FRANCHISE AGREEMENT

This Franchise Agreement (“Agreement”) is entered into this 27th day of June 2016 in Iloilo City, Philippines , by and between:

PUB EXPRESS RESTO, a company duly organized and existing under the laws of the Republic of the Philippines with
registered address at JFK Apartment, Soriano Subdivision, 148 MH Del Pilar, Molo Iloilo City , duly represented herein by its owner
MS. MARIE DOMONIQUE G. PERFECTO, hereinafter referred to as “FRANCHISOR”;

and

MS. MIKKA ELLA B. PERLAS, Filipino, of legal age with residence address at Phase 1 Subdivision ,Alta Tierra Village Jaro,
Iloilo City Philippines 5000 hereinafter referred to as the “FRANCHISEE”;

WITHNESSETH

WHEREAS, PUB EXPRESS RESTO is the author, creator, originator, marketer, distributor and owner of “PUB EXPRESS”, a
distinctive type of fast food restaurant created for giving delicious, affordable and fast service food to every customer.

WHEREAS, PUB EXPRESS has developed, acquired, adopted for its own use and the use of its Franchisee a skill and
experience in the development and operation of PUB EXPRESS OUTLETS involving the preparation, marketing and selling of
products, advertising signs, product management, program standards, specifications, special personnel recruitment and training
program, specially designed equipment, layout plans, food presentation and formulae, proprietary recipes, business techniques, system
and procedures and operational techniques, all of which are referred to in this Agreement as the “PUB EXPRESS SYSTEM”;

WHEREAS in addition to valuable goodwill, PUB EXPRESS RESTO owns the valuable trademark, service mark and trade
name “PUB EXPRESS”, as well as various trademarks, service marks, trade names, slogans, designs, insignias, emblems, symbols,
color schemes, package features, logo and other propriety-identifying characteristic used in relation and in connection with the Products
and the System;

WHEREAS, the FRANCHISEE, being cognizant of the distinctive and valuable significance to the public of all the foregoing,
wishes to use the trademark “PUB EXPRESS” exclusively in the business of operating the counter / station to enjoy the benefits of said
trademark;

WHEREAS, the FRANCHISEE understands the importance of PUB EXPRESS’ high and uniform standard of quality,
cleanliness, appearances and services to the value of the PUB EXPRESS SYSTEM and the necessity of opening and operating the
PUB EXPRESS FRANCHISE in conformity with the PUB EXPRESS SYSTEM and in accordance with the PUB EXPRESS standard
and specifications.

WHEREAS, the FRANCHISEE has the necessary organizational, financial and logistical resources to efficiently and
successfully operate and manage a PUB EXPRESS branch as franchisee in accordance with the rules and regulations as may be
imposed by the FRANCHISOR and as may be agreed upon by the parties, and is free from any form of direct and indirect interest with
any person and/or entity that may have interests, potentially or actually, in conflict with the interests of the FRANCHISOR;

WHEREAS, FRANCHISEE wishes to enter into this Agreement after independent investigation of the operations of
FRANCHISOR and not upon: (a) a representation as to the profits which FRANCHISEE in particular may be expected to realize; (b) a
representation or guarantee of the Franchise Outlet at the Location or any other location approved by the FRANCHISOR; and/or, (c)
any such other representation made by anyone which is not expressly set forth herein, to induce FRANCHISEE to enter into and
execute this Agreement

NOW, THEREFORE, in consideration of the mutual agreements herein contained and promised, herein expressed and for
other good and valuable consideration, the parties hereto, do hereby agree as follows:

ARTICLE I

DEFINITION OF TERMS

“Affiliate” Affiliate shall mean: (i) if the Franchisee is an individual, the Franchisee’s spouse, or the Franchisee’s or such
spouse’s ascendants, descendants or collateral relatives within the third degree of consanguinity or affinity; (ii) if the
Franchisee is a corporation, the Franchisee’s shareholders or members, officers and directors; (iii) if the Franchisee
is a partnership, the partners of the Franchisee; (iv) if the Franchisee is a joint venture or an association, the
participants of such joint venture or association; and, (v) any person that, directly or indirectly, through one or more
intermediaries, Controls, is Controlled by or is under common Control with, the Franchisee, and the shareholders,
members, officers, directors, partners or participants of such person that Controls, is Controlled by or is under
common Control with, the Franchisee.

“Control” (including the correlative meanings of the terms “Controlled by” and “under common Control with”), as used with
respect to the Franchisee, shall mean the ownership of more than fifty percent (50%) of the issued and outstanding
share capital, or of security convertible into more than fifty percent (50%) of the issued and outstanding share capital,
or any combination of the aforementioned resulting in actual or potential ownership of more than fifty percent (50%) of
the issued and outstanding share capital of the Franchisee, or entitlement to more than fifty percent (50%) of
dividend, profit or economic distribution by Franchisee.

“Franchise Outlet” shall mean a retail outlet operated by the Franchisee at the Location in accordance with the System
and other related items and/or products identified by the Marks.

“Gross Sales” shall mean, or as used in this Agreement shall be understood to mean, the total revenue from products sold in, upon
or from the Franchise Outlet.
“License” shall mean the non-exclusive right granted by Franchisor to Franchisee under this Agreement to use the Marks and
the System for the purpose of operating a Franchise Outlet at the Location during the Term.

“Location” shall mean that property located at the ROBINSONS JARO, as defined and provided
under Article V hereof.

“Manual” shall mean the PUB EXPRESS Confidential Operations Manual, prescribing operating procedures for food
preparation and sale, store and equipment maintenance, methods and techniques for inventory and cost controls,
record keeping and reporting, personnel management, purchasing, sales promotion and advertising

“Marks” shall mean the mark “PUB EXPRESS RESTO” and other trademarks, service marks, trade names, logos and
designs as are now designated, and may hereinafter be designated by the Franchisor, by which the Franchisor
identifies the System.

“Parties” shall mean the Franchisor and the Franchisee and “Party” shall mean either of them.

“System” shall mean the Franchisor’s experience, knowledge, technique, special skills, goodwill and intellectual proprietary
rights in the establishment, development and operation of a chain of establishments for the production and sale of
Back Ribs, Chicken Wings, Sausages, Nachos, beverages and other related items and/or products identified by the
Marks.

“Term” shall mean the term of the Franchise Agreement and the license granted under the Franchise Agreement to use the
System and the Marks as defined and provided under Article IV hereof.

“Territory” shall mean any place or area within a three and a half (3.5) kilometer radius of Franchisee’s Franchise Outlet

ARTICLE II
PRE – OPENING REQUIREMENTS

Section 1. The FRANCHISOR has the right to defer the opening date of the above stated franchise outlet if the pre-opening
requirements written below have not been complied:

1. Full payment of Franchise Package Fee

2. Payment for Initial Stocks
3. Seven (7) days training of the Franchisee
4. Seven (7) days training of Service Crew
5. Copy of Insurance Policy or receipt of payment
6. Copy of Business Permit
7. Copy of DTI/SEC
8. Certificate of Registration

ARTICLE III

LICENSE GRANTED

Section 1. The FRANCHISOR hereby grants to the FRANCHISEE and the latter hereby accepts a duly authorized non-
exclusive franchise to operate a PUB EXPRESS branch/outlet using the PUB EXPRESS SYSTEM only at the Location identified.. This
franchise includes the non-exclusive right to use the trademark PUB EXPRESS along with the other PROPRIETARY MARKS used by
the FRANCHISOR and the right to use the PUB EXPRESS Manual. This agreement does not give the FRANCHISEE any right to sub
– franchise or any right, title or interest whatsoever in the trademark PUB EXPRESS, the PUB EXPRESS SYSTEM and the
PROPRIETARY MARK except as specifically authorized and provided by this agreement.

Section 2. The FRANCHISEE is prohibited to make, alter, change or modify the SYSTEM set by PUB EXPRESS RESTO.

Section 3. This Agreement is without prejudice to the right of the FRANCHISOR to grant a license to use the MARKS and the
SYSTEM to another for the purpose of operating a franchise outlet: (a) outside the Territory; or, (b) within the Territory, if the
FRANCHISOR has initially determined that more than one (1) franchise outlet may be established within the Territory, and to the extent
that such other location is not within a three and a half (3.5) kilometer radius of FRANCHISEE’S outlet or branch.

Section 4. Immediately after the execution of this Agreement, FRANCHISEE shall obtain the right to occupy the Location for
the purposes of establishing and operating the Franchise Outlet for the Term. If the Location is leased, any material violation of the
terms and conditions of the lease for the Location that is not cured after the notice is given and within the applicable grace periods, as
required by the terms of the lease for the Location, is a violation of this Agreement. The signing of the lease for the Location, shall
constitute FRANCHISEE’S, or any of its principal owner’s, written approval of the lease for the Location, FRANCHISEE shall engage
only in the business of operating the System at the Location and no other, except with the prior written consent of FRANCHISOR.

Section 5. If the FRANCHISEE is the owner of the Location, FRANCHISEE may not encumber his/her/its rights over the
Location, or the Franchise Outlet, without the prior written approval and consent of the FRANCHISOR.

Section 6. When the FRANCHISOR, in its exclusive discretion, determines the need to expand commercial operations of the
System at the Location or within five hundred (500) meter radius of the Location:

Section 6.1. FRANCHISEE shall have the right of first refusal to meet such expansion requirement. FRANCHISEE may
implement either: (a) FRANCHISOR’s proposed expansion program; or, (b) FRANCHISEE’S own expansion program, subject
to FRANCHISOR’s approval. Not later than two (2) weeks from FRANCHISOR’s written notice of the need for such expansion,
FRANCHISEE shall notify the FRANCHISOR in writing of its intent and ability to meet FRANCHISOR’s expansion
requirement.
 Section 6.2. FRANCHISEE shall have the right to be informed and to match the counter-proposal of a third-party at the
Location or within the three and a five hundred (500) meter radius of the Location, in case the FRANCHISOR deems it
necessary to expand.

Section 6.3. FRANCHISOR shall have exclusive and sole discretion to accept or reject any proposal from FRANCHISEE that
materially varies from FRANCHISOR’S own proposal with respect to the expansion.

Section 6.4. FRANCHISEE shall complete the expansion not later than one hundred (100) days from, as applicable: (a) the
date of FRANCHISEE’S written notice to FRANCHISOR accepting, without variation, FRANCHISOR’S requirement for
expansion, or, (b) the date of FRANCHISOR’S acceptance or rejection of FRANCHISEE’S counterproposal with respect to the
expansion.

