CONTRACT OF LEASE

KNOW ALL THESE MEN BY THESE PRESENTS:

This Contract of Lease made and entered into between- executed and entered into this
__________________ in Quezon City, Metro Manila, Philippines by and between:

CHRISTOPHER GUILLERMA S. DIAZ, married to EDGARDO DIAZ of legal

age, Filipino citizen with residence address at 179381 Patiis Road,
MalandayGen. Luna St., Dulong Bayan 1, San Mateo , Rizal hereinafter referred
to as the “LESSOR”;

- and -

JOSEPH VELLIAGASMAXIFUEL GAS STATIONS, INC., of legal age, aFilipino

citizen with residence address 24 Kaylaweg, Sta Maria, Bulacan, hereinafter
referred to as the corporation duly organized and existing under the laws of the
Philippines, with office address at 74-B Panay Ave., Brgy. Paligsahan, Quezon
City represented by WILLIAM M. TAN, President, and hereinafter referred to as
the “LESSEE”

(Collectively referred to as “the Parties”)

WITNESSETH, That:

WHEREAS, the FIRST PARTY is the owner of the Leased Premises covering a
parcel ofthe LESSOR offers for lease unto the LESSEE and latter accepts to lease that
certain premises known as commercial (portion) situated at F. Rodriguez, Rizal, under the
following terms and conditions to wit: land containing an aggregate area of SIX THOUSAND
THREE HUNDRED FORTY SIX (6,346) SQUARE METERS, more or less, and covered by
Transfer Certificate of Title (‘TCT’) No. 009-2011004979 issued by the Registry of Deeds for
Rizal, under the name of the FIRST PARTY, situated along Mayon Ave., Barangay San Jose,
Rodriguez, Rizal, Philippines. Copies of the TCTs are hereto attached as Annex “A”.
WHEREAS, the LESSEE has offered to lease a portion of the PROPERTY
with an area of EIGHT HUNDRED (800) SQUARE METERS and the LESSOR has accepted
the offer of the LESSEE subject to the terms and conditions found in this Agreement.
WHEREAS, on the basis of and relying on the foregoing representations of the
LESSOR and the documents presented, the LESSEE offered to lease and the LESSOR has
agreed to grant the LESSEE the lease over the Leased Premises more particularly described
in the Lot Plan/Sketch Plan attached as Annex ‘B’ hereto and made an integral part hereof
for the operation of the Gasoline station;;
NOW THEREFORE, for and in consideration of the foregoing premises, the
LESSOR leases unto the LESSEE and the LESSEE hereby accepts from the LESSOR the
Leased Premises and for and in consideration of the payment of the leased rentals and the
faithful compliance by the LESSEE of all the conditions and covenants of this Contract of
Lease, subject to the following:

[1. ] THE LEASED PREMISESTERM OF LEASE – That the Thterm lease shall be for a definite
period of six (6) months commencing from November 15, 2023, to May 15, 2024. This
Lease Contract may be extendable to one (1) year at the option of the LESSOR, depending
on the payment performance of the LESSEE.e premises leased for consideration by the
LESSEE is the property located at Mayon Avenue, Barangay San Jose, Rodriguez, Rizal
covered by Transfer Certificate of Title (“TCT”) No. 009-201004979 with Tax Declaration of
Real Property (“TD”) No. _____________by the Registry of Deeds of Rizal, in the name of
the LESSOR which is attached hereto as Annex ‘C’(the Leased Premises)

[2. ] RENTALLEASE PERIOD – That monthly rental shall be THIRTY THOUSAND PESOS
(Php30,000.00) payable every 15th day of the month, monthly rental is subject to ten
percent (10%) increased upon renewal of contract. (a) The term of this Contract of Lease
shall be for a period of Fifteen five years ( 15

