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CONTRACT OF LEASE
KNOW ALL MEN BY THESE PRESENTS:

This Contract of Lease (the “Contract”) made and entered into, by and
between:

JY COMMERCIAL CORPORATION, a corporation organized

and existing under and in accordance with the law of the Republic of
the Philippines, with principal office and place of business at 38
Dansalan St., Mandaluyong City, represented herein by its Director,
ALBERT L. YAM, hereinafter referred to as the “LESSOR.”

-and-

KNOXPORT, INC., a corporation organized and existing under and

in accordance with the law of the Republic of the Philippines, with
principal office and place of business at Unit 208, 2F Bonifacio
Stopover, 31st Cor. Rizal St., BGC, Taguig, represented herein by its
Director, MS. LINDA S. JALANDONI, hereinafter referred to as the
“LESSEE.”

WITNESSETH THAT:

WHEREAS, the LESSOR is the sole, absolute and registered owner of a

parcel of land, consisting of approximately Eight Hundred Twenty Square Meters
(Approx. 820 sq. m), situated at Pasong Tamo Cor. Vito Cruz Extension, Makati
City, covered by Transfer Certificate of Title No. 178355 issued by the Register of
Deeds of Makati City.

WHEREAS, the LESSEE is desirous of leasing from the LESSOR the

Leased Premises and the LESSOR is willing to lease the Leased Premises to the
LESSEE, subject to the terms and conditions set out herein;

WHEREAS, the LESSEE has expressed its intent to renew this agreement
under special consideration while the country is currently undergoing Community
Quarantine;

WHEREAS, the LESSOR agrees to extend to the LESSEE an exceptional

consideration while the country is currently undergoing Community Quarantine;

NOW THEREFORE, for and in consideration of the foregoing premises,

and of the following mutual covenants, undertakings, obligations, terms and
conditions, the parties have agreed, as they hereby agree as follows:

1. LEASED PREMISES: LESSOR hereby leases, lets and grants

unto the LESSEE and their successors and assigns, by way of
lease, that parcel of land covered by Transfer Certificate of Title
No. 178355 issued by the Register of Deeds of Makati City,
consisting of approximately Eight Hundred Twenty Square Meters
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(Approx. 820 sq. m), and all the improvements thereon, (the
“LEASED PREMISES”).

The LESSOR warrants that the Leased Premises is free from

tenants, lien and any encumbrances, that it has a valid and legal
right to the ownership, possession and use of the Leased Premises
and that LESSEE’s right to lease and enjoy the Leased Premises
shall not be disturbed and/or impaired in any manner whatsoever.

2. TERM-RENT: The term and rent of this lease shall have the
following conditions:

2.1) The first period of six (6) months shall commence on 01

March 2023 and expire on 31 August 2023;

2.2) For the first period, the LESSEE shall pay the LESSOR a
monthly rental of FOUR HUNDRED FIFTY THOUSAND
PESOS (PHP 450,000.00) plus VAT;

The monthly rental shall be paid at the office of the LESSOR or its
assigns, without necessity of demand, during the first ten (10)
calendar days of the month, succeeding the month to which the
rent corresponds. All checks payment shall be made payable to
JY COMMERCIAL CORPORATION unless a different payee
is designated in writing by the LESSOR.

2.3) The second period of six (6) months shall commence on 01

September 2023 and expire on 28 February 2024;

2.4) For the second period, the LESSEE shall pay the LESSOR a
monthly rental of FOUR HUNDRED FIFTY THOUSAND
PESOS (PHP 450,000.00) plus VAT per month, or SEVEN AND
ONE HALF PERCENT (7.5%) of the GROSS SALES plus VAT,
WHICHEVER IS HIGHER. In case the stipulated percentage
share in gross sale is bigger than the minimum rent, the LESSEE
shall pay the balance to the LESSOR, together with the monthly
rental. In case of default, the LESSEE shall pay a monthly
surcharge equivalent to five percent (5%) of the stipulated monthly
rental compounded monthly until fully paid as penalty for such
default.

