CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENT:

This Contract of Lease made and entered into this 13 th day of February 2023 at Parañaque
City, Philippines, by and between:

MEDELEON DEVELOPMENT AND REALTY CORP., a corporation organized

and existing under and by virtue of the laws of the Philippines, with principal address at G/F
Unit D Manila Airport Hotel NAIA 1 Complex, Brgy Vitalez, Parañaque City, represented
herein by its Chief Operating Officer , JOSEPH ELY MEDINA, hereinafter referred to
as the LESSOR.

And

AYALA GLOBAL FRANCHISE INC represented herein by its CHAIRMAN, JHON

MICHAEL TIU, Filipino and of legal age with postal address at G/F Unit D Manila Airport
Hotel NAIA 1 Complex, Brgy Vitalez, Parañaque City hereinafter referred to as
the LESSEE.

WITNESSETH :

WHEREAS, the LESSOR is the true, lawful and registered owner of the
MEDELEON DEVELOPMENT AND REALTY CORP, an establishment located at the
NAIA compound Ninoy Aquino Avenue, Parañaque City.

WHEREAS, the LESSEE desires to lease a commercial space and the LESSOR is
willing to let the same to the LESSEE.

NOW, THEREFORE, for and in consideration of the foregoing premises and the
conditions and stipulations hereinafter set forth, the LESSOR hereby lease unto the LESSEE
that certain commercial space described below under the following terms and condition:

1. LEASED PREMISES – The premises subject of this Contract ( the “Leased

Premises” ) shall consist of a gross area of 11.84SQM square meter , more or less.

2. TERM OF LEASE – This Contract shall be for a period of One (1) year/s
commencing on January 30, 2023 and automatically terminating on January 30, 2024. No
interruption in the physical possession by the LESSEE for any reason whatsoever shall serve
to extend the term of this lease. In the event that the property is sold, the LESSEE shall vacate
the said premises subject for a refund on the renovation cost divided by the number of years
consumed.

If the LESSEE is an authorized franchise holder carrying business under a trade

name, the LESSEE shall provide the LESSOR with a copy of a franchise agreement and it
shall be understood that the grant of the franchise is, among others, a reason for the grant of
the lease. The termination or cancellation of the franchise for any reasons whatsoever shall
entitle the LESSOR at its option to terminate this lease regardless of the term of this Contract
without prejudice to the other rights of the LESSOR under this Contract.

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 2.A PRE-TERMINATION OF CONTRACT – Should the LESSEE wish to pre-terminate
this Contract for whatever reason, the LESSEE shall notify the LESSOR in writing at least
sixty (60) calendar days in advance of the pre-termination penalty in an amount equivalent to
one (1) month’s rental based on current rate exclusive of VAT.

2.B OTHER TERMS AND CONDITIONS - If the property is sold a Ninety ( 90)
days period notice will be given to vacate the said premises.

3. NAME OF ESTABLISHMENT, NATURE OF BUSINESS AND

ITEMSALLOWED FOR SALE - The name of the establishment shall be

“AYALA GLOBAL FRANCHISE INC”

The Leased Premises shall be used by the LESSEE for the following purpose and no
other; such use is further subject to the restriction hereinafter imposed:

“OFFICE"

4. RENTAL – The LESSEE shall pay the LESSOR in advance within the first five
(5) days of the applicable calendar month at the LESSOR’s office without need of demand
monthly rental in the amount of TWENTY-THOUSAND (Php20,000.00) (Vat Inclusive).
The rent shall be increased annually by five percent (5%).

All unpaid rentals and other charges which are overdue and unpaid shall be subject to
interest charges at the rate of Two Percent (2%) per month and penalty of Two Percent (2%)
per month, from the sixty day of the month of delinquency until payment.

4.A RENTAL ADJUSTMENT – Anything in this Contract to the contrary

notwithstanding, if at any time during the term of this lease, there should be a material
reduction in the value of the Philippine Peso due to extraordinary inflation or exchange rate
depreciation, the monthly rental shall correspond to the value of the currency at the time this
Contract was executed. It is understood that a material reduction in the value of the currency
is deemed to exist when there is a reduction to the extent of Twenty Five Percent (25%) or
more in the exchange rate of the Philippine Peso vis-à-vis the U.S. Dollar as determined by
the Banker’s Association of the Philippines compared to the Peso-Dollar exchange rate at the
time of the commencement of this Contract.

