Lease Agreement


 


Contract Ref. No: TSP/LP/039-56


 


This Agreement
is made on 24 December 2013 at National Science and Technology Development Agency located at 111 Thailand Science Park, Phahonyothin
Road, Khlong Nueng, Khlong Luang, Pathum Thani 12120, Thailand, by and between


 


National
Science and Technology Development Agency, represented by Mr.Janekrishna Kanatharana, the Vice President of National
Science and Technology Development Agency who is authorized to enter into this Agreement according to National Science and Technology
Development's Order No.221/2556 dated 24 September 2013 and its authorized person according to the power of attorney No.149/2555
dated 16 August 2012 (hereinafter referred to as the “ Lessor”) as the one part, and


 


World Moto
Co.,Ltd., registered as juristic person according to the Civil and Commercial Code, Registration No.0115556002842 Registration
Date 4 February 2013 represented by Mr.Christopher Louis Ziomkowski, having its principal place at 131 Moo 9, Innovation
Cluster 1 Building, 2nd Floor, Room INC1-214, Phahonyothin Road, Khlong Nueng, Khlong Luang, Pathum Thani, as
detailed in the Certification No.100922043077 dated 31 July 2013 attached to this Agreement herewith (hereinafter referred
to as the “Lessee”) as the other part.


 


Whereas the
Lessee intend to lease some part of area of Innovation Cluster 2 building, Tower D, whereas the Lessor intend to get the
Lessee lease the premise for “Development of design, firmware, engineering of new products including Moto- Meter, Wheelies/Circulars,
Supervision, and transferring of related technology to manufacturers” purpose only.


 


Now therefore,
the parties hereby agree as follows :


 


1. The Lessor
agrees to lease out, and the Lessee agrees to take on lease of, a certain amount of area within Innovation Cluster 2 building,
Tower D, located at 141 Thailand Science Park, Phahonyothin Road, Klong 1, Klong Luang, Pathumthani, Thailand (hereinafter
referred to as the “Building”), Room No. INC2D-416, INC2D-417 and INC2D-418 as detailed in a layout
attached to this Agreement (hereinafter referred as the “Premises”). The Lessee shall use the Premises
for “Development of design, firmware, engineering of new products including Moto-Meter, Wheelies/Circulars, Supervision,
and transferring of related technology to manufacturers” purpose only (hereinafter referred to as the “Purpose”).
The Lessee shall use the following name for its business place: World Moto Co.,Ltd.


 


The term of
the lease is 35 months 7 days which will be commencing on 25 December 2013 and ending on 30 November 2016 (hereinafter
referred to as the “Lease Term”).


 


During the
Lease Term, in the case that the Lessee would like to change the purpose of the lease or the name of its business place under paragraph
one, the Lessee shall obtain prior written consent from the Lessor.


 




    	 



    	 



    

 


2. For consideration
of the lease, the Lessee shall to pay rentals in respect of the Premises to the Lessor at the office of the Lessor as specified
in this Agreement Room No. INC2D-416, INC2D-417 and INC2D-418 in amount of Baht 200.00 (Two Hundred Baht Only) per one square metre
per month, totally amount of Baht 52,484.00 (Fifty Two Thousand Four Hundred Eighty Four Baht Only) per month. The rentals
will be charged to the Lessee and the Lessee shall pay rentals to the Lessor in advance within the 10th (tenth) day
of every month. However, the Lessor agrees to waive rentals after the Lessor has delivered the promises to the Lessee since 25
December 2013 until 24 February 2014.


 


In the event
that the Lessee fails to pay rentals in amounts and at the times specified above, the Lessee shall pay a penalty to the Lessor
at the rate of 1.5% (one point five percent.) per month of the outstanding rentals from the due date of such outstanding rentals
until the Lessee has paid full payment of such outstanding rentals.


