EX-10.2 5 filename5.htm

 

Exhibit 10.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 

 

The Chang, Chia-Ching Notary Public Office, Taiwan Shilin District Court, Republic of China

 

Address: 1F, No. 14, Ln. 74, Daxi Rd., Shilin Dist., Taipei, Taiwan (R.O.C.)

Tel: 02-2883-5023　Fax: 02-2881-8036

 

Original notarial certificate

 

No.: 2021-Shih-Yuan-Ming-Kung-Ching-Tzu-10168

 

Lessor Ping Wei Co.  
  Uniform Business ID number: 53765118  
  Domiciled at 4F, No. 408, Ruiguang Road, Neihu District, Taipei City, Taiwan (R.O.C.)
     
Representative HSIEH, CHEN-AN  
  Male　Born on April 6, 1966 National ID card No.: Q120034882
  Domiciled at 4F, No. 408, Ruiguang Road, Neihu District, Taipei City, Taiwan (R.O.C.)
     
Lessee VS Media Ltd.  
  Uniform Business ID number: 54338424  
  Established at 8F, No. 23, Lane 21, Section 6, Minquan East Road, Neihu District, Taipei City, Taiwan (R.O.C.)
     
Representative HUANG, YA-FEN  
  Female　Born on July 18, 1973 Hong Kong Passport No.: KJ0558606
  Domiciled at 7F-1, No. 172, Fuxing North Road, Zhongshan District, Taipei City, Taiwan (R.O.C.)
     
Agent HUANG, YU-CHUN [MARUKO]  
  Female　Born on May 26, 1981 National ID card No.: A224279797
  Domiciled at 3F, No. 41, Lane 370, Longjiang Road, Zhongshan District, Taipei City, Taiwan (R.O.C.)

 

Juridical acts or facts related to private rights as requested for notarization:

 

With regard to the property rental between the foregoing requesters, both parties state that they have reached an agreement to enter into a property lease contract so as to abide by the terms and conditions contained therein. The notarization thereof is hereby requested for the purpose of securing legal protection in order to avoid litigation and disputes.

 

Purport of the notarization:

 

  (1) The requesters’ statements on the content to be notarized: the Lessor and the Lessee have entered into a Property Lease Agreement as attached hereto, and both Parties have agreed to all the terms and conditions (including the stipulations on matters forthwith subject to compulsory enforcement) and are willing to properly fulfill such.

 

 
 

 

  (2) Exercise of the notary public’s power of elucidation, and the representations made by both Parties:

 

    1. The notary public explained to both parties on the spot that, according to the provisions of Article 440 of the Civil Code: “If the lessee delays paying the rental, the lessor may fix a reasonable deadline and notify him to pay. If the lessee does not pay within such deadline, the lessor may terminate the lease. If the thing leased is a house, the lease cannot be terminated so long as the total rental in arrears does not correspond to two months, the provisions of the preceding paragraph shall not be applied. The rental is agreed to pay at the commence of the period, the lessor may terminate the lease only as the rental delays paying more than two months.” In addition, according to the provisions of Article 100, Subparagraph 3 of the Land Act, the lessee may take back the house when the cumulative amount of house rental which the lessee has failed to pay exceeds the equivalent of two months’ rental, after the entire cash deposit has been used to counterbalance the amount in arrears.
    2. According to Article 14 of this Lease Agreement, both parties agree that “In case of any of the following circumstances occurring to Party B, Party A may terminate the lease: The total amount of the rent in arrears has reached two months of the rent, in which the rent is agreed to be paid at the beginning of each term (month), the delay in the payment has been over one month and Party B has still failed to make the payment within a reasonable time after receiving Party A’s demand notice.” The notary public explained the aforementioned provisions of the Civil Code and the Land Act to both of the requesters. Both the requesters expressed their understanding of such provisions, but nevertheless still insisted on the agreement that they had already entered into, and then requested that the notarization of the lease contract be continued.