The LESSOR further reserves the right during the term of this lease to revise the
monthly rental agreed upon in proportion to any increase in real property taxes levied against
the land, the building and/or building equipment.

It is understood and agreed that in the event of any increase in the rental as provided
in the foregoing paragraphs, the LESSEE shall forthwith increase the amount of its security
deposits with the LESSOR in proportion to the increase in the monthly rentals.

5.SECURITY DEPOSIT – The LESSEE has an existing deposit in the amount of

FORTY-THOUSAND( P40,000.00), Philippine Currency, equivalent to 1 months deposit ,
1 month advance and post dated check equivalent to one year rent, in which deposit shall be
considered and held by the LESSOR as security for the full and faithful observance and
performance by the LESSEE of all the terms, conditions and provisions of this Contract;
provided ,however that on or before the commencement of the subsequent terms/years of the
lease, the LESSEE shall deposit such additional amount with the LESSOR, as may be
required, to bring the security deposit to an amount equivalent to One month (1) month/s
rental computed at the current rental rate without prejudice to section 4A.hereof. Upon
termination/expiration of this Contract and after the LESSEE shall have vacated the leased
premises in good condition and order, the deposit, if not forfeited or applied partially or

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wholly as provided herein, shall be returned not more than sixty (60) days after the LESSEE
has vacated the leased premises without interest to the LESSEE, provided, that the deposit
shall answer for damages to the leased premises, caused by the LESSEE, its employees,
agents, customers and guest and provided, further, that in the event the LESSEE pre-
terminates this Contract, the deposit shall be forfeited in favor of the LESSOR.

6. USE OF THE PREMISES – The leased premises shall be used exclusively by the
LESSEE for business purposes only. It is expressly agreed that, if at any time during the
existence of this lease and without previous written consent of the LESSOR, the Leased
Premises are used for any other purposes, the LESSOR shall have the absolute right to rescind
this Contract in accordance with section 30 hereof.

The LESSOR reserves the right to permit identical or similar uses by other tenants of
other space within the commercial complex.

The LESSEE shall warehouse only such goods in the Leased Premises in line with
the approved purpose of business. No auction, fire or bankruptcy or closing out sale may be
conducted in the Leased Premises without the written consent of the LESSOR.

The use and occupancy of the Leased Premises shall include, jointly with other
LESSEE, the use of common areas adjacent to the Leased Premises and portion thereof,
necessary as entrance to and exit from the Leased Premises, like public toilet, and other
facilities as may be designated from time to time by the LESSOR. The lease does not extend
to the outside portions of the building corresponding to or opposite the Leased Premises nor
to the corridors and hallways within the building and no merchandise or property of the
LESSEE shall be placed therein. Without prejudice to the right of the LESSOR in this
Contract, the LESSOR may remove or cause the removal of any found outside of the Leased
Premises as describe herein with cost chargeable to the LESSEE.

6.A. OPERATION OF THE LESSEE – The operation of the LESSEE shall be

governed by the House Rules and Regulations for the MANILA AIRPORT HOTEL which
the LESSOR may issue from time to time.
The LESSEE agrees that it shall follow the official store hours of the commercial
centre. The LESSEE further agrees that it shall have at all times upon the premises sufficient
merchandise and number of adequate personnel to serve the patrons thereof, and will
generally employ its best efforts and abilities as may be reasonably necessary to help maintain
a high reputation for the Centre.
The LESSEE shall conduct its business in the Leased Premises on the days and hours
fixed by the LESSOR. Closure or non-operation without prior written approval of the
LESSOR for any cause other than force majeure or act of God, shall be a material breach of
this Contract. The LESSEE shall be assessed a penalty of One Peso per square meter per sixty
minutes (P1.00/sqm/60mins) of unexcused late, deferring and/or early closing of store
operations, which shall be accumulated and billed monthly. Computations shall be cumulative
and a fraction of an hour shall be computed pro-rata.