 


3. On the
signing date of this Agreement, the Lessee shall provide a performance security in an amount of Baht 157,452.00 (One Hundred
Fifty Seven Thousand Four Hundred Fifty Two Baht Only) to the Lessor in cash to guarantee the Lessee’s obligations and
liabilities on the rental fee, penalty, damages and any other cost under this Agreement. The Lessee permits the Lessor to deduct
such debts from the performance security without giving prior written notice to the Lessee. In case that the performance security
is not sufficient to satisfy such debts, the Lessee shall be responsible for paying the remaining amount to the Lessor within 15
(fifteen) days from the date of receipt the notice from the Lessor.


 


In the event
that the amount of such performance security decreases for any reason, the Lessee shall, within seven (7) days upon the date the
Lessor issuing a written notice to the Lessee, provide the Lessor with any additional amount of performance security such that
the total amount of performance security shall at all times be maintained at that required amount.


 


The Lessor
shall return such performance security under paragraph one without any interest to the Lessee within sixty (60) days from the ending
date of this Agreement and such amount of performance security shall be equal to the amount less any debts that the Lessee is required
to pay to the Lessor.


 


No amount
of performance security shall be considered or deemed to be as rentals paid in advance for the purposes of this Agreement.


 


4. The Lessor
shall issue a notice to deliver the Premises to the Lessee at the beginning of the Lease Term under Clause 1. Where the Lessee
fails to come to the Premises at that time to accept such delivery of the Premises, it shall be deemed that the Lessee breaches
of this Agreement and the Lessor shall have the right to terminate this Agreement and claim for the damages from the Lessee.


 


5. In case
that the Lessee would like to decorate the Premises after the Premises are delivered to the Lessee under Clause 4, the Lessee shall
have to propose any design, plan, drawing and details concerning to the decoration of the Premises to the Lessor for prior approval.
In this connection, the Lessor shall consider the Lessee’s proposal and then inform the outcome in written notice to the
Lessee within 7 (seven) days from the date of receiving of the Lessee’s proposal.


 


The Lessee
shall comply with the rules and recommendations relating to the work for the Premises’ decoration issued by the Lessor. In
the event that the Lessee breachs such rules and recommendation, the Lessor shall notify the Lessee to comply with such rules and
recommendation and the Lessee shall have to do so immediately with the Lessee’s cost.


 




    	 



    	 



    

  


6. The Lessee
shall take possession and use the Premises with due care and in an ordinary manner expected of ordinary persons and shall at its
own costs repair and maintain the Premises in good, secure, clean and orderly conditions conducive to lease.


 


The Lessor
at its own cost shall be responsible for repair and maintain the systems of the Premises and the Building for ordinary uses.


 


7. The Lessee
shall properly and orderly use the Premises and properties owned by the Lessor in the Building and shall not do, nor allow to be
done, any act or thing in the Premises and the Building which is illegal or against the public order or results in loss, damage,
inconvenience or nuisance to the Lessor or any other persons in the Building.


 


8. The Lessee
shall not change, supplement, adjust, repair or fix the Premises without prior written consent from the Lessor.


 


9. In no case
shall the Lessee place any object or material which weighs more than 500 (five hundred) kilograms per square metre on or in the
Premises.


 


10. The Lessee
shall not place or leave any object which blocks any elevators’ entrances and exits, pathways, staircases, fire stairways
or any other places outside the Premises except prior written consent from the Lessor.


 


11. The Lessee
shall load or unload its goods, furniture, equipment, decorative materials or any belongings which are in a large quantity into
or out of the Building only through the entry and exist points, along the directions and at the times to be specified by the Lessor.
The Lessee shall use elevators for such loading and unloading only when it obtains prior written consent from the Lessor.


 


12. The Lessee
shall not bring animals, insects, bio-material, hazardous materials, nuclear object and any other dangerous things into the Premises
and the Building, except that the Lessee may do so for the purposes of Clause 1 and after the Lessee obtains prior written consent
from the Lessor.


 


13. The Lessee
shall carry animals, insects, bio-material, hazardous materials, nuclear object and any other dangerous things in and out of the
Building only after it informs the Lessor in advance at least 3 (three) business days and obtains prior written consent from the
Lessor.