Section 6.5. If FRANCHISEE: (a) expressly waives its aforementioned right of first refusal, or (b) fails to timely exercise its
aforementioned right of first refusal, as when it fails to timely communicate its willingness or ability to undertake the expansion,
or (c) declines to undertake the expansion, or (d) fails to timely complete the expansion, FRANCHISOR may: (i) undertake the
expansion within a five hundred (500) meter radius of the Location, or (ii) grant to another the license to undertake the
expansion within a five hundred (500) meter radius of the Location, in either case with full right and license to implement the
System and to use the Marks. In the latter case, the FRANCHISEE may exercise such right to match any proposal from
another prospective franchisee as provided above.

ARTICLE IV

TERM OF FRANCHISE

Section 1. The effectivity of this Agreement shall be on_____________________________, the first day of operation as
advised by the FRANCHISEE and agreed upon by both parties before this Agreement was drafted and signed. .

Section 2. The FRANCHISOR alone shall have the option to renew this Agreement for a term of not more than THREE (3)
YEARS AND SIX(6) MONTHS subject to such terms and conditions prescribed herein or, to such other terms and conditions that may
be later prescribed, and after a thorough evaluation of the FRANCHISEE’S performance; provided, however, that a franchise renewal
fee of no less than TWO HUNDRED FIFTY THOUSAND PESOS (P250,000.00) shall be charged to, and paid by, the FRANCHISEE.

Section 3. The FRANCHISOR shall not renew this Franchise Agreement should the FRANCHISEE, among others, commit a
material violation of this contract; fail to meet the product standard(s) as prescribed by the FRANCHISOR; incur delay in the payment of
dues; fail to implement marketing strategy(ies) prescribed by the FRANCHISOR; or, fails to refurnish or refurbish, whenever necessary,
essential equipment or tools necessary in the PUB EXPRESS SYTEM within a period of ten (10) days from receipt of the written
directive of the FRANCHISOR.

Section 4. The FRANCHISOR may renew the License granted to the FRANCHISEE herein under such terms as the parties
may agree with respect to such renewal, subject to the following additional conditions, among others:

Section 4.1. FRANCHISEE has, during the Term, complied with all of the provisions of this Agreement;

Section 4.2. FRANCHISEE maintains possession of the premises for the Franchised Outlet and has brought the Franchised
Outlet into full compliance with the standards and specifications then applicable for new or renewing franchise outlets
implementing the System and using the Marks, and presents evidence satisfactory to FRANCHISOR that it has the right to
remain in possession of the premises of the Franchise Outlet for the duration of any renewal term;

Section 4.3. FRANCHISEE shall have given FRANCHISOR written notice of its desire to renew not later than ninety (90)
working days prior to the expiration of the Term of this Agreement;

Section 4.4. FRANCHISEE has timely met and satisfied all monetary and other obligations owed by FRANCHISEE to
FRANCHISOR or the Affiliates of FRANCHISOR, if any, and has timely met these obligations throughout the Term of this
Agreement;

Section 4.5. FRANCHISEE shall execute FRANCHISOR’s then and/or current standard form of franchise agreement between
FRANCHISOR and its FRANCHISEE (the terms of which may differ from the terms of this Agreement); and,

Section 4.6. FRANCHISEE has executed a general release, in a form prescribed by FRANCHISOR, of any and all claims
against FRANCHISOR and its Affiliates, if any, and their respective shareholders, directors, officers, agents and employees,
for the period prior to the beginning of the renewal period, except for liability due to non-fulfillment of FRANCHISOR’S
responsibilities under the Agreement or those arising from third party suits brought about by the use of the Marks.

Section 5. Upon the occurrence of any of the following acts, FRANCHISEE shall immediately be in default without any
opportunity to cure such default, and FRANCHISOR may at its option, upon ten (10) days prior written notice to FRANCHISEE,
terminate this Agreement:

a. If FRANCHISEE uses unauthorized consumables other than those sourced through FRANCHISOR and/or
its authorized supplier, if any;

b. The conduct of FRANCHISEE in operating the Franchised Outlet is contrary to the terms of this
Agreement, the System and the Manuals, such as that of selling unauthorized products and/or services to
the public;

c. The FRANCHISEE, if an individual, or any of the FRANCHISEE’s directors, officers, members or partners
is convicted (whether or not by final judgment) of a felony or a crime involving moral turpitude, or any
other crime or offense that is reasonably or likely, in the sole reasonable opinion of FRANCHISOR, to
adversely affect the System, the Marks of the FRANCHISOR, the goodwill associated with the System or
the interest of FRANCHISOR in each of them;
 d. The disclosure or unauthorized use by FRANCHISEE, FRANCHISEE’s partners, shareholders, directors,
officers or employees of the contents of the Manuals, trade secrets or confidential or proprietary
information provided to FRANCHISEE by FRANCHISOR in violation of this Agreement;

e. If FRANCHISEE repeatedly breaches any provision of this Agreement on two (2) or more occasions in
any twelve (12)-month period, or four (4) or more occasions in any consecutive twenty-four (24)-month
period, even if FRANCHISEE timely cured any such prior breach, and even if FRANCHISEE would
otherwise be given an opportunity to cure the current default;

f. Failure, refusal, or neglect of FRANCHISEE to promptly pay any moneys owed to FRANCHISOR, its
subsidiaries or Affiliates, when due, or to submit the financial or other information required by
FRANCHISOR under this Agreement;

g. Misuse or unauthorized use by FRANCHISEE of the Marks or other material impairment of the goodwill
associated therewith or the right of FRANCHISOR therein;

h. FRANCHISEE’S commencement of, or conducting any business operation, or marketing of any other
product and/or service, under a name or mark which in the reasonable sole opinion of FRANCHISOR, is
confusingly similar to the Marks;

i. FRANCHISEE, without FRANCHISOR’S prior consent, ceases to operate or otherwise abandons the
System or, upon full or partial destruction of the Franchise Outlet, FRANCHISEE fails to rebuild and
resume full operations within the period prescribed herein. Cessation of the business shall not, however,
constitute a default under this Agreement if caused by condemnation, or when failure to rebuild following
destruction of the Franchise Outlet is prohibited by law and/or by the authorities;

j. Default of FRANCHISEE in the performance of any term, condition or obligation in payment of any
indebtedness to its landlord or sub-landlord, distributor or suppliers or others arising out of the purchase of
inventory, supplies or purchase or lease of equipment for operation of the Franchise Outlet, unless
FRANCHISEE is determined by a court of competent jurisdiction to be not in default;

k. In the event of a default by FRANCHISEE, all of FRANCHISOR’S costs and expenses arising from such
default, including reasonable legal fees and reasonable hourly charges of FRANCHISOR’S administrative
employees shall be paid to FRANCHISOR by FRANCHISEE within five (5) days after the cure.

Section 6. Except as otherwise provided in this Agreement, FRANCHISEE shall have ten (10) days after FRANCHISOR’s
written notice of default within which to remedy any default under this Agreement and to provide evidence of such remedy to
FRANCHISOR. If any such default is not cured within that time period, or such longer time period as the FRANCHISOR may
exclusively grant, FRANCHISOR may, at its option, terminate this Agreement and all the rights granted herein, by sending to the
FRANCHISEE a written notice of termination of this Agreement not later than five (5) days prior to the effective date of termination. At
the effective date of termination, this Agreement and all rights granted herein shall terminate without further act of the Parties.

ARTICLE V

LOCATION

Section 1. The business site, which was evaluated and approved by the FRANCHISOR as suitable to conduct the franchise
business, is located at ROBINSONS MALL- JARO BRANCH.

Section 2. It is agreed by both parties that the non-exclusive franchise granted to the FRANCHISEE is limited only to the
identified site or Location as described above; and thus, the FRANCHISEE is prohibited to conduct its franchise business outside of its
identified site or Location unless otherwise agreed upon by both parties.

ARTICLE VI

MANAGING THE BUSINESS

Section 1. It is understood that the FRANCHISEE shall exert best and continuing diligent efforts in the management of the
business in accordance with the standard set by the FRANCHISOR as contained in the FRANCHISOR as contained in the franchise
operation manual and/or this Agreement.

Section 2. As the success of the business will largely depend on the attention the FRANCHISEE will spend therein, which both
parties acknowledged as correct, the FRANCHISEE is obliged to manage personally his/her outlet particularly in the first year of the
operation and in the succeeding years.

Section 2.1 FRANCHISOR, on the other hand, shall maintain an advisory relationship with the FRANCHISEE including
consultation in the areas of marketing, advertising, accounting, food technology, operational systems and procedures and
general business operations, among others.

Section 3. Infrastructure, lighting and fixtures and other equipment or paraphernalia used in the operation of the business shall
be maintained properly by the FRANCHISEE and shall be refurnished from time to time especially if it has deteriorated below the
standard set by the FRANCHISOR. The maintenance and/or refurnishing of the outlet including the cost or charges thereof shall be for
the sole account of the FRANCHISEE.
 ARTICLE VII

CONSTRUCTION AND OPERATION OF THE BUSINESS

Section 1. The FRANCHISEE shall continuously operate the PUB EPRESS outlet daily during such hour of the day and during
such days of the year as shall be specified by the FRANCHISOR.

Section 2. FRANCHISEE, at its own expense, shall: (i) construct on or renovate the Location in order to implement the System
and operate the Franchise Outlet; and, (ii) obtain all necessary government permits and licenses prior to beginning the construction or
renovation of the Location.

Section 2.1. Before commencing any construction or renovation of the Franchise Outlet, FRANCHISEE shall first secure the
written approval of the FRANCHISOR of the plans or designs for the construction or renovation of the Franchise Outlet, to
ensure that these comply with the standards, plans, and specifications required by the System and the FRANCHISOR.

Section 2.2. FRANCHISEE shall not construct or remodel the interior or exterior of the Franchise Outlet or make any
improvement which varies from the standards, plans and specifications approved by FRANCHISOR, without first obtaining
FRANCHISOR’S prior written approval.

Section 2.3. To aid the FRANCHISEE, FRANCHISOR shall provide FRANCHISEE with a list of accredited suppliers,
contractors or designers, if any, familiar with the standards, plans, and specifications required by the System and the
FRANCHISOR, from whom FRANCHISEE shall source materials or equipment, or whom FRANCHISEE shall engage for
design and construction services, for the Franchise Outlet.

Section 2.4. FRANCHISEE shall fully complete the renovation, construction and equipment installation of the Franchise Outlet
within a reasonable time after the execution of this Agreement.

Section 2.5. From time to time, the Franchise Outlet may need improvements or equipment change or addition in order to
comply with the Manuals and to maintain proper operations and an aesthetic appearance and professional image. Accordingly,
FRANCHISOR may require remodeling and renovation, modifications to existing equipment, and improvements as may be
reasonably necessary.