6.B. SHADES,AWNING, SIGNS, ADVERTISEMENTS, ETC. – The LESSEE

shall put up and maintain at its own expense the required business sign(s), the size, color and
design of which shall be subject to the LESSOR’S guidelines and written approval. The same
shall be installed by the LESSEE at the place designated by the LESSOR.

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 The LESSEE shall not affix, hang, inscribe or paint any notice, sign, streamer or
other advertising medium within or outside the premises without the prior written approval of
the LESSOR. The LESSOR shall remove and/or destroy summarily any such unauthorized
signs or materials which may be within or outside the premises. The LESSEE shall abide by
the policies, rules and regulations regarding sales promotion as may be promulgated by the
LESSOR.

7. JANITORIAL, SECURITY AND OTHER SERVICES – Janitorial,

maintenance, security and/or other services in the Leased Premises exclusively used or
enjoyed by the LESSEE shall be the exclusive responsibility of, and for the sole and exclusive
account of the LESSEE, who shall make the necessary arrangement with and pay directly to
the parties concerned.

8. SUBMISSION OF PLANS FOR IMPROVEMENTS, GOVERNMENT

PERMITS, ETC. – Upon signing of the Reservation Agreement by the LESSEE, the
LESSOR shall submit the construction plan for the proposed installations, improvements,
lighting fixtures floor covering and other installations required by the nature and purpose of
the business following the Construction and Renovation Guidelines of the LESSOR

The LESSEE shall also be responsible for securing all the necessary government
permits or licenses as well as pay all taxes necessary for its operations. The LESSEE shall
furnish the LESSOR copies of the said permit and licenses or any renewal thereof Fifteen (15)
days from the start of the Lessee’s business and every renewal date thereof as required by
law. The LESSEE must make a declaration of his maximum electrical load and enumerate
thereat the electrical fixture, appliances, equipment facilities, etc.

8.A. RENOVATION, ALTERNATION, ADDITION OR IMPROVEMENT –

The LESSEE shall not make or introduce any alternation, renovation, improvements or
additions to the Leased Premises or to the Centre without first securing the prior written
consent of the LESSOR and all expenses accruing thereof shall be for the LESSEE’s own
account. The LESSOR shall have the right to inspect the work during and after completion
thereof to assure compliance.

Upon the expiry or earlier termination of this Contract, all fixed and permanent
improvements introduced or made on the Leased Premises by the LESSEE, shall inure to the
benefits of and become the properties of the LESSOR without need to reimburse the cost
thereof to the LESSEE. All apparatus, fixtures and equipment as well as constructions,
shelving and the like, which are not permanently attached to the Leased Premises or to the
Centre, or any part thereof, shall remain the property of the LESSEE to be removed from the
Leased Premises upon the expiration or earlier termination of this Contract, without prejudice
to LESSOR’s right of retention to defray any and all damages, loss or expense caused by the
unpaid rent due from LESSEE.

8.B. TAXES, LICENSES AND PERMITS – The LESSEE hereby agrees to pay all
charges, taxes, assessment and impositions which may, at any time during the lease period be
imposed or charged by governmental authorities in respect of the operation of the LESSEE’s
business on the Leased Premises. The LESSEE shall obtain, in its own name, all licenses and
permits required for the operation of its business.

9. CARE OF THE LEASED PREMISES – The LESSEE shall, at its sole expense,
maintain the Leased Premises in a clean and sanitary condition, free from obnoxious odors,
disturbing noises, or other nuisances. The LESSEE shall not drive nails, screws, hook or other
abutments into the walls, floor or other portion of the Leased Premises or the Centre nor in
any manner deface or damage any part of the Leased Premises or of the Centre without the
prior written consent of the LESSOR.

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 The LESSEE shall also see to it that the Leased Premises are used in a manner that
will not disturb the peace and tranquility of the other tenants of the Centre.

The LESSOR shall have the right to require the LESSEE to remove any display or
promotional matter, or any display merchandise which LESSOR consider to be improper or
inappropriate for the general appearance or presentation of the Leased Premises and the
Centre.