 

  (3) The notary public examined the documents related to the Property Lease Agreement as well as the identity documents of the attendees, etc., all of which were consistent. Thus, this notarial certificate is hereby prepared according to the parties’ statements regarding their agreement. The House Lease Agreement is attached hereto, and the requesters (where the agent of the requester is present on behalf thereof, it is carried out by the agent) have affixed the signature or seal on the notarial certificate to acknowledge their acts. It is hereby notarized in accordance with Article 2, Paragraph 1 as well as Article 13, Paragraph 1, Subparagraphs 1 and 3 and the relevant provisions of the Notary Act.

 

The purport of the agreement on being forthwith subject to compulsory enforcement:

 

With regard to the property rental amount and the penalty to be paid as stated in the contract and the property to be returned as stated in the contract upon the expiration of the term by the Lessee, as well as the security deposit to be returned by the Lessor in accordance with the lease agreement after the termination of the lease relationship, if such obligations fail to be performed, they shall all be forthwith subject to compulsory enforcement.

 

This notarial certificate was made on May 12, 2021 at 4F, No. 408, Ruiguang Road, Neihu District, Taipei City, Taiwan (R.O.C.).

 

This certificate was read aloud to or made available for viewing to those present on-site, who then affixed a signature or seal as shown below after having acknowledged the correctness thereof.

 

Lessor’s representative

[HSIEH, CHEN-AN]

 

 

 
 

 

Lessee’s agent  

[HUANG, YU-CHUN, MARUKO]

 

 

 

The notary public of the Taiwan Shilin District Court, Republic of China

 

Chang, Chia-Ching [affixed with seal]

 

 

The original was made according to the master copy at the Chang, Chia-Ching Notary Public Office, Taiwan Shilin District Court, Republic of China on May 12, 2021, and handed over to HSIEH, CHEN-AN and HUANG, YU-CHUN [MARUKO] for retention.

 

The Chang, Chia-Ching Notary Public Office, Taiwan Shilin District Court, Republic of China

 

Notary public [affixed with signature and seal]

 

 

Office address: 1F, No. 14, Ln. 74, Daxi Rd., Shilin Dist., Taipei, Taiwan (R.O.C.)

 

Tel: 02-2883-5023　　Fax: 02-2881-8036

 

 
 

 

Property Lease Agreement

 

The undersigned are:

 

Lessor: Ping Wei Co. (hereinafter referred to as Party A)

 

Lessee: VS Media Limited (hereinafter referred to as Party B)

 

As agreed by the two parties, this Agreement has been established with the terms and conditions set forth as follows:

 

Article 1: Property Description and Lease Scope

 

Property location: 9F, No. 164, Fuxing N. Rd., Zhongshan Dist., Taipei City, Taiwan (R.O.C.) (including one parking space, No. 21); scope of lease: entirety of the property.

 

Article 2: Lease Term

 

The lease period shall commence on July 9, 2021 and expire on July 23, 2024, whereas the rent exemption period for renovation is from July 9, 2021 to July 23, 2021. The rent shall be paid beginning July 24, 2021.

 

Article 3: Rental Fee Amount Agreement and Payment

 

The rent amount of NT$183,750 (tax included) shall be paid monthly from July 24, 2021 until July 23, 2024.

 

Party B shall pay the rent on the 24th of each month, without making any excuse to delay or refuse payment. On the other hand, Party A shall also not arbitrarily request an adjustment in the rent. In case of any delay in payment, Party B shall be deemed to be in violation of the Agreement. When Party B delays the rent payment, they shall pay additional interest calculated at an annual interest rate of 4% to Party A in accordance with the delayed amount.

 

Rent payment method: By check: Party B shall issue 12 checks prior to the beginning of each lease year to cover 12 monthly payments to Party A, to be cashed monthly. The rent payment claim right still exists if there is any dishonored check out of the issued payment checks.

 

Article 4: Deposit

 

Party B shall pay NT$551,250 to Party A when signing this Lease Agreement as a performance bond to secure Party B’s fulfillment of the obligations required by this Agreement. Party A shall deduct the debts owed by Party B from the deposit and refund the remaining amount of the deposit, without interest, to Party B after Party B vacates the property and returns it to Party A upon termination or expiration of the lease and moves out its household registration or business registration.