Section 3. FRANCHISEE shall commence commercial operations at the Franchise Outlet not later than ninety (90) days from
the date of this Agreement, provided, that there is no delay and/or failure on the part of FRANCHISOR’S own accredited supplier(s), if
any, in complying with its/their own commitments and/or obligations to the FRANCHISEE. FRANCHISEE shall give FRANCHISOR
written notice not later than ten (10) days prior to commencing operations.

Section 4. Prior to commencing commercial operations, FRANCHISEE must be in full compliance with all of FRANCHISOR’S
pre-operating standards including, but not limited to, those relating to the training of FRANCHISEE’S employees.

Section 5. FRANCHISEE shall not commence commercial operations of the Franchise Outlet unless:

a. FRANCHISEE shall have obtained, at his/her/its own expense, all government licenses necessary to operate the
Franchise Outlet;

b. Construction, renovation or equipment installation of the Franchise Outlet is complete, as reasonably determined
by the Franchisor; and,

c. As reasonably determined by the FRANCHISOR, the Franchise Outlet is manned by a sufficient complement of
managers and personnel, all of whom shall have successfully completed the FRANCHISOR’S training program.

Section 6. FRANCHISEE shall comply with the quality standards of the FRANCHISOR and shall employ its best efforts to
promote and increase the sales and service in the Franchise Outlet and ensure that all its employees provide superior customer care.
FRANCHISEE shall, upon the written request of FRANCHISOR, provide FRANCHISOR a list of the employees and weekly schedule at
the Franchise Outlet. FRANCHISEE shall maintain a competent, conscientious, and qualified staff at the Franchise Outlet and shall
train each employee in product knowledge and in methods and techniques developed by FRANCHISOR to the extent necessary or
appropriate for such employee to perform his or her duties and functions.

Section 7. FRANCHISEE shall ensure that the Franchise Outlet and the business therein comply with applicable laws,
ordinances and government rules, regulations and other requirements, including but not limited to the undertaking and maintenance, at
its own expense, of proper waste disposal and management system for chemical effluents, in compliance with the standards mandated
by law.

Section 8. FRANCHISOR may reasonably require FRANCHISEE, at FRANCHISEE’S expense, to remodel, renovate,
modernize and redecorate the Franchise Outlet in accordance with FRANCHISOR’S standards and specifications; provided, that such
requirement shall not be made earlier than two (2) years after the date of this Agreement; provided further that any subsequent
requirement shall not be made earlier than two (2) years from the time that a prior requirement was made.

Section 9. If the Franchise Outlet is rendered fully or partially non-operational by any cause, including the effect of a fortuitous
event, the term of this Agreement shall not be extended thereby. FRANCHISEE shall repair or rebuild the Franchise Outlet such that
commercial operations may be fully resumed not later than ninety (90) days from the time that commercial operations fully or partially
ceased as aforementioned.

ARTICLE VIII

FEES

Section 1. As a consideration for the award of a non-exclusive PUB EXPRESS Franchise, the FRANCHISEE shall pay the
FRANCHISOR a non-refundable fee of SEVEN HUNDRED THOUSAND PESOS (Php 700,000.00), excluding value added tax (the
Franchise Fee”). The FRANCHISOR shall not be obliged to refund any part of the Franchise Fee even if this Agreement and/or the
License is terminated before the expiration of the Term. Of this Franchise Fee, ONE HUNDRED THOUSAND (Php 100,000.00) shall be
paid by the FRANCHISEE to the FRANCHISOR upon the signing of this Agreement and the balance thereof shall be paid every
TENTH (10TH) DAY OF THE FOLLOWING MONTH thereafter.
Section 2. FRANCHISEE shall also pay the FRANCHISOR a Monthly Service Fee (MSF) of THREE PERCENT(3%) OF
GROSS SALES EVERY MONTH. Payment of said monthly service fee for the month shall be made not later than the 10th day of the
succeeding month.

Section 2.1. The MSF stated above shall take effect sixty (60) calendar days after the agreed effectivity date of this
Agreement.

Section 2.2. Any delay in the payment of service fee and supplies and materials delivered by the FRANCHISOR to the
FRANCHISEE is subject to a surcharge fee of 2% per month on the outstanding balance until fully paid.

Section 2.3. The Franchisor has the option to increase the MSF within the term of this Agreement, a minimum of 3% to a
maximum of 10% from the base amount as stated herein.

Section 3. Should there be any discrepancy between the accounting records of the FRANCHISOR and the FRANCHISEE, an
external auditor acceptable to both parties shall be contracted to resolve such discrepancy. However, professional fees for the said
external auditor shall be for the account of the FRANCHISEE.

Section 4. Costs of the initial training of the FRANCHISEE and its eighy (8) personnel shall be free of charge. However, for the
subsequent compulsory training which will upgrade and update both the FRANCHISEE and its crew of the products and services of the
FRANCHISOR, a training fee of FIVE HUNDRED PESOS (P500.00) per head shall be charged to the FRANCHISEE.

Section 4.1. In the event that the FRANCHISEE is caught to have personnel manning their outlet who have not undergone the
prescribed training, the FRANCHISOR has the right to:

a. Temporarily close the FRANCHISEE’S outlet until such time he/she has a personnel that passed the training
program; or,

b. Continue operation, in cases where only one (1) of the eight (8) personnel who have undergone training has
resigned, provided that the seven(7) trained personnel shall man the outlet and the untrained personnel will have
to undergo training.

c. Continue operation, in cases where two (2) of the eight (8) personnel who have undergone training resigned,
provided that the only trained personnel shall have to extend his/her working hours to man the outlet and the
untrained personnel will have to undergo training.

d. Continue operation, in worst cases where all personnel who have undergone training resigned, provided that the
personnel to man their outlet shall be those provided by the FRANCHISOR at a given rate, which will be charged
to the account of the FRANCHISEE.

Section 5. In the event that the FRANCHISEE decides to transfer the location of the business to a site outside of the area as
described in Article V of this Agreement, FRANCHISEE shall submit a new Letter of Intent for the new Location and, FRANCHISEE
shall pay the FRANCHISOR the amount of TWENTY THOUSAND (P20,000.00) PESOS as Location Transfer Fee. However, the
transfer of location shall be effected only upon the approval of the FRANCHISOR.

Section 5.1 In the transfer of the location of the outlet, the period of the franchise, whatever remains therein, shall not be
affected and shall remain unchanged.

ARTICLE IX

GOODS AND SERVICES PROVIDED BY THE FRANCHISOR

Section 1. FRANCHISOR shall make available to the FRANCHISEE all products, goods, ingredients, supplies, commodities
and merchandise at such prices as the FRANCHISOR may prescribe from time to time. The FRANCHISEE undertakes to pay the
aforementioned products and goods strictly on a cash basis unless FRANCHISOR shall prescribe, in writing, another mode of payment.

Section 1.1. Orders must be placed every upon communication by the FRANCHISEE to the FRANCHISOR. FRANCHISOR
will prepare outlet orders accordingly for pick-up by the FRANCHISEE.

Section 1.2. . In case of failure or delay on the part of the FRANCHISEE to place the orders on or before the cut off time on the
assigned dates, the FRANCHISOR shall not be liable for the absence of supplies allotted for the Franchised Outlet.

Section 1.3. In case of failure or delay on the part of the FRANCHISEE to pick- up the ordered goods and supplies at the
agreed scheduled date, the FRANCHISOR shall not be liable in case stocks in the Franchised Outlet runs out.

Section 1.4. FRANCHISOR does not provide delivery service for supplies, it is the sole responsibility of the FRANCHISOR to
pick up inventory supplies from the place assigned by the FRANCHISOR.

Section 2. FRANCHISOR shall develop a continuous training program for the FRANCHISEE and its crew. While the
development of the program is for the account of the FRANCHISOR, a P500.00 fee per head shall be charged to the FRANCHISEE for
the compulsory follow-up training.

Section 3. FRANCHISOR shall provide the FRANCHISEE an Outlet Operations Manual which contains the standards,
specifications, procedures and techniques of the operation of PUB EXPRES. This manual, which must be strictly followed by the
FRANCHISEE, shall be returned to the FRANCHISOR upon termination and/or expiration of this Agreement.
 Section 4.1 The FRANCHISEE is, however, strictly prohibited to divulge or expose the said Outlet Operations Manual to
anyone including his/her nearest relative not involved in the business.

Section 5. FRANCHISOR shall provide assistance to the FRANCHISEE in the development of local advertising and marketing, when
and if applicable, for Franchised Branches, which will be termed as Local Store Marketing. Advertising and promotional activities and
materials thereof, prepared by the FRANCHISEE for Local Store Marketing purposes shall first be approved by the FRANCHISOR
before being implemented.

Section 5.1 The limit on the local advertising, or Local Store Marketing, shall be agreed upon by the FRANCHISEE and
FRANCHISOR.

Section 6. FRANCHISOR shall likewise provide management assistance to the FRANCHISEE in the form of periodic visits at
least once every month.

ARTICLE X

PERSONNEL RECRUITMENT, TRAINING AND DEVELOPMENT

The FRANCHISOR recognizes the key role of people in the successful implementation of the PUB EXPRESS SYSTEM and,
therefore, deems it appropriate to ensure that the best, competent and qualified people are hired to man the outlet. In such a case, the
FRANCHISEE is obliged to comply with the following:

Section 1. The FRANCHISEE, although is the one who will provide the required personnel to man the outlet, shall hire and
employ only personnel who passed the required screening and training process of the FRANCHISOR. It is understood then that the
personnel hired and employed by the FRANCHISEE is not the employee of the FRANCHISOR but the direct employee of the
FRANCHISEE.

Section 2. The FRANCHISEE and its crew shall personally undergo and complete the Training Program before they are
allowed to operate and man the outlet.

Section 3. The FRANCHISEE shall allow the FRANCHISOR to periodically conduct Performance Appraisal of outlet personnel
of the FRANCHISEE.

Section 3.1 Should the personnel of the FRANCHISEE fail to meet the performance standard requirement of the
FRANCHISOR, the FRANCHISEE shall immediately replace the inefficient personnel without further delay.

Section 4. FRANCHISEE shall comply strictly with the provisions of the law, specifically but not limited to wages, allowances
and labor standard benefits and other social benefits like SSS, Philhealth etc.. The Franchisor has the right to check the Franchisee’s
compliance of the provisions of the law.

ARTICLE XI

STANDARD OF OUTLET OPERATION

PUB EXPRESS RESTO has developed standard procedures in the operations of all Franchised Outlets for the purpose of
ensuring uniformity and quality control in the implementation of its unique PUB EXPRESS SYSTEM. In such a case, the FRANCHISEE
is obliged to comply with the following:

Food Products

Section 1. The Franchisee shall engage in the business at the Retail Shop Level only and shall not manufacture, distribute,
produce, sell, market and/or advertise for sale or give away any food products other than those specified by the FRANCHISOR.

