of THIRTY THOUSAND PESOS
(PhP 30,000.00), exclusive of value-added tax and withholding tax .

The LESSEE shall pay the rent for the Leased Premises on a QUARTERLY basis
not later than the 1st day of each calendar quarter by depositing the same to
the LESSOR’s bank account provided below:

BANK account name: ___________________

Bank account number: ___________________
Bank branch: ___________________

The LESSOR shall provide the LESSEE a receipt acknowledging any and all
payments at the time such payment is made.

4. ESCALATION. The Rental, as stipulated under Section 3 of this Contract, shall

be subject to a Four and a half percent (4.5%) annual escalation applicable
beginning on the Fourth (4th) year from the Commencement Date.

5. ADVANCE RENT. The LESSEE shall pay the LESSOR the sum equivalent to two
(2) months’ rent as Advance Rent upon the execution of this Contract to be
applied to the first two (2) months of the Lease Term.

6. SECURITY DEPOSIT. The LESSEE shall give a Security Deposit to the LESSOR
upon the execution of this Contract in an amount equivalent to SIXTY
THOUSAND PESOS (PHP 60,000.00) months’ rent. The Security Deposit shall
answer for any unpaid obligations of the LESSEE including unpaid rentals,
utility bills and damage to the Leased Premises due to the fault of the LESSEE.
The Security Deposit, less unpaid obligations if any, shall be returned to the
LESSEE within thirty (30) days from the physical turn-over of the Leased
Premises to the LESSOR upon the expiration or termination of this Contract.

7. USE OF LEASED PREMISES. The premises shall be used exclusively by the

LESSEE as the site for telecommunications facilities and shall not be diverted

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 to other uses without the prior consent of the LESSOR, which consent shall
not be unreasonably withheld.

8. CARE AND MAINTENANCE OF PREMISES. The LESSEE shall, at its own

expense and at all times, maintain the Leased Premises in good and
tenantable condition and shall surrender the possession of the same at the
expiration or the termination of this Contract, in the same condition upon
LESSEE’s occupancy, ordinary wear and tear excepted.

9. ACCESS AND REPAIR. LESSOR shall grant the LESSEE’s duly authorized agents,
representatives and third party contractors access to the Leased Premises
and to perform repair, maintenance, installation and upgrading works
twenty-four (24) hours a day and seven (7) days a week during the Lease
Term. The LESSOR shall be responsible for all major repairs on the Leased
Premises unless caused by the fault or negligence of the LESSEE or by any of
its employees or by any person the LESSEE shall admit into the Leased
Premises, excluding those circumstances caused by Force Majeure. The
LESSEE shall be responsible for the repairs on the Leased Premises caused by
ordinary wear and tear.

10. RIGHT OF WAY - The LESSOR, as part of its obligation under this Agreement,
hereby grants LESSEE a right-of-way for the location and installation of
electric posts, pipes, wires, passage way for personnel, motor vehicles, and
other effects as may be deemed necessary by LESSEE at least 4 meters wide,
with an area of within property’s common right of way to be reflected on the
segregation plan accordingly, more or less, within the same period stipulated
under this Agreement and its renewal/s without indemnity or compensation
by LESSEE for egress and ingress in the Leased Premises which are necessary
to the construction, installation and operation of LESSEE’s
telecommunication cell site and facilities related thereto.

11. 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. The 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, genset power charges
and water.

12. INSPECTION. The LESSEE shall, upon five (5) business days’ prior written
notice from the LESSOR, permit the LESSOR or the LESSOR’s duly authorized
agents and representatives to enter the Leased Premises and inspect the
same at reasonable hours of a business day for the purpose of determining
LESSEE’s compliance of its obligations hereunder, to exhibit the leased
premises to a prospective lessee or for any other lawful purposes.

13. FORCE MAJEURE: If whole or part of the Leased Premises shall be destroyed
or damaged by fire, flood, lightning, typhoon, earthquake, storm, riot or any
other unforeseen disabling cause of acts of God as to render the Leased

Contract of Lease Greenfield_Rev2_01152020

 Premises during the term substantially unfit for the use and occupation of the
LESSEE, then this Contract may be terminated by notice in writing to the
LESSOR, effective immediately upon receipt. The Security Deposit and any
unused Rent shall be returned by the LESSOR to the LESSEE within thirty (30)
days from the date of termination of the Contract under this Section.