) years beginning upon the expiration of the rent-free grace period. and covered by an
Option to Lease Agreement (“the Lease Period”). The Fifteenfive year period shall
commence on April 15, 2020 to April 14, 2035. This Contract of Lease may be renewed
with the same terms and conditions by the parties upon written notice expressing the
desire to renew this Contract of Lease. Such notice shall be given to the other party at
least sixty (60) days before the expiration of the Lease Period.
(b) The rent-free grace period for securing the necessary permits to construct a gasoline
station shall be given to LESSEE and shall commence on October __15, 2019 until sixtwo
(26) months thereafter which shall fall on April 14, 2020.
(c) Upon the expiration of the grace period and the LESSEE fails to acquire the necessary
permits for the operation of a gasoline station, this Contract of Lease shall automatically
be cancelled, unless the LESSEE, prior to the expiration of the grace period, notifies the
LESSOR in writing prior to the expiration of the grace period that it intends to proceed with
the same Contract of Lease.
[3. ] RENTAL – (a) The monthly rental on the LEASED PREMISES shall be Forty Eight
Thousand Pesos, Philippine Currency (P48,000.00) plus VAT if applicable and less
applicable withholding taxes payable every first fifteen (15) day of the month. An
advance the rental equivalent to ThreeFour Months (34) months including postdated
checks for the remaining 89 months shall be given upon the expiration of the rent free
grace period. The LESSEE shall deduct from the gross monthly rental fees and withhold
the applicable withholding tax on all rental payments and remit the same to the Bureau of
Internal Revenue within the time prescribed by law. The rent escalation rate shall be five
percent (5%) escalation rate every other year starting on the second year . The Rent
Table is attached as Annex “D”That upon the signing of this Contract, the LESSEE shall
pay the amount of THIRTY THOUSAND PESOS (Php30,000.00)

[4. ] SECURITY DEPOSIT - The LESSEE shall pay the LESSOR a security deposit in the
amount equivalent to three months’ worth of rent or One Hundred Forty Four Thousand
(Php 144,000.00) upon the expiration of thefor the six months rent free grace period and
which shall be returned to the LESSEE by the LESSOR within Sixty (30) calendar days
from the expiration of the Contract of Lease or until the return of the subject lease
premises.
1. [5. ] UTILITIES - The accounts for water, telephone, electricity, power and other utilities shall
be registered in LESSEE’s name, and the bills shall be for the account of the LESSEE,
including their application for connections with and the installations by the utility companies.
Upon termination of this Contract of Lease, it is the sole responsibility of the LESSEE to
have the aforesaid services disconnected and cancelled.

2. [6. ] MANPOWER - The LESSEE shall secure and provide its own employees for the conduct
of its own business.

In this manner, the LESSEE shall be solely responsible, among others, for compliance with
taxation, social security, and labor standards, rules and regulations pertaining to his staff
and employees. For purposes of this Agreement, both parties herein undertake that neither
party shall offer employment to an employee of the other party unless such other party has
given its express written consent prior to such offer to that employee

3. [7. ] WARRANTIES – (a) During the existence and continuance of this Contract of Lease,
the LESSOR warrants the peaceful and continuous possession and enjoyment of the
Leased Premises by the LESSEE, and warrants that there is/are no tenant(s)/occupants
in the said Leased Premises. The LESSOR also obliges to pay for the taxes, imposts by
the dues that are presently levied or assessed on the property of the Republic of the
Philippines or by any agency, bureau, subdivision or instrumentality thereof. However,
LESSEE shall bear the taxes due on any improvement introduced on the Leased
Premises during the grace period and the Lease Period.

(b) Both parties further represent and warrant in favor of each other that:
 Each has full power, authority and legal right to execute, deliver and perform this
contract;
 This contract constitutes the legal, valid and binding obligations of the LESSOR or
LESSEE, enforceable in accordance with its term; and
 The execution, delivery and performance of this contract do not and will not violate
any provision of or result in a breach of or constitute a default under any law,
regulation or judgment, corporate documents or violate any agreement binding
upon either of them or any of their property.

(c) In addition, the LESSOR represents and warrants to the LESSEE that:
 The LESSOR is the true, absolute, and registered owner of the Leased Premises
subject of this lease and that in case of any litigation or controversy concerning the
LESSOR’s right, title, or interest over the Leased Premises, the LESSOR shall
indemnify, defend and hold harmless the right of the LESSEE under the terms and
conditions of this Contract at the LESSOR’s expense;
 The LESSOR has the absolute right to lease out the Leased Premises to the
LESSEE and shall keep the LESSEE in the peaceful possession thereof for the
duration of the Term of Lease;
 The LESSOR has paid any and all taxes, charges, assessments, dues and fees
imposable on the Leased Premises as of date of signing of this Contract. The
LESSOR shall promptly pay any and all taxes, charges, assessments, dues and
other fees imposable non the Leased Premises, if any is due and outstanding at
the time of the execution of this Contract; and
  There are no tenants, squatters, occupants, or other individuals occupying the
Leased Premises, or any portion thereof. Structures on the leased area shall be
removed by the LESSOR.