 


14. The Lessee
shall not do anything harmful to health or cause smell or noise which bothers the other persons in using the Building.


 


15. The Lessee
shall dispose of rubbish and garbage within the Premises on a regular basis and ensure that no water pipe will be clogged.


 


16. In case
that the operation and proceeding of the Lessee and the Lessee’s attendant will cause pollution and sewage and be trouble
and nuisance to the Lessor and any other persons outside the Premises, the Lessee shall inform the Lessor by written notice of
such operation and proceeding, including the details of such pollution or sewage and the appropriate measures to be used for dispose
of such pollution or sewage in order to ask for the Lessor’s approval before starting such operation and proceeding. However,
the Lessee shall take at its own costs for the disposal of such pollution and sewage in accordance with the standards issued by
the Lessor.


 




    	 



    	 



    

  


In the event
that the Lessee fails to comply with the conditions as stipulated in the above paragraph, the Lessor may take its right to do by
itself or hire the third party to proceed instead. In this regards, the Lessee shall be responsible for all costs or charges incurred.


 


17. At all
time during possession of the Premises and/or staying in the Lessor’s area, the Lessee shall strictly observe and comply
with the Lessor’s conditions, requirements, rules, orders, and/or regulations which are related to the lease, such as the
safety and environment, the occupational health, or human research regulations, whether now existing or issued in the future.


 


18. In its
business operations, the Lessee shall not use any name or statement which by its nature is the same as or similar to any name of
the Lessor, the Thailand Science Park or any other buildings within the Thailand Science Park.


 


19. The Lessee
shall not post any board, advertisement, announcement or name in the Premises or in the Building in a manner which can be viewed
by any person, except where the Lessee posts any board showing its name, its business nature or activity conducted within the Premises
and the Lessee obtains a prior written consent from the Lessor for such posting.


 


20. The Lessee
shall be responsible for any fault of its employees, contractors, agents, customers, attendants or visitors and shall control such
persons not to cause any damages, trouble or nuisance to the Lessor or any other persons in the Building. If such persons cause
any damage to the Premises, the Building or any other properties of the Lessor or the other persons, the Lessee shall have to indemnify
for such damage incurred to the Lessor or the other persons.


 


21. The Lessee
agrees that the Lessor or its agents may enter the Premises for the purposes of inspection, maintenance and repair the Premises
or any fittings in the Premises at reasonable causes, and in each such case, the Lessor shall inform the Lessee not less than three
(3) business days in advance.


 


In an emergency
case, the Lessee shall permit the Lessor or its agents to enter the Premises to do any necessary act at all time without prior
written notice by the Lessor.


 


22. Throughout
the period of three (3) months prior to the end of the Lease Term, the Lessee agrees that the Lessor may post any announcement
seeking for a lease of the Premises and that the Lessor may accompany any potential the Lessee to enter and view the Premises at
any reasonable time.


 


23. The Lessee
shall procure that no action of the following nature will be taken in the Premises, unless approved in writing by the Lessor in
advance:


 


(i)
preparation, storage or cooking of food for eating or commercial purposes;


 


(ii)
storage, maintenance, retaining or possession of any cargo or material which may cause danger, explosion or burning;


 




    	 



    	 



    

  


(iii)
using the Premises for intention of overnight living.


 


24. Throughout
the Lease Term, the Lessee shall take out the following types of insurance from an acceptable insurer and with the following insured
amounts :


 


(i)
The Premises with insurance in the category of “All Risks Insurance” and “Fire Insurance” in insured amount
not less than Baht 5,248,400.00 (Five Million Two Hundred Forty Eight Thousand Four Hundred Baht Only);


 


(ii)
Insurance in the category of “ Third Party Liability” or “Public Liability” in insured amount not less
than Baht 1,049,680.00 (One Million Forty Nine Thousand Six Hundred Eighty Baht Only).


 


The insurance
policy shall be specified the Lessor as the beneficiary and the Lessee shall deliver the certified copy of insurance policy to
the Lessor within 30 days after 25 December 2013.