10. REPAIR AND MAINTENANCE – LESSEE shall, at its own expense, maintain
the Leased Premises in good order and condition. All expenses for replacement of electrical
bulbs and for the repair of locks, electrical switches and all other items included in the Leased
Premises, except for damages resulting from structural defects in the Centre, shall be for the
account of the LESSEE. When the Leased Premises are returned, these items must be intact
and in good working condition.
Existing electrical, plumbing or other service installation in the Leased Premises and
the Centre shall not be tampered with, changed, altered or new installations made without the
LESSEE first securing the prior written consent of LESSOR.

Damage to any part of the Leased Premises or the Centre which may be caused
through the malicious or negligent act of the LESSEE, its employees, agents, guest, visitors,
customer or by persons for whose acts LESSEE is responsible shall be the liability of and be
paid for by the LESSEE.

The repair of the damages caused shall be undertaken by the LESSEE thru qualified
and/or licensed workmen or contractors at LESSEE’S expense, and in case of failure of
LESSEE to undertake immediately such repair or restoration, the same may be effected by
LESSOR and all expenses incurred thereof shall be charged and paid by LESSEE within Five
(5) calendar days from written demand for payment by LESSOR.

10.A. DESTRUCTION OF LEASED PREMISES – If the Leased Premises are

destroyed in whole or in substantial part by fire, earthquake or any other cause attributable to
the act of the LESSEE, its agents, and employees, guests, customers or visitors, then this lease
shall ipso facto terminate, and LESSOR shall have no further obligation to LESSEE, and the
latter shall immediately vacate and surrender the Leased Premises to the LESSOR. In case of
minor damage to the Leased Premises due to fire, earthquake or any other cause not
attributable to the acts of the LESSEE, its employees, guests, customers, or visitors, the
LESSOR shall undertake expeditious repairs of such damage.

11. GARBAGE RECEPTACLES – The LESSEE shall provide itself, at its own
expense and cost, with receptacles which Municipal Ordinances may require holding and
containing waste matter, garbage and refuse and deposit them to the garbage collector upon
arrival. The LESSEE shall further maintain the Leased Premises in a clean condition by
utilizing plastic bags for the disposal of both dry and wet garbage.

12. INFLAMMABLE AND EXPLOSIVE MATERIALS – The LESSEE shall not

bring into or store in the Leased Premises or the established or any part thereof any materials
or things that is inflammable or explosive in nature, nor install therein any apparatus,
machinery or equipment, except those which may ordinarily or reasonably be used or needed
by LESSEE in the pursuit of its business, which may cause obnoxious odors, pollution,
tremors, or noise or which may expose the Leased Premises to fire or increase the fire hazard
of the Centre or which may tend to increase the insurance rate for the Centre, or any other
articles which the LESSOR may reasonably prohibit, it being understood that should the
LESSEE violate this provision, it shall be answerable for all damages caused thereby.

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 13. RULES, REGULATION, ETC. – The LESSEE shall at all time comply with
and shall cause its agents, employees, visitors, guests and customers to likewise comply with
all rule and regulations which may be promulgated from time to time by the LESSOR or by
the Building Administrator, and with all the statutes, laws, ordinances, rules and regulations
promulgated by the duly constituted authorities of the local or national government relating to
the use, occupancy, safety and sanitation of the Leased Premises and of the establishment.

14. LIABILITY FOR SUITS, ETC. – The LESSEE shall indemnify and hold the
LESSOR free from and harmless against any and all actions, suits, damages, liabilities,
claims, costs and expenses whatsoever arising out of or in connection with the non-
compliance by the LESSEE or any of its guests, employees, agents or customer with the
applicable statutes, laws, ordinances, rules and regulations referred to above.

15. INSURANCE – The LESSEE shall not take any fire insurance on its properties
within the Leased Premises without prior written consent of the LESSOR. Neither shall the
LESSEE insure its properties therein in an amount beyond the value thereof. For this purpose,
the LESSEE shall submit an inventory of the properties/goods within the leased premises to
be insured, which shall be subject to review, inspection/verification by the LESSOR or its
duly authorized representatives. Should the LESSEE secure fire insurance without the prior
consent of the LESSOR or for any amount beyond the value of its goods in the Leased
Premises, then this Contract shall be considered as a deed of assignment in favor of the
LESSOR of the proceeds of the said insurance policy sufficient to cover the cost of the
LESSOR’s properties damaged by the insured risk. In the event above-mentioned, insurance
coverage shall be obtained from any of the insurance companies accredited by the LESSOR.