Section 2. All products shall be sold under the mark or the brand name designated by the FRANCHISOR and no product shall
be sold under any mark or brand name.

Section 3. Products sold by the FRANCHISEE shall be of the highest quality and shall comply with the quality standards set by
the FRANCHISOR.

Section 4. Products shall be sold exclusively following the pricing policy of the FRANCHISOR.

Section 5. Should a problem on the supplies arise from the part of the supplier. FRANCHISOR is not liable to FRANCHISEE.
But FRANCHISOR will exert all its effort to remedy such problem at the earliest opportunity.

Section 6. The FRANCHISEE, after being advised in writing, shall sell additional new food items that may be developed by the
FRANCHISOR; provided that the FRANCHISEE is given ample time to introduce the said new product. However, the development of
all such items and establishment of standard, restrictions and specifications shall be exclusively undertaken by the FRANCHISOR.

Packaging Materials

Section 7. FRANCHISEE shall use in the branch and in the selling of foods and drinks only such container, carton, bags,
sacks, napkins and other paper goods and other packaging materials that comply with the prescribed standards and specifications set
by the FRANCHISOR in the sale of PUB EXPRESS products.
 Section 8. No item of merchandise, furnishing, interior and exterior decor items, supplies, fixtures, equipment bearing the
Marks of FRANCHISOR shall be used in or upon the Franchise Outlet unless the same shall have been first submitted to and approved
in writing by FRANCHISOR.
Business System Practice

Section 9. The Franchisee shall strictly follow the business policies, procedures and controls established by the
FRANCHISOR, including amendments thereof; and, shall keep the outlet open not less than six (6) days per week nor less than eight
(8) hours per day; provided, however, that nothing herein shall prevent the FRANCHISEE from closing the outlet pursuant to local law,
rules and/or customs. FRANCHISEE agrees to operate its System during such hours and that business hours be properly posted and
seen by customers.

Section 10. If the Franchise Outlet is located in a mall or shopping center, the opening and closing times of the Franchise
Outlet shall be that of the mall or shopping center. The FRANCHISEE may, in its reasonable discretion, extend such operating hours if
justified by need or demand. FRANCHISEE shall diligently and efficiently exercise its best efforts to achieve the maximum gross sales
possible from the Location.

ARTICLE XII

PUB EXPRESS MANUAL

In order to promote the value and goodwill of the Marks and the System, and to protect the Marks and the other franchisees, if any, of
FRANCHISOR who comprise the “PUB EXPRESS” franchise system, FRANCHISEE agrees to conduct its business in accordance with
the standards promulgated by FRANCHISOR as follows:

Section 1. FRANCHISOR shall provide, on loan basis, the FRANCHISEE an Outlet Operations Manual which contains the
standards, specifications, procedures, and techniques of the PUB EXPRESS SYSTEM.

Section 2. FRANCHISOR shall provide the FRANCHISEE with documents on operating procedures in order to assist the latter
in developing financial records and controls, personnel policies and production methods.

Section 3. FRANCHISOR may revise or modify from time to time the contents of the manuals to incorporate new
developments regarding standard specifications, procedures and techniques.

Section 4. Outlet Operations Manual being part of the Franchise Agreement duly signed by the parties, the FRANCHISEE
must strictly comply with the contents thereof.

Section 5. For the reason that any and all manuals provided by the FRANCHISOR contain materials that are of a confidential
nature, the FRANCHISEE is prohibited to divulge, expose and/or distribute it to any third party including but not limited to its nearest
relative except to its authorized officers and middle management personnel. The Manuals and all amendments to the Manuals and
copies thereof, including all translations thereof, if any, remain the property of the FRANCHISOR. They are loaned to FRANCHISEE for
the Term of the Agreement and must be returned to FRANCHISOR upon the termination, expiration of the Term of or non-renewal of
this Agreement. FRANCHISEE shall sign an acknowledgment receipt of the Manuals from FRANCHISOR in the form prescribed by the
FRANCHISOR.

Section 6. The Manuals are highly confidential documents that contain certain trade secrets of FRANCHISOR, and
FRANCHISEE shall never reveal any of the contents of the Manuals or any other publication or secret provided by FRANCHISOR,
except to managers and employees of FRANCHISEE as is reasonably necessary for the operation of the Franchise Outlet. The
Manuals shall be kept confidential by FRANCHISEE both during the Term of this Agreement and subsequent to the expiration and/or
termination of this Agreement. FRANCHISEE shall at all times ensure that a copy of the Manuals is available at the Franchise Outlet
premises in a current and up-to-date manner. At all times that the Manuals are not in use by authorized personnel, FRANCHISEE shall
maintain the Manuals in a locked receptacle at the premises of the Franchise Outlet, and shall only grant authorized personnel, as may
be defined in the Manuals, access to the key or lock combination of such receptacle.

Section 7. All employees of FRANCHISEE having access to the confidential and proprietary information of FRANCHISOR and
the Manuals, including all personnel performing managerial or supervisory functions and all personnel receiving training from
FRANCHISOR, shall be required to execute a non-disclosure agreement (NDA) in a form satisfactory to FRANCHISOR, which contains
restrictions on the use and disclosure of confidential and proprietary information, and non-competition covenants. FRANCHISEE shall
be named as a party to such non-disclosure agreement and FRANCHISOR shall be designated as a third-party beneficiary of such
non-disclosure agreement with an independent right to enforce it.

Section 8. In the event of any dispute arising from the contents of the manual loaned to the FRANCHISEE, the master copy of
the manual maintained by the FRANCHISOR shall take precedence.

ARTICLE XIII

ACCOUNTING PROCEDURE

Section 1. The FRANCHISEE shall at all times keep records, accounts, books and data (“Business Records”) which shall
accurately reflect all particulars relating to the business in such form as the FRANCHISOR may require from time to time, in its outlet or
principal place of business.

Section 1.1 For several franchised outlets under a sole proprietorship, which has no other business address or head office, the
principal place of business shall be the first franchised outlet. No transactions are done on the residence of the
FRANCHISEE.

Section 1.2 For franchised outlets under a partnership or a corporation, the principal place of business shall be the head office.

Section 1.3 The principal place of business of the FRANCHISEE is at Phase 1, Alta Tierra Village, Jaro Iloilo City
Philippines.
 Section 2. Being under the control and supervision of the FRANCHISOR, the FRANCHISEE shall allow the FRANCHISOR or
any of its duly authorized representatives to examine and audit the above-mentioned Business Records during reasonable times of the
day.

Section 3. Daily Sales and Inventory report shall be made available in the outlet for checking and for pick up by PUB
EXPRESS authorized representative. However, if such document/s were not picked up, the franchisee shall submit DSR not later than
the 10th day of the following month together with the Profit and Loss Statements. The franchisee shall also report its daily sales through
text not later than 3:00 o’clock pm of the following day.

Section 4. FRANCHISEE shall submit to the FRANCHISOR not later than thirty (30) days from the end of its fiscal year a copy of its
Financial Statements for the preceding year duly certified by and acknowledged by a Certified Public Accountant (CPA).

Section 5. FRANCHISOR reserves the right to hire an External Auditor acceptable to the FRANCHISEE for veracity or audit
purposes; provided the fees of the External Auditor shall be for the account of the FRANCHISEE.

Section 5.1 Any discrepancy uncovered as per audit made by the said auditor shall be resolved amicably among parties.

Section 6. The FRANCHISEE undertakes to preserve for a period of not less than five (5) years all accounting records and
supporting documents related to the FRANCHISEE’s Operations.

ARTICLE XIV

PURCHASE OF INGREDIENTS, SUPPLIES AND MATERIALS AND PRICING

Section 1. In order to maintain the standards of quality at the Franchised Outlet and achieve consistency and uniformity
throughout the System, FRANCHISEE shall strictly purchase food items or commodities, ingredients and equipment used in the
operation of the franchise business exclusively from the FRANCHISOR. These items are raw materials, machines and equipment,
small wares and utensils, cleaning supplies, packaging materials, streamers, stickers, flyers, uniforms, tarpaulin, and other promotional
materials which may or may not bear the Mark. Any attempt to purchase materials used in the operation of PUB EXPRESS store other
than the FRANCHISOR’S shall require a written approval from the latter. Cost of deliveries and/or freight of food items, commodities or
ingredients used in the branch’s operation shall be for the FRANCHISEE’S account.

Section 2. FRANCHISOR shall regularly issue an official price list for the following PUB EXPRESS supplied items:

A. Food preparations;
B. Packaging and collateral materials with the Mark;
C. Promotional Materials;
C, Uniforms i.e. T-shirts, caps, aprons, etc.
D. Other supplies, materials and equipment that may be required from time to time.

Section 2.1 Any change in the price list as well as in the aforementioned items will take effect after fifteen (15) days prior
notice.

Section 3. FRANCHISOR shall have the right to approve all retail price adjustments which the FRANCHISEE may propose.
Any request for retail price adjustments must be in writing and must be accompanied with a survey of competitive pricing within the
FRANCHISEE’S area of operation.

Section 4. In order to establish uniformity of taste and quality of the products, FRANCHISOR has developed and will continue
to develop secret blend of sauces, spices, flavoring and other trade secrets (‘Formulations”), which will be made available only to the
FRANCHISEE by the FRANCHISOR or its duly appointed suppliers.

Section 5. FRANCHISEE shall not sell or dispose to any person any of the FRANCHISOR’S approved ingredients, supplies,
materials and equipment without the expressed written consent of the FRANCHISOR.

Section 6. All supplies, materials, ingredients and equipment purchased by the FRANCHISEE from the FRANCHISOR must
be paid strictly on a Cash basis unless another mode is agreed upon in writing by the parties.

Section 7 The FRANCHISEE is obliged to use only materials, ingredients, supplies, equipment and methods of product
preparation prescribed by the FRANCHISOR in accordance with the latter’s standards and specifications, including any future
modification thereof.

ARTICLE XV

DESIGN AND APPEARANCE

Section 1. The FRANCHISEE shall maintain a signage for its storefront and environs that conforms to FRANCHISOR’S
specifications.

Section 2. The FRANCHISEE shall put up product signs, menu boards, poster and other merchandising items in the outlet as
may be required from time to time by the FRANCHISOR in order to promote and advertise its trade name and products.

Section 3. The FRANCHISEE shall not advertise, permit the posting and/or display of any unauthorized promotional items
within the PUB EXPRESS outlet, nor permit the use of the outlet or its promotional items for movie or teleplay, TV, print media or other
forms of commercial without the expressed written consent of the FRANCHISOR.