 


25. The Lessee
shall comply with suggestions of the insurer, officers of the Lessor and fire fighters in taking precautionary measures to prevent
loss or damage of the Premises and the Building.


 


26. The Lessee
shall not allow any other person to make use of, take on lease or sub-lease of, or acquire rights to, the lease in respect of any
or all part of the Premises under this Agreement except for obtaining prior written consent from the Lessor.


 


27. With the
exception of the Housing and land tax or Municipal taxes (if any) at the rate of no more than 12.5% (twelve point five percent)
of the amount of each monthly rental for which the Lessor agrees to be responsible, the Lessee shall solely be responsible to pay
any stamp duty and tax (if any) payable under this Agreement, regardless of whether such stamp duty or tax is imposed by law as
at the date of this Agreement or in the future and notwithstanding that such stamp duty or tax may be specified by law to be payable
by the Lessor.


 


28. In the
event that the Lessee fails to comply with any or all of the terms and conditions of this Agreement, the Lessor shall have the
right to terminate this Agreement immediately. Moreover, the Lessee permits the Lessor to enforce any or all measures, without
prior written notice to the Lessee, as of the followings:


 


(i)
suspend the Lessee from all utility services such as electricity, water works, telephone etc ;


 


(ii)
close the pathway and the door which are used for the Premises’ entrance and exit in order that the Lessee and its attendants
can not utilize the Premises according to this Agreement, and the Lessor can immediately possess the Premises and it shall not
be deemed that the Lessee completes delivery of the Premises to the Lessor until the Lessee shall deliver the Premises in to the
former condition as same as the Premises under Clause 1;


 


(iii)
execute the right to possess and withhold all properties of the Lessee in the Premises for guarantee for the penalty, damages and
any other cost being responsible by the Lessee and remove all properties in the Premises for storage without any responsible for
all damages or loss of such properties ;


 




    	 



    	 



    

  


(iv)
claim to the Lessee for the cost of removal and storage of all properties which are possess and withhold under paragraph (iii),
the cost of all necessary acts of the properties, and the cost of proceeding with the case, charges and any other damages (if any)
;


 


(v)
the Lessee agrees the Lessor can act necessarily on the properties which are possess and withhold under (iii) if the Lessee don’t
pay for the penalty, damages and any other cost being responsible within the time specified in a written notice for remedy the
Lessor for the penalty, damage and any other cost being responsible by the Lessee under the Lease Agreement and the service fee,
utility usage fee, penalty, damages and any other cost being responsible by the Lessee under the Services Agreement. After the
Lessor has already deducted such debts from the performance security and the money from all necessary acts, but it is not adequate
for remedy, the Lessee shall indemnify for the outstanding debt to the Lessor in full amount within fifteen (15) days upon the
date of receiving a written notice from the Lessor. If there is remaining money, it shall be returned to the Lessee without interest.


 


29. This Agreement
shall be terminated without prior written notice from the Lessor if any of the following events occurs:


 


(i)
the Lease Term according to Clause 1 comes to an end ;


 


(ii)
the Lessee is sued in bankruptcy case and the bankruptcy court issues an order accepting a petition filed by the Lessee ;


 


(iii)
the bankruptcy court issues an order accepting a petition filed by the Lessee or the Lessee’s creditors for the business
rehabilitation of the Lessee ;


 


(iv)
the Lessee permanently ceases to conduct its business, regardless as to whether or not such cessation has been registered with
any relevant authority; and


 


(v)
the Services Agreement between the Lessee and the Lessor is terminated.


 


30. This Agreement
may be cancelled by either the Lessor or the Lessee by inform another part with prior written notice not less than ninety (90)
days.


 


31. Upon the
end of this Agreement with any reason, the Lessee, at its own costs, shall have to remove the properties of the Lessee and of its
attendant out of the Premises and arrange the Premises into the former condition which is good, clean, proper and usable condition,
and then handover the Premises to the Lessor within fifteen (15) days from the ending date of this Agreement. If the Lessee fails
to do so within such specific time, the Lessee permits the Lessor to immediately possess the Premises and possess and withhold
all properties of the Lessee in the Premises and the Lessor has the right to remove the properties of the Lessee and of its attendants
and others out of the Premises without be responsible for any damages or loss of such properties. In this connection, the Lessor
shall have the right to claim for the costs of removal and storage of such possess and withhold all properties from the Lessee.