[8. ] TAXES, FEES, CHARGES– The LESSOR warrants that all taxes or government imposed
fees on the Leased Premises have already been fully paid upon the signing of this
Contract of Lease. If there are any unpaid government taxes, penalties or surcharges on
the Leased Premises at the option of the LESSEE, he may pay the same and the
LESSEE is hereby authorized by the LESSOR to pay directly the concerned government
agency, provided that such payment shall be deducted from the rentals due to the
LESSOR under this Contract of Lease.

Real property taxes due on the LEASED PREMISES for the entire duration of the Lease
Agreement shall continue to be for the account of the LESSOR. Real property taxes on
improvements, signages and machineries introduced by the LESSEE shall be for the
account of LESSEE.

All tolls, fees, license fees, and similar permits and charges and all other applicable
government fees on the products, services, and all matters related to its business and
operations shall be for the account of the LESSEE. It shall be the LESSEE’s responsibility
to pay for all relevant fees and to secure all the necessary permits and certifications from
the proper government agencies.

[9. ] USE OF THE LEASED PREMISES – (a) The Leased Premises hereby leased shall be
used for gasoline station business and any other germane or allied businesses. Further,
the Leased Premises cannot be used for purposes contrary to law, morals, good customs,
public policy, or public order. A twothree (32) meter right-of-way at the back and sides of
the Leased Property shall be made available by to LESSEE so that the LESSOR can
access the remaining portion of the property.
[10. ]
[11. ] (b) The LESSEE has the right to sub-lease any portion of the Leased Premises without
the necessity of prior consent from the LESSOR.
[12. ]
[13. ] (c) It is expressly agreed and understood that the LESSEE shall have the right to
introduce alterations, additions and improvements, renovations and repairs in such part of
the Leased Premises as the LESSEE finds necessary to suit the purpose for which the
property is leased to it, at its own expense. Any structure and fixed improvements or
alterations, of whatever nature, introduced by the LESSEE, shall at the option of the
LESSEE be removed or shall form part of the Leased Premises and shall not be removed
at the end of the lease, including any extension or renewal thereof, and the same shall
become the property of the LESSOR upon the expiration or termination of the Contract of
Lease, without need of reimbursement EXCEPT those enumerated in the succeeding
paragraph which are deemed to be exclusively owned by the LESSEE or its SUB-
Lessees.
[14. ]
[15. ] The various equipment installed, machineries, signage and other movable properties
used by the LESSEE or its SUB-Lessees in their principal business or trade, will be
exclusively owned by the LESSEE or its SUB-Lessees, even after the expiration of the
contract of lease. The LESSEE or its SUB-Lessees has the right to remove these
equipment and properties at the end of the lease.
[16. ] The LESSEE is hereby given a period of sixty (60) days the expiration of the Contract of
Lease, including any extension or renewal thereof, or from pre-termination thereof, within
which to remove its machineries, equipment, accessories as described above, which are
exclusively owned by the LESSEE or its SUB-LESSEE, for its account. In the event that
the LESSEE fails to remove the equipment within the thirty day period, the LESSEE shall
pay the LESSOR an amount equivalent to one month of the current rental rate.
[17. ]
[18. ] ABATEMENT AND REDUCTION OF RENTAL – (a) In times of war, civil commotions,
riots, acts of God, or any other causes wherein, the LESSEE is prevented from occupying
or utilizing the leased premises or be obliged to give up possession thereof, the rent shall
be abated. It is agreed, however, that until such time that the LESSEE may peacefully
reoccupy the premises. Consequently, the Lease Period shall be considered extended.
The extension shall be commensurate to the term to which the LESSEE was prevented
from occupying or utilizing the Leased Premises.
[19. ]
[20. ] (b) Should any portion of the leased premises be expropriated by the Government
without rendering the remaining portion unsuitable for carrying on the business of the
LESSEE, rent shall be proportionately reduced.
[21. ]
[22. ] WARRANTY AGAINST EVICTION – the LESSOR warrants and guarantees the
LESSEE’s peaceful and continuous use and possession of the Leased Premises during
the entire life of this contract of lease, including and extension or renewal thereof, and
