World Moto, Inc.: Exhibit 10.3 - Filed by newsfilecorp.com






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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.




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     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.




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     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.




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     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.




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     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);




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                    (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 ;




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               (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.




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     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
  






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