 

Article 5: Tax Sharing

 

Property-related taxes shall be paid by Party A, whereas the miscellaneous expenses covering utilities, management fees and cleaning fees incurred due to Party B’s use of the leased property along with Party B’s business-related taxes shall be paid by Party B.

 

 
 

 

Article 6: Insurance

 

Party A shall take out a fire insurance policy for the leased property, while Party B shall be responsible for other renovation, facilities, and business-related liability insurance.

 

Article 7: Restrictions on the Use of the Property

 

The property is provided for business use.

Party B agrees to abide by the Residents’ Statutes, and shall not illegally use the property or store dangerous goods which may endanger public safety. Without the consent of Party A, Party B shall not sublease, lend, or dispose of part of or the entirety of the property to a third party, or otherwise provide the property in a different form for others to use, or transfer its rental right to a third party.

 

Article 8: Lessee’s Liability and Repair

 

Party B shall exercise the due care of a good administrator to use, manage, and maintain the leased property. In the event of any damage to the leased property resulting from intentional purpose, negligence or improper use, management or maintenance, Party B shall be held liable for the damage compensation. In the event that the leased property is damaged due to natural wear and tear or natural disasters not attributable to Party B and requires repair, Party A shall be responsible for repair after being notified by Party B. However, for the parts added or processed by Party B on its own, Party B shall still be liable for repair. In the case that the damage or destruction results from the management conducted by Party B or its employees, improper use or other causes attributable to Party B, Party B agrees to restore the property to its original condition or compensate according to the current market price.

 

Article 9: Renovation of Facilities

 

If Party B intends to add or process facilities to the leased property, it shall first provide the blueprints to Party A and obtain Party A’s consent, in which Party B shall be responsible for the incurred expenses and be held liable for the management and maintenance on its own; the implementation shall not damage the building structure and or affect its safety. The property shall be restored to its original condition when Party B returns the property to Party A.

 

Article 10: Agreed Termination

 

The lease shall not be terminated until the expiration of this Agreement. If Party B intends to terminate this Agreement early, it shall notify Party A two months in advance, and pay Party A a default fine of three months rent after obtaining Party A’s consent.

 

Article 11: Return of the Leased Premises

 

After the lease expires, this Agreement shall be deemed not renewed unless otherwise agreed upon in writing by both parties to separately establish a new lease agreement. Party B shall vacate the leased property and return it to Party A when the lease expires or is terminated. It shall not make any excuse to continue the use of this leased property, nor shall it request any relocation fee or other nominal expenses. If Party B fails to vacate and return the property in a timely manner, Party A may request a default fine in the amount of one month’s rent from Party B starting from the day following the lease termination or expiration day until the day that Party A vacates and returns the property.

 

 
 

 

Article 12: Disposal of Remaining Objects

 

Any objects left behind after Party B’s relocation shall be deemed waste and disposed of by Party A at its discretion, for which the fee required by the disposal shall first be deducted from the deposit and the deficiency, if any, shall be compensated for by Party B.

 

Article 13: Addresses for Service

 

The notifications between both Party A and Party B shall be sent to the addresses stated in this Agreement or the notarization. In the event of any change, the other party shall be notified in writing.

 

Article 14: Lessor’s Termination of the Lease

 

In case of any of the following circumstances occurring to Party B, Party A may terminate the lease:

 

1. The total amount of the rent in arrears reaches one month of the rent, in which the rent is agreed to be paid at the beginning of each term (month), the delay in the payment has been over one month and Party B has still failed to make the payment within a reasonable time after receiving Party A’s demand notice.
2. Use of the leased property by violating Article 7.
3. Use of the leased property by violating Article 9.
4. Use of the leased property by violating other agreed methods.