Section 4. All other exterior and interior identification and signage, not usually provided by the FRANCHISOR, for the
FRANCHISEE’S outlet must have prior approval of the FRANCHISOR and shall be charged to the FRANCHISEE.
 Section 5. The FRANCHISEE shall ensure at all times that all of its employees shall be neat and clean in appearance and
shall render efficient and courteous service to all its customers.

Section 6. All employees of the FRANCHISEE shall wear, while on duty, complete uniforms, duly prescribed by the
FRANCHISOR. FRANCHISEE shall cause all employees, while working in the Franchised Outlet, to: (i) wear uniforms of such color,
design and other specifications as FRANCHISOR may designate from time to time, which shall or may include the “PUB EXPRESS”
standard identification card; and, (ii) present a neat and clean appearance. In the event the type of uniform utilized by FRANCHISEE is
removed from the list of approved uniform, FRANCHISEE shall have sixty (60) days from receipt of written notice of such removal to
discontinue use of its existing inventory of uniforms and implement the approved type of uniform.

Section 7. The FRANCHISEE is obliged to replace worn out uniforms and other uniform peripherals from time to time. New
uniforms shall be charged to the account of the FRANCHISEE.

Section 8. Franchisee shall procure, display and use only such equipment and furniture as specified by the FRANCHISOR,
including any modifications thereof.

Section 9. The FRANCHISOR shall have the right to approve all equipment, fixtures and layout.

Section 10. The FRANCHISEE shall use the Marks only in connection with the Franchise Business and the FRANCHISEE
agrees and acknowledges the following:

A. All provisions under this Agreement inures to the benefit of the FRANCHISOR;
B. FRANCHISOR is the owner of the Marks and the goodwill associated therewith; and
C. The Marks are valid.

Section 10.1 FRANCHISEE agrees not to contest the validity of the Mark during or after the expiration of the awarded
franchise although the FRANCHISEE, within the franchise period, has the right to use the Marks and the goodwill associated
therewith.

Section 11. The FRANCHISOR should regularly check the branch infrastructure and equipment for any repairs or
improvements every three (3) months. Should there be any repairs, maintenance or improvements needed, the FRANCHISOR should
advise the FRANCHISEE in writing along with the list of accredited suppliers and providers, if any.

Section 11.1 The cost of repair, maintenance or improvements shall be discussed between the FRANCHISEE and the
concerned supplier or provider and shall be charged for the account of the FRANCHISEE. Any disputes, warranties or
damages with the repairs shall be discussed between the two (2) parties and the FRANCHISOR shall not be held liable for any
agreement between the FRANCHISEE and the supplier or provider.

Section 12. FRANCHISEE shall display the Marks only and affix thereto any legends, markings and notices of trademarks
registration of PUB EXPRESS in such form and manner as specifically approved by the FRANCHISOR.

Section 13. Although the FRANCHISOR agrees to protect and defend the Marks at its sole cost and expenses, FRANCHISEE
agrees to cooperate fully with the former in the defense and protection of the Marks.

Section 13.1 FRANCHISEE shall also promptly advise the FRANCHISOR of any possible infringement of the PUB EXPRESS
SYSTEM especially the latter’s trade name and trade mark by any person or entity; and for this purpose, FRANCHISEE shall
help, whether as witness or in any other capacity, in the prosecution of the possible violations of the infringement rights of the
FRANCHISOR under the existing laws.

Section 13.2 Decisions regarding action involving the protection and the defense of the Marks shall be solely at the discretion
of the FRANCHISOR.

Section 14. During or after the term of the franchise, FRANCHISEE shall not use, in whole or in part, the Marks or anything
similar thereto of the FRANCHISOR, as part of the FRANCHISEE’S name or as the name of any entity other than the FRANCHISOR.

Section 15. FRANCHISEE shall not use any trademarks or other identifying characteristic in connection with the Franchise
Business other than the Marks of the FRANCHISOR.

Section 16. During or after the term, Franchisee shall not use any other trademarks or other identifying characteristic which is
similar to the Marks of the FRANCHISOR.

Section 17. FRANCHISEE agrees to join with the FRANCHISOR in any application or petition for the purpose of registering
the FRANCHISEE as a registered or permitted user, or the like, of the Marks of the FRANCHISOR with any appropriate governmental
agency or entity.

Section 17.1 Upon termination of this Agreement for any reason whatsoever, the FRANCHISOR may immediately apply for
the cancellation of the FRANCHISEE’S status as a registered or permitted user and the FRANCHISEE shall consent in writing
to the cancellation and shall join in the said petition. The cost of the filing of the petition or application shall be at the expense
of the FRANCHISOR.

Section 18. The FRANCHISOR shall have the right to make additions to, deletions from and changes in the Mark at its
complete discretion, and the FRANCHISEE shall immediately adopt and use any and all such additions, deletions and changes.

Section 19. In case the FRANCHISOR is ordered by a court to desist from using any PUB EXPRESS Mark including other
peripherals associated with the trade mark, the FRANCHISEE agrees to abide with such order without recourse against the
FRANCHISOR.
 ARTICLE XVI

ADVERTISING AND PROMOTIONS

Section 1. For the reason that the FRANCHISEE recognizes the need for a singular message in attracting the PUB EXPRESS
System’s target market in order to patronize the product of the FRANCHISOR, the FRANCHISEE agrees to conform with the
FRANCHISOR’S choice of advertising and promotional modes as well as the choice of advertising agency for the PUB EXPRESS
System.

Section 2. The FRANCHISEE shall not be allowed to advertise or promote on its own the FRANCHISOR’S Marks and
products without the written consent and approval of the FRANCHISOR; provided, however, that all advertising materials must be in the
form and substance prescribed by the FRANCHISOR.

Section 3. In case the FRANCHISEE proceeds without the approval of the FRANCHISOR or even with the approval thereof
but the advertising materials do not conform to the form and substance prescribed by the FRANCHISOR, the FRANCHISEE, upon
written notice from the FRANCHISOR, shall promptly remove the materials and shall cease to distribute the materials and signs.

Section 3.1 If FRANCHISEE fails to do so within a period of five (5) days from receipt of such notice, the FRANCHISOR or its
authorized agents, at any time thereafter, may remove unsatisfactory signs or advertising materials, without being liable to the
FRANCHISEE for the value of such materials or for any other claims of the FRANCHISEE against the FRANCHISOR arising
out of such removal.

Section 4. The FRANCHISOR shall render assistance in the form of banner, flyers and balloons to the FRANCHISEE for the
grand opening of the outlet, however, PR expenses such as gifts, payment to the press people shall be shouldered by the
FRANCHISEE.

Section 4.1 FRANCHISEE shall follow the Standard Operating Procedure for the Grand Opening as prescribed by the
FRANCHISOR.

Section 4.2. Should the FRANCHISOR deem it necessary for the franchised branch to exert additional and more intense
efforts in marketing, the FRANCHISEE agrees to conform to the FRANCHISOR’S directives and suggestions. The cost of the
marketing efforts shall be charged to the account of the FRANCHISEE.

ARTICLE XVII

INSURANCE

Section 1. The FRANCHISEE may procure, on its own account, Standard Medical and Accident Insurance for all its crews or
employees.

Section 2. Prior to the opening of the Franchised Outlet, the FRANCHISEE shall secure a Comprehensive Group Liability
Insurance from the insurance company designated by the FRANCHISOR and for the amount set by the FRANCHISOR, which liability
insurance shall be for a period of three (3) years.

Section 3. FRANCHISEE shall likewise obtain property insurance for all its equipment for coverage of at least P300,000.00,
from the authorized insurance company of the FRANCHISOR.

Section 4. FRANCHISEE shall submit to the FRANCHISOR all insurance policies seven (7) days prior to the opening of the
franchise outlet.

Section 4.1 In case of failure on the part of the FRANCHISEE to submit all insurance policies, the FRANCHISOR may obtain
the required insurance for and in behalf of the FRANCHISEE but the costs thereof shall be charged solely to the
latter’s account.

Section 5. In the event of damage to the Franchise Outlet covered by insurance, the proceeds of any such insurance shall be
used to restore the Franchise Outlet to its original condition as soon as possible, unless such restoration is prohibited by the Location
lease or FRANCHISOR has otherwise consented in writing. FRANCHISEE shall promptly provide to FRANCHISOR proof of insurance
coverage upon obtaining such insurance, and/or at such other times upon the request of FRANCHISOR.

ARTICLE XVIII

TAXES AND LICENSE AND UTILITIES

Section 1. FRANCHISEE shall secure, on its own account, all necessary licenses and permits from the concerned government
agencies, whether national or local, for the operation of the PUB EXPRESS outlet.

Section 2. FRANCHISEE shall be responsible for installation of utilities like electricity, water supply and others, as needed by
its outlet.

Section 3. FRANCHISEE shall be responsible in paying all taxes required by the government for its Franchised Outlet.
 ARTICLE XIX

PROPRIETARY MARKS

Section 1. The FRANCHISEE acknowledges that: (1) PUB EXPRESS is a registered trademark of the FRANCHISOR; (2) The
said mark has been and is being used by the FRANCHISOR and by its other Franchisees and Licensees; (3) The said Marks, together
with other PROPRIETARY MARKS which may be required and acquired in the future, constitute part of the PUB EXPRESS SYSTEM
including the goodwill associated with and attached to the said mark and other PROPRIETARY MARKS.

Section 2. The FRANCHISEE agrees to use the said mark and other Proprietary marks only in the manner and to the extent
specifically authorized by this Agreement.

Section 3. The FRANCHISEE acknowledges that its authority to use any or all of the proprietary mark is non-exclusive and
that the FRANCHISOR, in its sole discretion, has the right to operate or franchise other PUB EXPRESS STORES and to grant other
franchises to any or all of the PROPRIETARY MARK, in such terms and condition as the FRANCHISOR deems proper. FRANCHISEE
shall not interfere in any manner with or attempt to prohibit the use of the Marks or the System by any other franchisee of
FRANCHISOR, distribution points or any other system used to sell “PUB EXPRESS” authorized products.

Section 4. The FRANCHISEE agrees that during the term of the Agreement and after the expiration of termination thereof, the
FRANCHISEE shall not directly or indirectly contest or aid in contesting the validity or ownership of the proprietary marks of the
FRANCHISOR.

Section 5. The FRANCHISEE unconditionally agrees to notify the FRANCHISOR promptly of any imminent, possible, and/or
current litigation instituted by any person or firm or corporation against the FRANCHISEE relative to the proprietary marks of the
FRANCHISOR.

Section 6. FRANCHISEE acknowledges the ownership by the FRANCHISOR of the trademark, trade name and proprietary
marks and their importance to the business operation of PUB EXPRESS store.