The LESSEE before commencing any construction/renovation of the Leased

Premises shall secure a Contractor’s All Risk Insurance from an accredited insurance
company against body injury and property damage to third party in an amount not less than
fifty Thousand Pesos (P50,000.00). A copy of said insurance policy shall be submitted to the
LESSOR before the start of such construction/renovation.

16. EXPROPRIATION – In the event that expropriation proceedings involving or

affecting the Leased Premises or the building are instituted during the period of this lease by
any instrumentality of the government or by any other entity with authority to exercise such
power, either party may rescind this Contract should the Leased Premises become no longer
useful for the purpose of the lease, upon giving the other party Thirty (30) calendar days’
prior written notice thereof. In case of such expropriation, the LESSEE hereby
unconditionally and irrevocably relieves and releases the LESSOR from any and all liability
under this Contract, without prejudice to whatever recourse the LESSEE may have against the
appropriating entity on account of damage done or caused to it or its properties.

17. SUB-LEASE OR ASSIGNMENT OF LEASE – The LESSEE shall not directly or

indirectly sub-lease or assign, transfer, convey or any manner encumber its right of lease over the
Leased Premises or any portion thereof under any circumstances and in any form whatsoever and any
contract that may be made or transaction entered into in violation of this provision shall be null and
void. It is expressly understood and agreed by the parties that the business reputation and financial
capacity of the LESSEE as herein represented, are special consideration and inducements for the
granting of this lease by the LESSOR; consequently, any violation, direct or indirect, of any of the
stipulation hereof, including the provision on the prohibition against sub-lease and assignment of lease,
shall automatically and irrevocably terminate this Contract of Lease from the time each violation
occurs.

The LESSOR, however, has the absolute and unrestricted right to assign, transfer or otherwise
convey its right under this Contract in favor of any person, affiliate or subsidiary.

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 18. BUILDING ADMINISTRATOR – The LESSEE hereby recognizes the
authority of the LESSOR to designate a Building Administrator, who shall act as the
LESSOR’s representative in all matters related to this Contract of Lease. The LESSEE further
recognizes and acknowledges the authority of the LESSOR or its duly appointed Building
Administrator in all matters pertaining to this Contract.

19. UTILITIES – The LESSEE shall pay for its own electricity, telephone, and other
utilities and facilities used by it in the Leased Premises up to actual date when LESSEE
vacates the Leased Premises, as and when billed to the LESSEE.

19.A. OTHER ELECTRICAL APPLIANCES – Except for the usual electrical

equipment or appliances required by the LESSEE in the course of its business, no other
electrical equipment or appliances shall installed or used in the Leased Premises without the
prior written consent of the LESSOR.

19.B. UTILITY PROVISIONS – The installation of electrical, water, telephone

and/or teletype connection in the Leased Premises shall be for the account and expenses of the
LESSEE and may be made only after obtaining the written consent and approval of the
LESSOR.

Uniform standard utility provision found in the Leased Premises at the

commencement of the lease have been supplied by the LESSOR. Thereafter, any replacement
or charges shall be at the expense of the LESSEE and with the prior written consent of the
LESSOR.

20. LOSS INJURY OR DAMAGE TO THIRD PERSONS – The LESSEE hereby

assumes full and exclusive responsibility for any loss, injury or damage to the Leased
Premises itself, the LESSEE, its employees, guests, visitors or other individuals and their
respective properties, while remaining either casually or on business in any part of the Leased
Premises from any cause whatsoever and further binds itself to indemnify and hold the
LESSOR free and harmless from any such claim for loss, injury or damage.

21. NON-LIABILITY – The LESSOR shall not be liable for any damage nor shall
this lease be affected nor shall there be abatement or suspension of the rent, by reason of any
failure or interruption in the water supply, electrical current, escalator or other services and
facilities or is unable to make or is delayed in making necessary repairs by reason of storm,
flood or lack of material, fortuitous event or force majeure, strikes or by anybody other than
the LESSOR or caused by any operation by or for the City of Parañaque and/or any national
agency in the construction of any public or quasi-public work. The LESSOR shall not be
obligated to perform any act in any way, manner or form under this lease or by virtue hereof,
other than as specifically provided herein.