The monthly rental shall be paid at the office of the LESSOR or its
assigns, without necessity of demand, during the first ten (10)
calendar days of the month, succeeding the month to which the
rent corresponds. All checks payment shall be made payable to
JY COMMERCIAL CORPORATION unless a different payee
is designated in writing by the LESSOR.
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3. SECURITY DEPOSIT: The LESSOR shall maintain in his

possession the previous security deposit under the prior agreement.
Hence, the parties hereby agree to maintain this clause in the prior
agreement.
“The Security Deposit is equivalent to six (6) months rent. Upon
signing of the agreement, the Security Deposit of Two Million
Seven Hundred Twenty Thousand Pesos (PHP 2,700,000.00) shall
be given, which shall be non-interest bearing as guarantee for
faithful compliance by the LESSEE of all covenants and conditions
of this contract. The Security Deposit shall be adjusted
accordingly upon a change in rental rate due to the
implementation of the escalation clause. Upon expiration of the
lease, the Security Deposit shall be returned after sixty (60) days
from termination after settlement of all utility bills. However, if the
utility bills exceed the amount of the Security Deposit, the LESSEE
shall guarantee payment of the excess amount immediately. The
Security Deposit or any portions thereof shall not in any manner
be applied for the payment of rent as they fall due. In the event of
the pre-termination by the LESSEE, the amount equal to four (4)
months rent from the Security Deposit shall be forfeited as
liquidated damages, in favor of the LESSOR. The LESSEE shall
give advance notice to the LESSOR at least sixty (60) days prior to
the pre-termination.”

4. EXLCUSIVE PURPOSE OF USE OF THE LEASED

PREMISES: The Leased Premises shall be used by the LESSEE
for such lawful purposes as the LESSEE may deem fit including,
but not limited to the construction of a building or any
improvement thereon (hereinafter referred to as the “Building”)
and to engage in the KFC restaurant business.

5. SIGNAGE: The LESSEE shall have the right without any

obligation to pay additional rent, to put signs and advertising
materials, lighted road pole sign, as well as drive-thru and
directional signs in the Leased Premises and in the common
parking areas, which the LESSEE may desire and/or deem
necessary in the conduct of its business, provided that, LESSEE
shall obtain, at its own expense, all the necessary permits and
licenses from the applicable government agencies and provided
further that, LESSEE shall be responsible for all expenses involved
in the construction, lighting up and maintenance of such signage.
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6. ALTERATIONS, ADDITIONS, IMPROVEMENTS, ETC.:

The LESSEE shall have the right to make or to remove any non-
permanent improvements on the leased premises at any time
during the term of this Contract of Lease. At the end of the Lease
Term, all buildings, permanent structures and improvements on the
leased premises shall automatically become the property of the
LESSOR without obligation of the LESSOR to reimburse or pay
the LESSEE for the cost or value thereof, provided that should this
lease be extended, such further extension shall defer the transfer of
the building, permanent structures and improvements to the
LESSOR.

Any non-permanent improvement, signage, equipment, seating and

decors within the Leased Premises, especially with the logo or
other symbols of KFC’s shall remain the sole property of the
LESSEE, during and after the expiration of this Contract of Lease.

7. PERMITS AND LICENSES: The LESSEE shall obtain, at its

own expense, all the permits and licenses required by the City
and/or the National Government for the construction of the
Building and/or operation of its business. The LESSEE, on the
other hand, shall pay the real estate taxes on the portion of the
building it uses and other improvements thereon during the period
of this Contract of Lease.

8. INSURANCE: The LESSEE shall insure the Building at its

expense during the term of this Contract.

In case of fire and/or damage to the Building preventing the full

occupancy thereof, this Contract of Lease shall be deemed
suspended and no rentals shall be paid during the period of
reconstruction which should not exceed three (3) months from
occurrence of fire and/or damage. The proceeds of the insurance
shall belong to the LESSEE which should use it for the
reconstruction or repair of the damaged Building.

9. SUBLEASE/ASSIGN, TRANSFER OF RIGHTS: The LESSEE

shall not directly or indirectly sublease, assign, transfer, convey,
mortgage or in any way encumber its right of lease over the leased
premises or any portion thereof, without written consent of the
LESSOR, except of its food-related subsidiary, namely: Kentucky
Fried Chicken, Fazoli’s, Mister Donut, provided further that it will
be housed, in the same building, as per approved plan, as above-
stated and that the rental shall be computed in paragraph stated in
clause #3.
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Any contract that may be made in violation of this clause shall be

null and void. It is expressly understood and agreed by the parties
that the personal character of the LESSEE as herein represented
and the nature of the occupancy of the leased premises as above
restricted, constitute and are the special consideration and
inducement for the granting of this lease by the LESSOR;
consequently, any violation, direct or indirect, of any of the
stipulations hereof shall automatically and unequivocally terminate
this contract of lease from the time such violation occurs, without
prejudice to any other remedy available to LESSOR under the law.