 




    	 



    	 



    

 


Furthermore,
the Lessor shall have the right to claim the penalty, damages and any other cost being responsible by the Lessee (if any) from
the Lessee and immediately enforce from the performance security under Clause 3. If the performance security is not adequate to
remedy the debts, the Lessee shall pay for the outstanding amount to the Lessor within fifteen (15) days from the date of receipt
the written notice from the Lessor. In case that the Lessor does not receive the outstanding money within such specified time,
the Lessee permits the Lessor to act necessarily on the Lessee’s properties which are possessed and withheld in order to
remedy such debts, the costs of all necessary acts, the proceeding with the case, charges and any other damages (if any). After
the Lessor has already deducted such debts from the performance security and the money derived from such necessary acts, but it
is not adequate for remedy, the Lessee shall be responsible for the outstanding debt to the Lessor in full amount within fifteen
(15) days upon the date of receipt the written notice from the Lessor. If there is remaining money, it shall be returned to the
Lessee without interest.


 


32. All notices
under this Agreement shall be given in writing and shall be deemed to have been given if delivered by one of the following means:


 


-
personal delivery to the designated representative of each of the parties


 


-
by registered mail


 


-
by fax and confirmed by the written notice to the name and addresses of the parties specified as of the followings:


 


	 	Lessor : 	Director of Thailand Science Park 
	 	 	National Science and Technology Development Agency 
	 	 	111 Thailand Science Park, Phahonyothin Road,  
	 	 	Klong Nueng, Klong Luang, Pathumthani 12120  
	 	 	 
	 	Lessee : 	Managing Director 
	 	 	World Moto Co.,Ltd. 
	 	 	131 Moo 9, Innovation Cluster 1 Building, 2nd Floor, 
	 	 	Room INC1-214, Phahonyothin Road, 
	 	 	Klong Nueng, Klong Luang, Pathumthani 12120  


 


In addition
all invoices for rental, penalty, damages and/or any other cost under this Agreement shall be deemed to have been given if the
Lessor sends electronic mail to electronic mail address of the Lessee specified as of the following:


 


	 	Lessee : Mr.Christopher Louis Ziomkowski 
	 	 
	 	Electronic mail : chrisz@worldmoto.com 


  


33. The terms
and conditions under this Agreement shall be deemed to be material, any amendment, addition, variation or cancellation of any term
or condition of this Agreement shall be made in a form of written agreement and signed by authorized person of both parties.


 


34. Any conflict
or dispute or inconsistency arisen from this Agreement which cannot be amicably resolved, the parties agree to file the case to
the mediation process or take legal act at the court which has jurisdiction in Thailand.


 


35. This Agreement
is governed by, and construed in accordance with, the laws of the Kingdom of Thailand.


 




    	 



    	 



    

  


This Agreement
is made in duplicate, one for the Lessor, and the other for the Lessee. The parties, have read, understood and accepted all terms
and conditions aforementioned.


 


IN WITNESS
WHEREOF, both parties hereto undersigned their names and seal (if any) on the date aforementioned.


 


	Signed: __/s/_ Janekrishna Kanatharana The Lessor 	Signed ____/s/_ Christopher Louis Ziomkowski  The Lessee 
	(Mr.Janekrishna Kanatharana) 	(Mr.Christopher Louis Ziomkowski) 
	Vice President 	Managing Director 
	National Science and Technology 	World Moto Co.,Ltd. 
	Development Agency	 
	 	 
	Signed: _____/s/  Noppadol Horthiwong __ Witness 	Signed: ______/s/_ Surapote Ritchim __ Witness 
	(Mr.Noppadol Horthiwong) 	(Mr.Surapote Ritchim) 
	National Science and Technology 	World Moto Co.,Ltd. 
	Development Agency