The LESSOR shall not, likewise, be liable for any loss or damage to the LESSEE’s
property, equipment, and effects sustained within the Leased Premises caused by but not
limited to the following:

a) The presence of bugs, cockroaches, vermin, ants, termites and other insects;
b) Failure or disruption of water or electrical power supply;
c) Fire due to faulty electrical wiring, fuses, installation, etc.;
d) Defective plumbing or pipes bursting, leaking, destruction or clogging of any
Cistern, tank, washstand, water closet, waste or soil pipe;
e) Leakage of water from the roof or any part of the building due to rain, typhoon,
flood and the elements;
f) Loss due to robbery, theft or other similar crimes; and
g) Acts of negligence and/or vandalism of the LESSEE or its officers, employees,
guests and customers.

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 23. SECURITY – The LESSOR shall provide a Twenty Four (24) hour security
detail to police the Centre, but LESSOR shall not in any manner be held accountable or liable
for any loss or damage that may be suffered by the LESSEE in or about the Leased Premises
or any part of the Centre due to theft, robbery, arson, and other crimes. LESSEE may provide
its own security guards for its Leased Premises, but LESSEE shall give prior written notice to
the Building Administrator of the assignment of such security guards, and furnish such details
and other information as may be reasonably requested. The LESSEE shall cause its security
guards to (a) coordinate and cooperate fully with the LESSOR’s security detail at all times,
and (b) be subject to the overall supervision and direction of the Building Administrator.

24. INSPECTION OF PREMISES – The LESSOR’s agent and representatives

shall have the right to enter the Leased Premises at all reasonable hours to inspect and
examine the same, or at any time whenever necessary, such as in cases of fire, or other
emergencies, for the operation, maintenance and / or protection of the Centre or the
installation and during the last Two (2) months of the lease to exhibit the Leased Premises to
prospective tenants.

25. ACCESS FOR REPAIRS, ETC. – The LESSEE shall at all times provide the
LESSOR and its employees, agents and representatives unhampered access to the Leased
Premises for the purpose of carrying out repairs, maintenance, renovation or repainting works,
or of undertaking all works necessary or useful for the preservation, conservation, or
decoration of the establishment or any part thereof. No compensation or claim shall be
allowed against the LESSOR by reason of any inconvenience, annoyance or injury to the
LESSEE’s business that may arise by virtue of the LESSOR undertaking any work covered
by this provision.

26. TERMINATION OF LEASE – The LESSEE shall promptly and peaceably

return and surrender the Leased Premises at the expiration of the term of this lease or its
earlier termination, as the case may be, in as good condition as reasonable wear and tear will
permit and without any delay whatsoever, devoid of all occupants, furniture, articles and
effects of any kind other than such properties, alterations, installations, additions or
improvements, ownership over which accrues in favor of the LESSOR in accordance with the
provisions of this Contract, without prejudice to LESSOR’s right to retention to defray and
any and all damages caused by or unpaid rent due from LESSEE.

27. DISTURBANCE OF POSSESSION – Disturbance or discontinuance of the

LESSEE’s possession of the Leased Premises due to causes beyond the reasonable control of
the LESSOR shall confer no right of any kind in the LESSEE as against LESSOR.

28. ABANDONMENT OF LEASED PREMISES – In case the Leased Premises

shall be abandoned, deserted or vacated before the expiration of this lease, or any of the terms
and stipulations hereof be violated, the LESSOR shall have the right to enter the same as the
agent or attorney-in-fact of the LESSEE, and the LESSOR shall furthermore have the option
to relet the same to any other party without prejudice to any right of action against the
LESSEE.