10.EXPROPRIATION AND CONDEMNATION: If the whole of

the Leased Premises or such portion thereof as will make the
Leased Premises unsuitable for the purposes leased is expropriated
or condemned due to structural damage caused by force majeure or
by the virtue of the law of eminent domain for any public use or
purpose by the government or any of its instrumentalities or
political subdivision or any public service company, then in either
of such events this Contract of Lease shall cease from the time
when possession is taken by such condemning authority and rental
shall be accounted for between the LESSOR and the LESSEE as of
the date of the surrender of possession. Such termination shall be
without prejudice to the rights of either the LESSOR or the
LESSEE to cover the compensation from the condemning
authority for any loss or damage caused by such expropriation or
condemnation. Neither the LESSOR nor the LESSEE shall have
any rights in or to any award made to the other by the condemning
authority.

11.CARE AND MAINTENANCE OF THE LEASED

PREMISES: The LESSEE shall, at its own expense, maintain the
Leased Premises in a clean and sanitary condition in compliance to
existing laws and ordinances.

12.TERMINATION OF LEASE: Should there be no extension of

the terms of this Contract of Lease, the LESSEE agrees to return
and surrender the Leased Premises and the Building at the
expiration of the term of this Contract of Lease without delay
whatsoever, devoid of all occupants, furniture, machinery,
equipment, signage, articles and effects of any kind, other than the
Building and such permanent improvements which cannot be
removed without damaging the Building.
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13.TAXES, FEES AND ASSESSMENT: All taxes, assessment,

fees, national or local, arising from the use of the Leased Premises
during the period of the lease, shall be for the account of the
LESSEE.

14.NON-WAIVER: The failure of the parties to insist upon a strict

performance of any terms, conditions, and covenants hereof shall
not be deemed a relinquishment or waiver of any rights or remedy
that said party may have nor shall it be construed as a waiver of
any subsequent breach or default of the terms, conditions and
covenants hereof which shall continue to be in full force and effect.
No waiver by the parties of any of their rights under this Contract
of Lease shall be deemed to have been made, unless expressed in
writing and signed by the party concerned.

15.ABANDONMENT OF THE LEASE: In the event that the

LESSEE deserts or vacates the Leased Premises without the
knowledge and/or written consent of the LESSOR before the
expiration of this Contract, the LESSOR shall have the right to
enter the same either by force or otherwise, without being liable to
any prosecution therefore and to exhibit the same to other
“prospective lessee,” without prejudice on the part of the LESSOR
to claim damages or liability for any deficiency from the LESSEE
and/or any obligation under this Contract. The LESSEE likewise
hereby authorizes the LESSOR to sell or otherwise dispose of any
items left by the LESSEE in the Leased Premises and apply the
proceeds thereof to the full or partial settlement of the LESSEE’s
liability for deficiency and damages.

16.CONTRACT REFLECTIVE OF TOTALITY OF

AGREEMENT: This Contract supersedes and renders void any
and all agreements and undertakings, oral and/or written,
previously entered between the parties covering the leased
premises, and this Contract may not hereafter be modified or
altered except by instrument in writing duly signed by the parties
hereto.

17.VENUE OF SUITS: In case of suit arising from this agreement

for damages or enforcement for breach or violation hereof, the
venue of the action shall be the proper courts of Mandaluyong
City, to the exclusion of all other courts.
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18.BINDING EFFECTS: This Contract of Lease shall be binding

not only between the parties thereto but also upon their respective
successors and assigns.

IN WITNESS WHEREOF, the parties have set their hands on this ____
day of _____ 2022 at Mandaluyong City, Philippines.

JY COMMERCIAL CORPORATION KNOXPORT, INC.

By: By:

________________ _____________________
ALBERT L. YAM LINDA S. JALANDONI
Director Director

SIGNED IN THE PRESENCE OF:

____________________ _____________________
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REPUBLIC OF THE PHILIPPINES)

CITY of Mandaluyong ) SS.

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in the above jurisdiction, this _____ day of
_____________, 2023, personally appeared:

Name SSS No. Issued by

ALBERT L. YAM 03-4078498-9 Social Security System

LINDA S. JALANDONI 03-9290520-8 Social Security System

known to me and by me known to be the same person who executed the foregoing
instrument which they acknowledged to me as their free and voluntary act and
deed, consisting of only eight (8) page/s, including this page in which this
Acknowledgement is written, duly signed by them and their instrumental witnesses
on each and every page hereof.

WITNESS MY HAND AND SEAL this _____________ at _____________,

Philippines.

NOTARY PUBLIC

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of ______;