14. TERMINATION. The LESSEE can terminate this Contract by giving at least sixty
(60) days’ written notice to the LESSOR. Upon the termination or expiration
of this Contract or any extension or renewal thereof, the LESSEE shall
immediately and peacefully return to the LESSOR the possession of the
Leased Premises in good, clean, sanitary and tenantable condition as when
the LESSEE received it from the LESSOR, reasonable and ordinary wear and
tear excepted. Permanent improvements which cannot be removed without
defacing the Leased Premises shall become the property of the LESSOR and
shall not be removed, except for the telecommunication facilities,
equipment, and accessories which shall remain the property of the LESSEE,
and shall be removed by the LESSEE at its expense. All damages or costs
incurred in the removal of the telecommunication facilities, equipment, and
accessories shall be for the account of the LESSEE.

15. MORTGAGE. The LESSOR hereby states that there is an existing Mortgage
Agreement over the Leased Premises between the LESSOR and
_______________________ (“Mortgagor”). In the event the LESSOR defaults
in fulfilling his/her/it mortgage obligations, and as a result thereof the
ownership of the Leased Premises is subsequently transferred to the
Mortgagor, the LESSOR hereby warrants that this Contract of Lease shall not
be terminated, instead, all rights and privileges of the LESSOR under this
Contract of Lease shall be transferred to the Mortgagor.

16. PRE-TERMINATION OF LEASE. The LESSEE may, without any penalty, pre-
terminate this Contract unilaterally, upon prior written notice to the LESSOR
should any Government Authority, local or national, refuse to grant the
necessary permits or licenses or clearances for the construction and
operation of LESSEE’s tower and equipment or if the Government should, in
any other manner, prevent the LESSEE from successfully and profitably
carrying on LESSEE’s business including failed soil investigation test or the
building fails the structural investigation.

17. VENUE OF SUIT. The Parties agree that the proper courts of Taguig City shall
have exclusive jurisdiction over any dispute or claim arising out of or in
connection with this Contract.

18. GOVERNING LAW. This Contract shall be construed in accordance with and
governed by Philippine law.

19. CONFIDENTIAL INFORMATION. No disclosure shall be made concerning the

contents of this Contract or any other agreement that may be entered by the
Parties except as may be required by law or any government authority or

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 regulatory body and only with the prior written approval of the Parties. All
information that is exchanged in relation to this Contract shall remain
confidential.

20. 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 may be 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:

Address: 11th Floor Udenna Tower, Rizal Drive cor 4th Ave.,
BGC, Fort Bonifacio, Taguig City, 1634
Email: edwin.dimanlig@dito.ph
Attention: Mr. Edwin Dimanlig

21. LESSOR’S WARRANTIES. The LESSOR warrants that he/she has legal and
peaceful possession over the Leased Premises and has full rights, title and
interests on the Leased Premises to grant the lease of the Leased Premises to
the LESSEE during the term of this Contract. The LESSOR warrants that there
are no legal obstacles to its grant of the use of the Leased Premises as a
telecommunications site to the LESSEE during the term of the Contract and
shall obtain any applicable and necessary permits to allow the use of the
Leased Premises as a telecommunications site.

22. INDEMNIFICATION. Each Party shall indemnify, defend and protect, and hold
the other harmless from and against any and all loss, claims, proceedings,
cost, damage, injury, causes of action, liabilities and expense arising out of or
related to breach of this Contract or claims of injury to or death of persons
and/or damage to property to the extent resulting from the gross negligence
of its or its agents, employees or contractors or to the extent resulting from
its willful misconduct or its agents, employees or contractors.

23. AUTHORITY. The Parties hereto represent and warrant that they have full
power and authority to enter into and perform their obligations under this
Contract. Moreover, the Parties warrant that all necessary actions, consents,
and approvals for the execution of this Contract have been taken and/or
obtained. This Contract constitutes the legal, valid and binding obligations of
the Parties to be enforceable in accordance with its terms and conditions.

24. 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. Any provision so declared
null, void or unenforceable shall be replaced within ten (10) calendar days
with valid or enforceable provisions as closely aligned with the original intent
of the Parties upon mutual agreement of the Parties.

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 25. ASSIGNMENT OF RIGHTS AND SUBLEASE. Except as to its subsidiaries and
affiliates, the LESSEE shall not directly or indirectly sublet, allow or permit the
leased premises to be occupied in whole or in part by any person, form or
corporation, neither shall the LESSEE assign its rights hereunder to any other
person or entity and no right of interest thereto or therein shall be conferred
on or vested in anyone by the LESSEE without the LESSOR'S prior written
approval which approval shall not be withheld unreasonably.

26. TAXES. All Real Property Taxes on the Leased Premises and Documentary
Stamp Tax arising from the Contract shall be for the account of the LESSOR. In
relation thereto, the LESSOR shall furnish the LESSEE adequate proof of the
payment of the said taxes every year and as may be required by the latter.
The LESSOR shall likewise provide the LESSEE of any updated tax declaration.
In the event that LESSOR has failed to pay the Real Property Taxes, this
Contract of Lease shall also serve as the Power of Attorney of the LESSEE to
pay the unpaid taxes which amount shall be deducted from any lease
payments.