29. NO WAIVER – The failure of the LESSOR to insist upon a strict performance of
any of the terms, conditions, stipulations and covenants hereof shall not be deemed a
relinquishment or waiver of any right or remedy that LESSOR may have nor shall it be
construed as a waiver of any subsequent breach or default of the terms, conditions,
stipulations and covenant hereof which shall continue to be in full force and effect. No waiver
by the LESSOR of any right under this Contract shall be deemed to have been made unless
expressed in writing and signed by the LESSOR. All remedies granted to the LESSOR under
this Contract or elsewhere shall be deemed cumulative and non-exclusive.

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 30. BREACH DEFAULT– (a) The LESSEE agrees that all the covenants and stipulation
herein contained shall be deemed essential condition hereof, and that if default or breach be made of
any such conditions, the LESSOR shall have the absolute and unrestricted right to terminate and cancel
this Contract upon five (5) calendar day’s written notice delivered at the Leased Premises or posted on
the main door thereof and in such event, the LESSEE hereby irrevocably empowers LESSOR, its
authorized agents, employees and/or representatives as the LESSEE’s duly authorized attorney-in-fact,
even after the termination, expiration or cancellation of this contract, with full powers and authority to
open, enter, repossess, secure, enclose, fence or otherwise take full and complete physical possession
and control of the Leased Premises and all its contents without resorting to court action and/or to
summarily disconnect water and other utility services to the Leased Premises. LESSEE further agrees
to pay the LESSOR the proportionate rent, utilities, and common area expenses until such time the
LESSEE actually vacates the Leased Premises regardless of the date of termination of this Contract by
the LESSOR. LESSEE, furthermore, irrevocable empower LESSOR, its authorized agents, employees,
and representatives to take inventory and possession of whatever equipment, furniture, fixture, articles
merchandise, etc. found in the Leased Premises belonging to LESSEE and to place the same in
LESSOR’s custody for safekeeping, charging the LESSEE the corresponding storage fee thereof, that
in case LESSEE fails to claim said items for storage and simultaneously liquidate any liability with
LESSOR within fifteen (15) days from date of said transfer to LESSOR’s choice and to apply the
proceeds thereof to whatever liability and/or indebtedness LESSEE may have to LESSOR plus
reasonable expenses for the same, including storage fees, and the balance, if any, shall be turned over
to LESSEE; the LESSEE hereby expressly agrees that any or all acts performed by LESSOR, its
authorized agents, employees and/or representatives under the provision of this paragraph may not be
the subject of any petition for writ of preliminary prohibitory injunction in court, and the LESSOR
and/or its authorized agents, employees and representatives shall be free from any civil and/or criminal
liability or responsibility whatsoever thereof.

In case this Contract is terminated or canceled, whether judicially or extra-judicially

by reason of any default or breach committed by the LESSEE, the said LESSEE shall be fully
liable to the LESSOR for the damage that is sustained by the latter, actual or consequential,
resulting from such default or termination.

(b) JUDICIAL RELIEF – Should the LESSOR be compelled to seek judicial relief
against the LESSEE, the latter shall, in addition to any other damages that may be awarded to
the LESSOR, pay an amount equivalent to 25% of the entire amount claimed in the
compliant, as and by way of attorney’s fee, which amount shall in no case be less than
P20,000.00 aside from the costs of litigation and the expenses which the law entitles the
LESSOR to recover from the LESSEE.

31. STRIKES, LOCKOUT AND OTHER LABOR DISPUTES – In case there is a

strike or lock-out or other labor dispute in the Leased Premises and there is substantial
interference with the operations of the LESSEE’s business by reason thereof, requiring the
LESSEE to temporarily close its business to the public, or if a result thereof, the business of
other lessees are likewise affected, then the LESSOR shall have the option to terminate this
lease to protect the business of the other lessees.

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 32. PARKING AND OTHER JOINT-USE AREAS – It is expressly understood
that the LESSEE’s privilege to use parking and other areas dedicated to common use is not
exclusive. The privilege of such use by the LESSEE, his employees and customers is not an
integral part of this lease. It may, therefore, be restricted or regulated by the LESSOR.

(a) The LESSOR shall have the sole and exclusive right at any time to
relocate driveways, entrances and exit common to the Centre,
change the boundaries or locations of the various automobile
parking area, diminish or rearrange the parking pattern therein, or
designate additional or relegated parking spaces.