warrants that there is/are no tenant(s)/occupants in the said Leased Premises. The
LESSOR acknowledges that this is a material provision of the Contract and that in case of
LESSOR’s failure or refusal to comply with this provision, the LESSEE shall have the right
to pre-terminate this lease without need of judicial action, without prejudice to the other
remedies available to the LESSEE under law.
[23. ]
[24. ] RIGHT TO ENTER AND/OR POSSESSION OF THE PREMISES – The LESSOR
warrants and undertakes that the LESSEE or his duly authorized representative(s) may
enter, work and/or take possession of the said Leased Premises or any portion thereof
after the execution of this Contract without any interference or opposition from the
LESSOR or any third (3rd) person.
[25. ]
[26. ] DEFECT IN TITLE AND DESCRIPTION – The LESSOR covenants that it is the owner in
fee simple of the Leased Premises, or has good right to lease the same. By this, the
LESSOR acknowledges that the LESSEE relied upon this representation to enter into this
Contract of Lease. The LESSOR warrants and agrees to defend his title thereto and to
reimburse and hold the LESSEE harmless for all damages and expenses, including
attorney’s fees, which the LESSEE may suffer by reason of any restriction, encumbrance,
or defect in such title, or in the description of the Leased Premises.
[27. ]
[28. ]
[29. ] SALE OF THE LEASED PREMISES AND RIGHT OF FIRST REFUSAL - The LESSEE
recognizes the right of the LESSOR to sell or otherwise convey ownership of the Leased
Premises to any other interested party, provided the LESSEE's rights under the lease are
respected. As such, the LESSOR shall cause the annotation of this Contract of Lease to
the title of the Leased Premises, the cost of which shall be on the account of the
LESSOR.
[30. ]
[31. ] The LESSEE, however, shall have, during the Term of the Contract of Lease, the right of
first refusal over the Leased Premises should the LESSOR desire to sell the same. As
such, the LESSOR shall notify the LESSEE in writing its desire to sell the Leased
Premises.
[32. ]
[33. ] NON-COMPETE CLAUSE – During the duration of this Contract of Lease, the LESSOR
shall not, directly or indirectly, introduce into the Leased Premises a business similar to
that of the LESSEE or one that is in competition with the LESSEE’s business in the said
Leased Premises, and vice versa.
[34. ]
[35. ]
[36. ] TERMINATION – (a) In case of breach, the aggrieved party may have this Contract of
Lease rescinded in accordance with law, as well as claim for damages.
[37. ]
[38. ] (b) The LESSEE may pre-terminate this Contract of Lease if the LESSEE fails to
construct and/or operate the Service Facilities or it has become impossible, infeasible or
illegal, for any reason, for the operation of the Gasoline Station, provided that 30 days’
notice is given to the LESSOR. In such an instance, the LESSEE shall bear the costs and
expenses in the removal of any improvements by the LESSEE in the Leased Premises.
The unused portion of the Advance Rental shall be immediately returned to the LESSEE.
[39. ]
[40. ] RETURN OF THE LEASED PREMISES - At the expiration or termination of the original
term of this Agreement or any renewal/extension thereof, or should the LESSEE pre-
terminate this lease within the purview of paragraph 16, the LESSEE shall promptly and
peacefully surrender the LEASED PREMISES to the LESSOR.
[41. ]
[42. ]
[43. ] SUCCESSORS AND ASSIGNS– This Contract of Lease shall be binding upon, and shall
inure to the benefit of the parties hereto and their respective successors or assigns.
[44. ]
[45. ]
[46. ] SIGNS AND ADVERTISEMENTS– The LESSEE shall be allowed to inscribe or paint
any notice, sign, or other advertising medium.
[47. ]
[48. ]
[49. ] FORCE MAJEURE – Neither the LESSOR nor the LESSEE shall be responsible for any
failure to fulfill any terms for this Agreement if fulfillment has been delayed, hindered,
interfered with, or prevented by any circumstances whatsoever which is not within the
control of the parties, as the case may be.
[50. ]
[51. ] Likewise, in the event of non-performance due to force majeure, war, revolt, and
invasion the parties shall not be held liable. The party claiming Force Majeure should
notify the other party within seven (7) days from the time or date it first knew or ought to
have known of the Force Majeure situation. A party shall cease to be relieved from
liability by reason of Force Majeure upon cessation of the Force Majeure and only on such
time that the parties shall resume the performance of their obligations under this
Agreement.
[52. ]
[53. ]