Section 7. Until such time that this Agreement is terminated for any reason whatsoever, the FRANCHISEE shall not:

A. Directly or indirectly participate or have any interest in the ownership of another business related to, similar to, or
directly competitive with the FRANCHISOR;

B. Divert or attempt to divert any business of, or any customer of the FRANCHISOR licensed herein to any other
competitive establishment through inducement or otherwise;

C. For himself, or in behalf of or in conjunction with any other persons, partnership, association or corporation, own,
maintain, engage in, participate on, or have any interest in the operation of any enterprise which is the same or
substantially similar to the business covered by this Agreement within the Philippines;

D. Employ or seek to employ any person who is at the time, operating or employed by or at the FRANCHISOR or any
other PUB EXPRESS store, whether company owned or franchised; or otherwise induce such person to leave his or
her employment thereat.

Section 8. If Article XVIII (D) is violated, the FRANCHISEE shall be liable to the FRANCHISOR and/or the former employer
(other Franchisee) for liquidating damages equal to twice the annual salary of the employee involved plus reimbursement of all cost and
attorney fees incurred.

Section 9. The FRANCHISEE shall have the option to terminate this Agreement by sending the FRANCHISOR a written notice
thereof ninety (90) days before the date of termination.

Section 10. The FRANCHISEE agrees to require all its officers and employees to sign an undertaking in a form approved by
the FRANCHISOR stating that they will not communicate or divulge to or use for the benefit of any other person, partnership,
association or corporation, any information or knowledge concerning the method of setting up and operating a PUB EXPRESS store.
The said template shall be provided to the FRANCHISEE along with the Operations Manual.

Section 11. FRANCHISEE shall not, and shall procure that its Affiliates and employees shall not apply, in any country, or
cause any third party to apply, or assist, directly or indirectly any third party to apply, for registration of any trademark or service mark
which is the same as, or confusingly similar to, any of the Marks. Any such party shall promptly assign to FRANCHISOR any such
applications for such trademark or service mark prior to the execution of this Agreement.

Section 12. FRANCHISEE shall not, and shall procure that its employees and Affiliates shall not use any Mark or portion of
any Mark as part of a corporate or trade name, or with any prefix, suffix, or other modifying words, terms, designs, or symbols, or in any
modified form. FRANCHISEE shall not, and shall procure that its employees and Affiliates shall not use any Mark in connection with the
sale of any unauthorized product or service or in any other manner not expressly authorized in writing by FRANCHISOR.

Section 13. FRANCHISEE shall promptly notify Franchisor of any suspected unauthorized use of the Marks, any challenge to
the validity of the Marks, any challenge to the ownership of the Marks, any challenge to the right of FRANCHISOR to use and to license
others to use the Marks, or any challenge to the FRANCHISEE’S right to use the Marks. FRANCHISEE acknowledges that
FRANCHISOR has the sole right to direct and control any administrative, civil and/or criminal proceeding or litigation involving the
Marks of FRANCHISOR, including any settlement thereof. FRANCHISOR has the right, but not the obligation, to take legal action
against uses by others that may constitute infringement of the FRANCHISOR’S Marks. FRANCHISOR shall defend FRANCHISEE
against any third-party claim, suit, or demand arising out of FRANCHISEE’S use of the Marks of FRANCHISOR. If FRANCHISOR, in its
sole discretion, determines that the Marks were used in accordance with this Agreement, the cost of such defense, including the cost of
any judgment or settlement, shall be borne by FRANCHISOR. In the event of any litigation relating to FRANCHISEE’S use of the
FRANCHISOR’S Marks, FRANCHISEE shall execute any and all documents and do such acts as may, in the opinion of
FRANCHISOR, be necessary to carry out such defense or prosecution, including, but not limited to, becoming a nominal party to any
legal action.

Section 14. If it becomes advisable, at any time, in the sole discretion of FRANCHISOR, for FRANCHISOR to modify or
discontinue use of any Mark, and/or use one or more additional or substitute trade names, trademarks, service marks, or other
commercial symbols, FRANCHISEE shall comply, at FRANCHISEE’S sole cost and expense, with directions of FRANCHISOR within a
reasonable time after notice to FRANCHISEE by FRANCHISOR. FRANCHISOR shall have no liability or obligation whatsoever with
respect to such modification, discontinuance, or substitution of any Mark by FRANCHISEE.

ARTICLE XX

COVENANT REGARDING OTHER BUSINESS INTEREST

Section 1. Acknowledging that the Products and the PUB EXPRESS System are unique and distinctive and have been
developed by the FRANCHISOR at great expense and effort, and further acknowledging the fact that the FRANCHISEE has regular
and continuing access to valuable and confidential information, training and trade secrets regarding the products, the System and the
Franchise Business, the FRANCHISEE:

A. Shall not, in any capacity whatsoever, either directly or indirectly, individually or as a member of any business organization
engage in the production or sale of retail of any food items similar or competitive to the product being sold by the
FRANCHISOR; or have any employment or interest in any firm engaged in the production or sale of products similar or
competitive to the product being sold by the FRANCHISOR.

B. Shall not let or permit any part of any approved premises owned or controlled by him to be used as a business, all or any
part of which, consist of the sale or retail of any food item similar or competitive to the Products being sold at the
FRANCHISEE’S outlet.

C. Upon expiration and termination of this Agreement for any reason, or if the FRANCHISEE assigns or transfer his interest in
the business, then for a period five (5) years thereafter, FRANCHISEE shall not engage in any capacity whatsoever, directly or
indirectly, individually or as member of any business organization in the production or sale or retail of any food similar to the
product of the FRANCHISOR.

ARTICLE XXI

FRANCHISOR RIGHT OF INSPECTION

Section 1. In order to preserve the validity and integrity of the proprietary marks and to assure that the standards and
specifications of the PUB EXPRESS SYSTEM are properly employed in the operation of the FRANCHISEE and its outlet, the
FRANCHISOR and its authorized representatives or agents shall have the right, at reasonable times with or without prior notice to the
FRANCHISEE, (1) to enter and inspect the FRANCHISEE’S outlet and storage or warehouse, (2) to inspect materials ingredients,
supplies, etc. to assure that the items conform to the standard and specification of the PUB EXPRESS SYSTEM, (3) to observe the
manner in which the FRANCHISEE is conducting its business operation and (4) to confer with the officer, employee and customers of
the FRANCHISEE.

Section 2. The FRANCHISOR may remove and confiscate any of these items which do not conform to its applicable and
prescribed standard and specification, without any liability on its part for whatever claims the FRANCHISEE may have against the
FRANCHISOR.

Section 3. In the event any such inspection indicates any deficiency or unsatisfactory condition with respect to any matter
required under this Agreement or the Manuals, including but not limited to quality, cleanliness, service and authorized product line,
FRANCHISOR will notify FRANCHISEE in writing of the non-compliance by FRANCHISEE with the Manuals, the System or this
Agreement. FRANCHISEE will have five (5) days after receipt of such notice, or such longer time period as FRANCHISOR, in its sole
discretion, may provide, to correct or repair such deficiency or unsatisfactory condition.

ARTICLE XXII

RELATIONSHIP OF PARTIES AND INDEMNIFICATION OF COMPANY

Section 1. FRANCHISEE agrees that it is an independent contractor and not an agent, legal representative, joint venture,
partner, employee or servant of the FRANCHISOR and is not empowered to act, in any manner, on the FRANCHISOR’S behalf.

Section 2. Neither the FRANCHISOR nor the FRANCHISEE shall be liable for any of the debts or liabilities contracted by or
due from the other and each party holds the other free and harmless there from.

Section 3. The parties agree that this agreement does not create a Fiduciary relationship between the FRANCHISOR and the
FRANCHISEE; and thus, under no circumstances shall the FRANCHISOR be considered the employer of the employees of the
FRANCHISEE.

Section 4. Under no circumstances shall the FRANCHISOR or the FRANCHISEE be liable for any act, omission, debt or any
other obligation of the other.

Section 5. In case the FRANCHISOR is made liable for whatever claims, damages or liabilities due to any act, omission,
negligence of the FRANCHISEE or any of its officers or employees, the FRANCHISEE shall indemnify the former of such claims,
damages or liabilities including attorney’s fees and cost of suits.
 ARTICLE XXIII

TRANSFER OF INTEREST

Section 1. This Agreement shall inure to the benefit of the FRANCHISOR, its successors and assignees.

Section 2. For the reason that the FRANCHISOR has granted this license relying on the individual character, skill, aptitude and
business and financial capacity of the FRANCHISEE, the latter or any person with an interest in the franchise shall not, directly or
indirectly, sell, assign, transfer, convey, pledge, mortgage or otherwise encumber any interest or share in the franchise or all or
substantial part of the FRANCHISEE’S assets, real or personal, tangible, pertaining to the Business at any unit, if without the written
consent and approval of the FRANCHISOR.

Section 2.1 Should the FRANCHISEE intend to directly or indirectly, sell, assign, transfer, convey, pledge, mortgage or
otherwise encumber any interest or share in the franchise or all or substantial part of the FRANCHISEE’S assets, real or
personal, tangible, pertaining to the Business at any unit, the FRANCHISEE shall send a written request for transfer of interest
to the FRANCHISOR.

Section 3. FRANCHISEE shall not offer for sale or transfer any interest in this agreement or in the equipment and the
furnishing of personal property used in connection with the business at any unit, whether for public or private auction, or shall not
publicly advertise an offer to sell, transfer or assign such an interest, without first offering to the FRANCHISOR the right to purchase
such interest, equipment, furnishing, or personal property.

Section 4. If it does not purchase such interest within a period of sixty (60) days from receipt of such offer, the FRANCHISOR
shall be deemed to have consented to such sale, transfer or assignment by the FRANCHISEE.

Section 4.1 The FRANCHISOR’S consent to a transfer of any interest subject to the restrictions of this article shall not
constitute a waiver of any claims the FRANCHISOR may have against the FRANCHISEE or its assign or successors-in-
interest, nor shall it be deemed a waiver of any of the provisions and terms of this Agreement.

Section 5. The FRANCHISEE who desires to assign and transfer his right to a corporation or any person should ensure that all
the following conditions are complied with:

a. The transferee, the person or entity where the franchise of the FRANCHISEE was sold, assigned or conveyed, shall be
authorized by its Articles of Incorporation or DTI License to operate a PUB EXPRESS outlet;

b. The FRANCHISEE or, if the FRANCHISEE is a partnership, the partners licensed herein to operate the franchise shall be
the owner or owners of the majority stock or interest of the transferee;

c. The FRANCHISEE or, if the FRANCHISEE is a partnership, one of the partners, shall be the Chief Executive Officer of the
transferee;

d. All unpaid money obligations of the FRANCHISEE to the FRANCHISOR shall be paid before the assignment or transfer is
effected;

e. The transferee and all its shareholders, if a corporation, or all its partners, if a partnership, shall enter into a written
undertaking assuming all of the FRANCHISEE’S rights and obligations as provided in this agreement.