 

 

Article 15: Lessee’s Termination of the Lease

 

1. When the property has defects which may endanger the safety and health of Party B or its cohabitants.
2. In the event that the property is damaged and requires repair and Party A shall be responsible for the repair, yet Party A still fails to complete the repair within a reasonable time after receiving Party B’s demand notice.
3. Due to the rights claimed by a third party in respect to the leased premises, Party B is not able to benefit from the use of the property as agreed.

 

Article 16: Other Matters

 

1. The rent exemption period required for the renovation begins from the day that the Agreement is signed and the key is handed over to Party B, i.e., July 9, 2021 to July 23, 2021. During this period of time, Party B shall be responsible for paying the utilities and building management fee.
2. For the air conditioning equipment affiliated with the property under a usable condition, Party A may hand such equipment over to Party B, but Party B shall be responsible for maintenance of the equipment. With regard to air conditioning bills, Party B shall share with the tenant of 9F-1 according to the consumption recorded in the electricity meter.
3. Party A shall hand over the property “as is” (as per the detailed facilities list confirmed and signed by the two parties at the time of handover), whereas Party B shall vacate and return the property in the remodeled condition. Party B shall also provide the remodeling blueprints and wiring configuration diagrams for Party A’s reference.
4. Prior to termination or expiration of the lease, Party A may bring potential lessees or purchasers to visit the leased premises. In principle, such a visit shall be made during the daytime, and both parties shall negotiate and come up with an agreed time for the visit.

 

 
 

 

5. Party B shall ensure the legal use of the leased premises and comply with the Building Act and other relevant regulations. If the leased premises are required to have fire prevention and safety inspections and administrative personnel visits or make a declaration to the competent authorities in accordance with the statutory laws and regulations, Party B shall be liable for the incurred expenses and responsibilities.
6. When the lease expires, Party B shall be given priority to negotiate the renewal of the lease. In the event that the conditions provided by Party B are the same as what are offered by a third party, Party B shall have the preemption right to the lease.

 

Article 17: Guarantor’s Joint and Several Liability

 

If Party B has a guarantor, the guarantor shall bear the joint and several liability for Party B.

 

Article 18: Matters not Covered

 

Matters not covered by the Agreement shall be subject to relevant laws and regulations as well as customs, and be fairly solved based on principles of the honesty and good faith.

 

Article 19: Other Special Matters

 

In the event that Party A is unable to hand over the property to Party B in a timely manner as a result of the current tenant’s delay in returning the property, Party B agrees to postpone the rent exemption period and the lease start date accordingly, but the lease expiration date shall remain unchanged and the property handover shall be no later than August 1, 2021.

 

Article 20: Validity of the Agreement:

 

1. This Agreement shall come into effect upon signature by both parties.
2. This Agreement is made out in triplicate, and Party A, Party B and the notary shall retain one copy each as the proof.
3. Both Party A and Party B shall jointly work on the matters in regard to the Property Lease Agreement notarization and the expenses shall be equally shared by both parties.

 

Article 21: Matters to be Compulsorily Enforced: as Stated in the Notarization

 

1. Return the property upon expiration of the lease
2. Payment of the rent and default fine.
3. Refunding of the deposit.

 

 
 

 

Parties to the agreement:

 

  Lessor: Ping Wei Co.
  Uniform business number: 53765118
  Responsible person: HSIEH, CHEN-AN
  Personal ID number: Q120034882
  Address: 4F, No. 408, Ruiguang Rd., Neihu Dist., Taipei City, Taiwan (R.O.C.)

 

  Lessee: VS Media Limited
  Uniform business number: 54338424
  Responsible person: WONG, NGA FAN
  Passport number: KJ0558606
  Address: 7F-1, No. 172, Fuxing N. Rd., Zhongshan Dist., Taipei City, Taiwan (R.O.C.)

 

  Agent: HUANG, YU-CHUN [MARUKO]
  Personal ID number: A22479797
  Address: 3F, No. 41, Lane 370, Longjiang Rd., Zhongshan Dist., Taipei City, Taiwan (R.O.C.)

 

May 12, 2021