(b) The LESSEE shall not allow parking and other areas for common
use to be obstructed by its operations, except as may be normally
carried or in connection with the needs of the business.

(c) The LESSOR shall have the sole and exclusive jurisdiction and
right to police, control traffic, regulate and promulgate reasonable
rule and regulations governing the use of the parking areas, private
roads, sidewalk, common driveways, entrances, exits and other
common use areas not included within the boundaries of the
Leased Premises.

(d) The LESSOR reserves the right to conduct, perform, do

maintenance/repair works such as diggings and excavations on
streets, sidewalks, and other common areas, and no compensation
or claim shall be allowed against the LESSOR by reason of
inconvenience, annoyance or injury to business as result thereof.

33. FACILITIES AND / OR SERVICES USED IN COMMON – The cost of

maintenance of facilities and/or services used in the common by the LESSEE of the Centre
such as hallways, comfort rooms, parking spaces and other the like shall be borne by all the
LESSEES using the same in proportionate share. All payments shall be made within five (5)
calendar days from receipt of the LESSOR’s billing without the necessity of any previous
demand or services of a collector, it being understood that in case of default, any amount
owing shall automatically bear interest at the rate of two percent (2%) per month and penalty
of two percent (2%) per month computed from the due date until fully paid. Furthermore, and
in addition to the foregoing, in the event LESSEE incurs any delay in the payment of common
area charges for the period of thirty (30) days or more, the LESSOR shall be entitled to
summarily cut off said common area services and facilities in the Leased Premises, in
addition to all the other remedies available to the LESSOR under this contract

34. ENTIRE AGREEMENT – This contract constitutes the complete and exclusive
statement of the terms and conditions of the Contract of Lease between the parties with
respect to the subject matter referred to herein. No statement or agreement, oral or written,
made prior to the execution hereof, and no prior conduct or practice of either party shall vary
or modify the written terms and conditions of this Contract shall be valid unless made in
writing and signed by both parties hereto.

35. SEPARATION – The invalidity or unenforceability of any provision hereof shall

not affect or impair the other provisions which otherwise can be given full force and effect.

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 36. CAPTIONS – The captions appearing in this Contract are inserted only as a
matter of convenience and for reference, and in no way define, limit or prescribe the scope
and intent of this Contract or any of the provision hereof.

37. NOTICES – All notice or demands of any kind of which LESSOR may be
required or may desire to serve on LESSEE under the terms of this lease may be served on
LESSEE ( as alternative to personal service ) by leaving a copy of such demand or notice, or
by mailing a copy thereof to the Leased Premises. Service shall be deemed complete at the
time of the leasing of such notice as aforesaid or within five (5) calendar days from mailing
the same. All notice from LESSEE to LESSOR may be served on LESSOR at Manila Airport
Hotel, administrative Office or at such address as LESSOR may in writing designated to
LESSEE.

38. VENUE – Venue of all actions, arising from or in connection with this Contract
shall be the proper courts of Parañaque City, all other venues being expressly waived.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be

signed and executed on the date and at the place first above written.

MEDELEON DEVELOPMENT AYALA GLOBAL FRANCHISE INC

AND REALTY CORP. LESSE
LESSOR

By: By:

JOSEPH ELY L MEDINA JHON MICHAEL TIU

Chief Operating Officer Chairman

Signed in the presence of:

__________________________ __________________________
WITNESS WITNESS

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 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

) S.S.

BEFORE ME, a Notary Public for and in ____________________ , Philippines

this ____ day of _________, 20____, personally appeared the following with their respective
Identifications:

Name CTC No./ Date Issued Place Issued

Driver’s License.
Joseph Ely L. Medina N18-93-033948 05/05/2030 Quezon City

Jhon Michael Tiu N04-17-008334 07/26/2026 Quezon City

known to me and to me known to be the same persons who executed the foregoing Contract
of Lease, consisting of Ten (10) pages including the page on which this Acknowledgement is
written, signed by the parties and their witnesses, and they acknowledged to me that the same
is their free and voluntary act and deed, as well as that of the corporation(s) therein
represented.

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

NOTARY PUBLIC

Doc. No. _______

Page No. _______
Book No. ______
Series 20____.

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