[54. ] NOTICES– (a) All notices required under this Contract of Lease shall be deemed given,
if and when personally delivered in writing to the party of its designated
 agent/representative, faxed, or mailed by/through reputable courier service or by means
of electronic mail, return receipt requested, postage prepaid, and properly addressed.
Such notices shall be deemed given upon three (3) business days after mailing. Notices
shall be addressed as follows:
[55. ]
[56. ]
[57. ]
[58. ]
[59. ]
[60. ] If to the LESSOR:
[61. ] GUILLERMA S. DIAZ
[62. ] 381 Gen. Luna St., Dulong Bayan 1,
[63. ] San Mateo, Rizal
[64. ]
[65. ]
[66. ] If to the LESSEE:
[67. ] MaxiFuel Gas Stations, Inc.
[68. ] Attention: William M. Tan
[69. ] National Road, Bangiad
[70. ] San Juan, Taytay, Rizal
[71. ]
[72. ]
[73. ] VENUE OF LEGAL ACTIONS – In case of lawsuit between the parties arising from their
contractual relations under this Contract of Lease, the same shall be filed exclusively to
any court of competent jurisdiction located in the CityMunicipality of CaloocanSan Mateo,
Metro ManilaRizal.
[74. ]
[75. ] ATTORNEY’S FEES – In case if any of the parties resort to judicial action base upon or
in connection with this lease contract. The party adjudged to be at fault hereby agrees to
pay the attorney’s fee equivalent to twenty five (25%) percent of the total amount involved,
but not less than Fifty thousand (Php 50,000.00) pesos plus all court expenses and costs
of litigation.
[76. ]
[77. ] SEPARABILITY CLAUSE – Invalidation of any one of the terms, conditions, restrictions
or other provisions contained herein by judgement or court order shall in no way affect
any of the other terms, conditions, restrictions or provisions hereof, and the same remain
in full force and effect.
[78. ]
[79. ] CONTRACT MODIFICATION – No modification or alteration of this Contract shall be
considered as having been made unless executed in writing and duly signed by the
parties hereto. If any part thereof be declared null and void by competent authority, the
other part not affected shall thereby remain valid and binding between the parties.
[80. ]
[81. ] ASSIGNMENT – This Contract shall not be assigned or transferred by either party,
directly or indirectly, without the other party’s previous consent in writing.
[82. ]
[83. ] WAIVER AND NOVATION – No waiver by the parties, or failure by the parties to require
performance by one against the other of any of the terms of this Agreement or other
forbearance or indulgence granted as shown to each other shall release, discharge, or in
any manner affect or prejudice the right of either party at any subsequent time to require
strict and full performance by one against the other of any or all of its obligations herein.
[84. ]
[85. ] LESSEE’S COVENANT (a) Observe and comply with any and all reasonable rules and
safety regulations which may be promulgated from time to time by the LESSORS for
administrative use and occupancy of the LEASED LOT.
[86. ]
[87. ] (b) Allow the LESSORS or its authorized representative at reasonable time to enter upon
and examined the LEASED LOT for the purpose of sanitary and safety inspection to
monitor and ensure compliance with the conditions of this Contract.
[88. ]
[89. ] (c) Maintain the LEASED LOT in a clean and sanitary condition, free from obnoxious
odor and disturbing cases.
[90. ]
[91. ] (d) Be responsible at all times for all the acts dones, damages, injuries, death and other
crimes, caused by the guests and other persons allowed aceess to the LEASED LOT.
The LESSEE assumes full responsibility for any damage which may be caused due to the
LESSEE’s gross negligence, fraud or error to the person or property while remaining
either casually or on business in any part of the LEASED LOT.
[92. ]
[93. ] (e) Shall hold the LESSOR free from any claim for losses or damages suffered by the
LESSEE’s visitors, clients or customers arising from pilferage, theft or robbery.
[94. ]
[95. ]
[96. ] NON-LIABILITY OF THE LESSOR – The LESSOR shall not be liable for any loss,
damage or inconveniences which the LESSEE may sustain in the LEASED LOT due to
any cause whatsoever including the ff:
[97. ]
[98. ] (a) Leakage, defect or destruction of any water supply, telephone, gas, electrical or
plumbing installation or facilities in or about the LEASED LOT;
[99. ]
[100. ] (b) Absence, failure breakdown or insufficiency of water supply, telephone services, or
electric current;
[101. ]
[102. ] (c) Presence of bugs, ants, termites, rats, vermin or insects of any kind of nature in the
LEASED LOT;
[103. ]
[104. ] (d) Water or rain which may come or enter into or flow to any part of the LEASED LOT.