27. REGISTRATION. The LESSOR shall extend its fullest cooperation to enable
LESSEE to effect the registration of this Contract with the Register of Deeds at
LESSEE’s expense.

28. EXPROPRIATION. In the event that expropriation proceedings, seizure or

other similar proceedings against the Leased Premises are instituted during
the term of this Contract or any extension or renewal thereof, the LESSEE
hereby, unconditionally, relieves and releases the LESSOR from any and all
liability out of such expropriation, seizure or other similar proceedings,
without prejudice to whatever recourse the LESSEE may have against the
expropriation authority or entity on account of damage caused to it or its
properties by reason of such expropriation, seizure or other similar
proceedings.

29. RIGHT OF FIRST OFFER/REFUSAL. Should LESSOR receive an offer for the
purchase of the Leased Premises to or from a third party, LESSOR shall
provide LESSEE a right to match the offer of a third party to purchase the
Leased Premises at the same rate. LESSOR, upon receipt of a valid offer from
a third party, shall be required to notify LESSEE in writing of the intended
sale, and provide LESSEE with the terms and conditions of said sale. Should
LESSEE state that it shall not exercise its right or otherwise fail to notify the
LESSOR within thirty (30) days from receipt of LESSOR’s written notice,
LESSOR may proceed with the sale to the third party. Any change in the terms
and conditions of the sale with the third party will require the LESSOR to
provide another written notice to LESSEE and allow LESSEE another thirty (30)
day period to exercise the Right of First Offer/Refusal. This Contract shall not
be terminated in the event of any sale to the third party of the Leased
Premises and any successor of LESSOR shall be bound by the terms of this
Contract and shall assume all obligations and liabilities of LESSOR as of the
date of transfer.

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 30. NON-WAIVER OF RIGHTS. Failure or delay of one Party to insist upon the
strict performance by the other Party of any of the terms, conditions and
covenants herein and/or to exercise any right or option herein shall not be
construed as abandonment, withdrawal, waiver or cancellation of such right,
stipulation, condition or option.

31. 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.

32. COUNTERPARTS. This Contract may be executed in two or more counterparts

and all counterparts so executed will for all purposes constitute one
agreement, binding on all Parties.

IN WITNESS WHEREOF, the Parties hereby affix their signatures on the date
above-stated.

RACHELLE B. ANG DITO TELECOMMUNITY CORPORATION

(LESSOR) (LESSEE)

By:

MGEN. RODOLFO D. SANTIAGO,

AFP(Ret.)
Chief Technology Officer

SIGNED IN THE PRESENCE OF:

____________________________ ____________________________
Signature over Printed Name Signature over Printed Name

Contract of Lease Greenfield_Rev2_01152020

 ACKNOWLEDGMENT
(For LESSOR)

REPUBLIC OF THE PHILIPPINES)

_________________________) S.S.

I certify that on this ________ day of __________ 2021, before me, a notary
public duly authorized in the city named above to take acknowledgments, personally
appeared _______________ who exhibited to me competent evidence of his/her
identity consisting of his/her ____________________ issued on _____________ by
the __________________________ and informed me that he/she is the same person
described in the foregoing Contract of Lease. Furthermore, he/she acknowledged
before me that his/her signature on the foregoing Contract of Lease was voluntarily
affixed by him/her for the purposes stated therein, and he/she declared to me that
he/she executed this Contract of Lease as his/her free and voluntary act and deed
and that he/she has the authority to sign on behalf of his/her principal.

This Contract of Lease consisting of ___________(___) pages including this

Acknowledgment has been signed on each and every page by ______________ and
his/her instrumental witness.

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 2021.

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 ACKNOWLEDGMENT
(For LESSEE)

REPUBLIC OF THE PHILIPPINES)

_________________________) S.S.

I certify that on this ________ day of __________ 2021, before me, a notary
public duly authorized in the city named above to take acknowledgments, personally
appeared MGEN. RODOLFO D. SANTIAGO who exhibited to me competent evidence
of his identity consisting of his Retired Officer Identification Card No. R16-E-21438
issued on 24 October 2016 by the Armed Forces of the Philippines (AFP) and
informed me that he is the same person described in the foregoing Contract of
Lease. Furthermore, he acknowledged before me that his signature on the foregoing
Contract of Lease was voluntarily affixed by him for the purposes stated therein, and
he declared to me that he executed this Contract of Lease as his free and voluntary
act and deed and that he has the authority to sign on behalf of the Corporation.

This Contract of Lease consisting of ___________(___) pages including this

Acknowledgment has been signed on each and every page by ______________ and
his/her instrumental witness.

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 2021.

Contract of Lease Greenfield_Rev2_01152020