Section 6. A transfer alone will have the effect of transferring control of the franchise licensed herein to someone other than an
original signatory of this Agreement provided all the following conditions shall be complied with:

a. The transferee shall be of good moral character and reputation, and shall have good credit rating and business qualification
acceptable to the FRANCHISOR;

b. The FRANCHISEE shall provide the FRANCHISOR with such information as it may require making such intelligent
determination concerning the transferee’s qualification;

c. The transferee or such other individual who shall be the actual manager of the franchise shall have successfully completed
the FRANCHISOR’S training course as provided herein for the FRANCHISEE;

d. The transferee, including all shareholders and partners of the transferee, shall jointly and severally execute both or either
(as PUB EXPRESS shall direct):

1. A Franchise Agreement (and any other standard ancillary agreements) with the FRANCHISOR;

2. A written undertaking assuming all of the FRANCHISEE’S obligations as provided under this agreement;

e. The FRANCHISEE shall execute a general release of all claims in favor of the FRANCHISOR;

f. If transferee is a corporation, all shareholders of the transferee corporation shall enter into a written undertaking, jointly and
severally, personally guaranteeing the performance of the obligation under this contract and personally assuming whatever
obligations and liability incurred in case the transferee has become insolvent;

g. The FRANCHISEE shall fully pay and satisfy its entire obligation to the FRANCHISOR and the transferee shall fully pay the
amount of FIFTY THOUSAND PESOS (P50,000), to the FRANCHISOR as transfer fee.

Section 7. In the event of the death of the FRANCHISEE, or any partner of the shareholder thereof, the legal representative of
the FRANCHISEE, partner of shareholders, together with all surviving partners if any, jointly, shall, within a period of three (3) months of
such event, apply in writing, for the right to transfer the franchise, or the interest of the deceased partner or legal representative as may
be specified.

Section 7.1 Such right shall be granted by the FRANCHISOR upon the fulfillment of all the conditions set forth in this
Agreement, except that no transfer fee shall be required.
 Section 7.2 Failure to comply with this paragraph shall result to the termination of this Agreement and said terminated
Agreement shall automatically revert to the FRANCHISOR.

Section 7.3 Furthermore, the FRANCHISOR, upon the effectivity of such termination, shall have the option to purchase all
furniture, fixtures, signs, equipment, and other chattels at a price agreed by the parties, or if there is no agreement, at a price
to be determined by a qualified appraiser, approved by both parties.

Section 8. If the FRANCHISEE or any shareholder or partner thereof, has received and desires to accept a signed, bona fide
written offer from a third party to purchase the Franchise or even only a majority share in the corporation, if the FRANCHISEE is a
corporation, the FRANCHISEE shall notify the FRANCHISOR in writing of such offer; and the FRANCHISOR, in writing shall have the
right and option, exercisable within thirty (30) days from notification, to purchase the franchise, or such shareholder’s or partner’s
interest in the partnership or corporation, on the same terms and conditions as offered by said third party.

Section 8.1 Should the FRANCHISOR not want to exercise this option but the term of the unaccepted offer was altered or
changed, the FRANCHISOR shall, in each instance, be notified again in writing by the FRANCHISEE of the changed offer and
shall again have another thirty (30) days to purchase on altered or changed terms.

Section 8.2 Should the FRANCHISOR not want to exercise again this option, the terms and provisions of this agreement shall
apply to any transfer.

Section 9. Without the prior written consent of FRANCHISOR, which consent will not unreasonably be withheld, FRANCHISEE
may not directly or indirectly transfer or assign this Agreement or any of its rights or obligations herein.

Section 10. FRANCHISOR may withhold its consent if any of the following conditions is not met prior to the effective date of
any of the aforementioned:

a. Prior to the effectiveness of the transfer, the transferor shall execute a written release and waiver of all claims,
counterclaims, demands, actions, complaints or causes of action against the FRANCHISOR, and their shareholders,
directors, officers and agents, arising out of, relating or pursuant to this Agreement and the license granted herein, except
for liability due to non-fulfillment of FRANCHISOR’S responsibilities under this Agreement or those arising from third party
suits brought about by the use of the Marks;

b. The transferee/assignee has demonstrated to FRANCHISOR’S satisfaction that it meets all of FRANCHISOR’S then-
current requirements of new Franchisees or for holders of an interest in a franchise, including without limitation,
possession of good moral character and reputation, satisfactory credit ratings, financial capability, acceptable business
qualifications, and the ability to fully comply with the terms of this Agreement; and

c. The transferee/assignee, its manager or other employees responsible for the operation of the Franchise Outlet have
satisfactorily completed FRANCHISOR’s training program.

ARTICLE XXIV

DEFAULTS AND TERMINATION

Section 1. This Agreement and all rights granted to the FRANCHISEE hereunder shall terminate without notice to the
FRANCHISEE under any of the following circumstances:

a. If the FRANCHISEE becomes insolvent or is dissolved;

b. A receiver or trustee for the business is appointed;
c. The FRANCHISEE files a voluntary petition for bankruptcy;
d. The FRANCHISEE makes an assignment for the benefit of his creditors without complying with the provision on transfer
or assignment as provided in Article XXIII herein;
e. Any property, used in the operation of the franchise business, of the FRANCHISEE is sold after the levy or by way of
foreclosure;
f. The FRANCHISEE’S outlet is not operating for whatever reason and, within a period of twelve (12) months from the non-
operation, is still not operating.

Section 2. Upon written due notice to the FRANCHISEE by the FRANCHISOR, this Agreement and all rights granted to the
FRANCHISEE hereunder shall be terminated if any of the following circumstances occur:

a. FRANCHISEE violated any provision, terms or condition of this Agreement or any of the existing standards specified
herein as well as those that may hereafter be promulgated from time to time provided that the later shall be informed in
writing of the new rules, standards, procedures or requirements.

b. FRANCHISEE defaulted or fails to perform any term or condition of any lease, mortgage, deed of trust or other agreement
entered with the third party covering the business or units;

c. FRANCHISEE closed down his franchised outlet, or if upon destruction of the outlet, he failed to repair such outlet and/or
failed to resume operation within three (3) months from the date of occurrence of such destruction;

d. FRANCHISEE attempts to assign or transfer the whole or any portion of any rights granted by this Agreement without
complying with the provision on the transfer of rights as clearly provided under Article XXII herein.

Section 3. In case the FRANCHISEE violated any provision of this Agreement or any of the existing standard specified herein
as well as those that may hereafter be promulgated from time to time, he must be notified in writing about such violation and shall be
ordered, by way of Notice to Cure, to remedy such violation within a period of thirty (30) days from receipt thereof.

Section 3.1 If despite the receipt of the Notice to Cure, the FRANCHISEE still failed to remedy the violation and/or is still
continually violating any provision of this agreement or any of the existing standard specified herein as well as those that may
 hereafter be promulgated from time to time, the FRANCHISOR shall terminate this agreement in writing immediately upon
receipt thereof.

Section 3.2 The FRANCHISEE, however, agrees that NO NOTICE TO CURE shall be required under the following
circumstances:

a. In the case of intentional under-reporting of gross sales or financial data.

b. In case of falsification or padding of any documents needed in the reporting of gross sales.
c. In case of purchases of supplies and materials from sources other than the FRANCHISOR or any authorized supplier.
d. In case of three (3) months delays in the payment of the monthly service fee.

Section 3.3. In such cases as enumerated above, the FRANCHISOR shall just send the required notices in compliance with
the due process requirements.

ARTICLE XXV

RIGHTS AND OBLIGATION OF PARTIES ON TERMINATION AND EXPIRATION

Upon the termination of FRANCHISEE’S rights granted under this Agreement, the following shall apply:

Section 1. The FRANCHISEE shall immediately discontinue the use of the PUB EXPRESS System and Marks; and thus all
rights granted herein with respect to the Marks shall revert to the FRANCHISOR.

Section 2. The FRANCHISEE shall also immediately remove, whether located outdoor or indoor, the Marks and all signs,
fixtures and other improvements maintained in the structure, building or leased unit pursuant to this Agreement

Section 3. If the FRANCHISEE fails to make or cause such removal, alteration or repainting within thirty (30) days after written
notice, then the FRANCHISOR shall have the right to enter upon the unit, without being deemed guilty of trespass or any other civil
wrongdoings, and make or cause to be made such removal, alterations and repainting, which reasonable expenses shall be charged to
the FRANCHISEE.

Section 4. Franchise shall not thereafter use any trademarks, trade names, service marks, logo, insignia slogan, emblem,
symbol, design, package design, distinctive building or architectural feature or other identifying characteristics that is in any way
associated with the FRANCHISOR, or operate or do business under any name or in any manner that might tend to give the public the
impression that the FRANCHISEE was associated with the FRANCHISOR.

Section 5. The FRANCHISOR shall retain all fees paid by the FRANCHISEE pursuant to Agreement.

Section 6. Except in cases of force majeure including acts of God, strikes, lockouts, civil disorders, fires, floods, earthquakes
and other calamities, if any unit is closed for business for a period totaling thirty (30) days without the FRANCHISOR’S express written
consent, the FRANCHISEE shall pay the FRANCHISOR a lump sum equivalent to the average amount of supplies provided by the
FRANCHISOR on such unit on a monthly basis as liquidated damages.

Section 6.1 In the event such unit was not open for business for a full twelve (12) month period, the FRANCHISEE will
continuously pay its monthly service fee with the corresponding penalties thereof as specified in this agreement.

Section 7. The FRANCHISEE shall promptly pay all unpaid obligations including any interest, damages, costs, expenses and
attorney’s fees to the FRANCHISOR prior to the termination or expiration of the franchise.

Section 8. Immediately upon the termination or expiration of this franchise agreement, the FRANCHISEE shall return to the
FRANCHISOR all operating manuals, plans, specifications and other materials containing information relative to the operation of the
PUB EXPRESS store.

Section 9. The FRANCHISEE shall destroy in the presence of the FRANCHISOR or resell at cost to the FRANCHISOR all
remaining products, ingredients, commodities, supplies and merchandise which contain a special formulation or bear the PUB
EXPRESS trademark.

Section 10. The FRANCHISEE shall not, at any time, communicate, divulge to, or use for the benefit of any person,
partnership, association or corporation (1) any information, equipment, or procedures in operating a PUB EXPRESS store; (2) any trade
secret; (3) the composition of formulae of any ingredients; (4) any information concerning the method of mixing or making of any
product using the PUB EXPRESS Mark, or (5) any information contained in any manual.