4. [105. ] ENTIRE AGREEMENT-The parties agree that this Contract of Lease is the complete
and exclusive statement of the agreement between the parties and supersedes all
proposals or prior agreements, oral or written, and all other communications between the
parties relating to the subject matter of this Contract of Lease. Should any part of this
Contract of Lease is declared to be inoperative, unenforceable, invalid, or void, the
remaining terms and conditions not otherwise affected by such declaration are deemed
valid and standing.
[106. ]
IN WITNESS WHEREOF,the parties hereunto set their hands at the place first above written on
this day of .202319.

CHRISTOPHER GUILLERMA S. DIAZ JOSEPH VELLIAGASMAXIFUEL

GAS STATION INC.
_______________________ __________________________
LESSOR LESSEE

SIGNED IN THE PRESENCE OF:

Christopher Diaz Edwin Jose

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

CITY OF MARIKINA ______ )S.S.
x------------------------------------------------x

BEFORE ME, Notary Public for and in the City of ____, Philippines, on this ___ day of
______________ 202318, the following persons personally appeared, presenting their
respective competent evidence of identity which are as follows:

Name Evidence of Identity Place/Date Issued Valid Until

Christopher S. DiazGuillerma Diaz
Joseph VelliagasWilliam Tan

known to me and to me known to be the same persons who executed the foregoing instrument
and have acknowledged to me that the same are their free and voluntary act and deed of the
corporation herein represented.

This instrument refers to a CONTRACT OF LEASE over a parcel of land located at

______________________ and consists of SEVEN (37) pages including this page on which this
acknowledgment is written and signed by the parties and their instrumental witnesses on each
and every page hereof.

WITNESS MY HAND AND SEAL at the place and on the date first above
written.

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ANNEX ‘D’

BAS ESCA
YEAR E RATE LATION VAT Total EWT NET
1
48,000.00 5,760.00 53,760.00 (2,400.00) 51,360.00
2
50,400.00 5% 6,048.00 56,448.00 (2,520.00) 53,928.00
3
50,400.00 6,048.00 56,448.00 (2,520.00) 53,928.00
4
52,920.00 5% 6,350.40 59,270.40 (2,646.00) 56,624.40
5
52,920.00 6,350.40 59,270.40 (2,646.00) 56,624.40
6
55,566.00 5% 6,667.92 62,233.92 (2,778.30) 59,455.62
7
55,566.00 6,667.92 62,233.92 (2,778.30) 59,455.62
8
58,344.30 5% 7,001.32 65,345.62 (2,917.22) 62,428.40
9
58,344.30 7,001.32 65,345.62 (2,917.22) 62,428.40
10
61,261.52 5% 7,351.38 68,612.90 (3,063.08) 65,549.82
11
61,261.52 7,351.38 68,612.90 (3,063.08) 65,549.82
12
64,324.59 5% 7,718.95 72,043.54 (3,216.23) 68,827.31
13
64,324.59 7,718.95 72,043.54 (3,216.23) 68,827.31
14
67,540.82 5% 8,104.90 75,645.72 (3,377.04) 72,268.68
15
67,540.82 8,104.90 75,645.72 (3,377.04) 72,268.68