Section 11. The FRANCHISEE shall sell, lease or sub-lease to the FRANCHISOR or any party designated by the latter the
franchise outlet operated by the FRANCHISEE.

Section 11.1 In case the parties cannot reach any agreement with the respect to the amount of the lease within sixty (60) days
after the termination of this Agreement, the FRANCHISEE agrees to lease the said outlet to the FRANCHISOR or any party
designated by it for a monthly rental equivalent to two (2%) percent of the original cost of acquisition of the cart space and the
lease shall be for a period equal to the unexpired portion of the Agreement.

Section 12. Upon termination or expiration of this Agreement, FRANCHISEE shall record a prompt accounting of all
transactions and reconcile its records with the FRANCHISOR.

Section 13. Any and all obligations of one party to the other, under this Agreement, shall immediately cease and terminate.

Section 14. Any and all rights of Franchisee under this Agreement, including the License, shall immediately cease and
terminate.

Section 15. In no event shall a termination or expiration of this Agreement affect FRANCHISEE’S obligations to take or abstain
from taking any action in accordance with this Agreement. The provision of this Agreement which constitute post-termination covenants
and agreements including the obligation of non-competition, confidentiality and the obligation of the Parties to arbitrate any and all
disputes shall survive the termination or expiration of this Agreement.
Section 16. FRANCHISEE acknowledges and agrees that rights in and to FRANCHISOR’S Marks and the use thereof shall be
and remain the property of the FRANCHISOR.

Section 17. In the event FRANCHISEE has registered any of the Marks or the name “PUB EXPRESS” as part of
FRANCHISEE’S assumed, fictitious or corporate name, FRANCHISEE shall promptly amend such registration to delete the Mark(s)
therefrom without the need of any demand or notice.

Section 19. FRANCHISEE shall immediately pay any and all amounts owing to FRANCHISOR, its subsidiaries and affiliates.

Section 20. FRANCHISEE shall immediately return all copies of the Manuals.

ARTICLE XXVI

INTERFERENCE WITH EMPLOYMENT RELATIONS

Section 1. Without the prior written consent of FRANCHISOR during the term of this Agreement, FRANCHISEE shall not
employ or seek to employ, directly or indirectly, any person to serve in an executive, managerial or operational position, who is at the
time or any time during the immediately preceding twelve (12) months employed in any manner or capacity by FRANCHISOR or any of
its subsidiaries.

ARTICLE XXVII

INTERPRETATION, EXECUTION OF AGREEMENT AND WAIVERS

Section 1. This Agreement, and the documents referred to herein shall be the entire, full and complete agreement between the
FRANCHISOR and the FRANCHISEE concerning the subject hereof, and superceded all prior Agreements, for no other representation
having induced the FRANCHISEE to execute this Agreement.

Section 1.1 There are no representations, inducements, promises or agreements, oral or otherwise, between the parties not
embodied herein, which are of any force or effect with reference to this Agreement or otherwise.

Section 1.2 No amendment, revision, change or variance from this Agreement, and no renewal or extension shall be binding
on either party unless executed in writing.

Section 2. Each section, part, term and provision of this Agreement shall be considered severable, and if for any reason, any
section, part, term of provision herein is determined to be invalid and contrary to, or in conflict with, any existing or future law or
regulation, such shall not impair the operation or affect the remaining portions, sections, parts, terms and must be given full force and
effect and bind the parties hereto; and said invalid section, part, term or provision shall be deemed not to be part of this Agreement and
is declared unreasonable as to time or territory, it shall correspondingly be reduced to what is reasonable.

Section 3. All terms and words used in this Agreement, regardless of the number and gender in which they are used shall
include singular or plural and any other gender as the context of articles and paragraph hereof have been inserted solely for
convenience of reference and shall not be construed to affect the meaning, construction or effect of this Agreement.

Section 4. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but
such counterpart together shall constitute but one and the same instrument.

Section 5. This Agreement and appendices hereto express fully the understanding between the FRANCHISEE and the
FRANCHISOR and all prior understanding, appointments, licensees or arrangements, oral or written are hereby cancelled.

SECTION 5.1 This Agreement and appendices hereto may be modified only in writing signed by both the FRANCHISEE and
the FRANCHISOR.

Section 6. The failure of the FRANCHISOR to enforce at any time for any period of time any one or more of the terms and
conditions of this Agreement shall not be a waiver of such terms and conditions of this Agreement.

Section 7. Nothing in this Agreement shall bar the FRANCHISOR the right to obtain injunctive relief under applicable law. All
remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law.

ARTICLE XXVIII

NOTICES

Section 1. Unless a different address is specified in writing by the FRANCHISOR to the FRANCHISEE, all notices to the
FRANCHISOR as required by the provisions and terms of this Agreement shall be in writing and sent to Soriano Subdivision,MH Del
Pilar, Molo Iloilo City.

Section 2. Unless a different address is specified in writing by the FRANCHISEE to the FRANCHISOR, all notices to the
Franchisee as required by terms of this Agreements shall be in writing, addressed to the FRANCHISEE’S office/residence and shall be
deemed to have been actually received, or upon the expiration of twelve (12) days from the date of mailing, whichever occurs first.

Section 3. All notices hereunder by either party to the other shall be sent by personal delivery, mail or telegram at the address
set forth above or at such address as either party may from time to time give to the other in writing.
 Section 4. Notices, requests and communications shall be deemed to have been given: (a) when presented personally; (b)
when sent by registered mail, on the fifth (5th) day following the date of mailing, or such later day as demonstrated by bona fide receipt
thereof, and (c) when transmitted by facsimile, upon acknowledgment of receipt by the recipient. Any Party may designate from time to
time by written notice to the other Parties delivered in accordance with this Section another address to which notices and
communications are to be sent.

ARTICLE XXIX

ARBITRATION AND VENUE

Section 1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

Section 2. Both parties agree to submit any dispute, controversy, claim arising out of or relating to this Agreement, including
the construction of this Agreement on the rights and liabilities of the Parties, to arbitration in accordance with the Arbitration Rules of the
Philippines as at present in force. For this purpose, the parties hereto agree to have one (1) arbitrator and the venue for arbitration shall
be in Iloilo City, Philippines. If after the lapse of thirty (30) days and the dispute has not been settled yet, any party may resort to judicial
action.

Section 2.1. The arbitrator may, in no case, amend or revise any material provisions of this Agreement or the Manuals
pursuant to the arbitration proceedings.

Section 3. Venue in case of litigation for cause(s) of action arising from this Agreement shall be brought only and exclusively
before the competent Court of Iloilo City, Philippines, the Parties waiving all other venues.

Section 4. The terms of this Article shall survive termination, expiration or cancellation to this Agreement.

ARTICLE XXX

CHANGE OF LAW

Section 1. If any change in law renders the performance of this Agreement unenforceable in whole or in part then the
FRANCHISOR shall have one (1) month notice to the FRANCHISEE to terminate this Agreement and the rights and obligations which
survive any termination of this Agreement.

Section 2. In case of any such change of law, FRANCHISEE’S obligation for payment of any unpaid amount pursuant to this
Agreement shall be discharged only by payment in full of all such amount to the FRANCHISOR.

ARTICLE XXXI

INDEMNIFICATION

Section 1. FRANCHISEE agrees to indemnify and hold FRANCHISOR free and harmless from any claims, demands,
liabilities, action suits or proceedings asserted by third parties arising out of or relating to the operation of the Franchise Outlet(s) or
FRANCHISEE’S breach of any terms of this Agreement, except for liability due to non-fulfillment of FRANCHISOR’S responsibilities
under this Agreement or those arising from third party suits brought about by the use of the Marks.

Section 2. FRANCHISOR agrees to indemnify and hold FRANCHISEE free and harmless from any claims, demands,
liabilities, action suits or proceedings asserted by third parties arising out of the FRANCHISOR’S operations unless caused by
FRANCHISEE.

ARTICLE XXXII

CONFIDENTIAL INFORMATION

Section 1. FRANCHISEE acknowledges that its entire knowledge of the System including, without limitation, information
disclosed in the Manuals, and any information relating to the operation of a “PUB EXPRESS” business, is derived from information
disclosed to FRANCHISEE by FRANCHISOR and that such information is proprietary, confidential and the trade secret of
FRANCHISOR. FRANCHISEE shall maintain the absolute confidentiality of all information provided by FRANCHISOR during and after
the Term of this Agreement.

Section 2. FRANCHISEE will disclose confidential information only to such persons as are necessary for the purpose of
operating the Franchise Outlet, and on a need-to-know basis, except when required by any competent authority in the exercise of
his/her duty.

Section 3. FRANCHISEE shall not use any such information for any purpose other than the operation of the Franchise Outlet,
and shall not disclose, sell or use such confidential information in any other business or in any manner not specifically authorized or
approved in writing by FRANCHISOR. FRANCHISOR will procure that its employees or any person acquiring knowledge of such
confidential information in accordance and in a manner not in violation of this Agreement will undertake, by a written document or
agreement enforceable by the FRANCHISOR, not to use, disclose, sell or use such confidential information in any manner not
specifically authorized or approved in writing by FRANCHISOR.
 Section 4. These obligations of confidentiality will survive the termination of this Agreement for any cause, except when
required by any competent authority in the exercise of his/her duty.

ARTICLE XXXIII

WAIVERS

Section 1. Any waiver by FRANCHISOR of compliance or breach by FRANCHISEE of any provision of this Agreement must
be in writing, and in response to a written request for such waiver by the FRANCHISEE. FRANCHISOR is not required to act favorably
upon FRANCHISEE’S request for waiver, and each request will be considered on a case to case basis.

Section 2. Any waiver granted by the FRANCHISOR shall be without prejudice to any rights FRANCHISOR may have, will be
subject to continuing review by FRANCHISOR, and may be revoked, in FRANCHISOR’S sole discretion, at any time or for any reason,
effective upon ten (10) days prior written notice to FRANCHISEE.

Section 3. FRANCHISOR makes no warranties or guarantees upon which FRANCHISEE may rely, and assumes no liability or
obligation to FRANCHISEE by providing any waiver approval to FRANCHISEE in connection with this Agreement, or by reason of any
neglect, delay, or denial of any request.

Section 4. The waiver by FRANCHISOR of compliance or breach by the FRANCHISEE of any provision of this Agreement
shall not constitute a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any
other right under this Agreement.

ARTICLE XXXIV

ACKNOWLEDGEMENTS

Section 1. FRANCHISEE represents and acknowledges that it has received, read and understood this Agreement and that
FRANCHISOR has accorded FRANCHISEE ample time and opportunity to consult with advisors of its own choosing about the potential
benefits and risks of entering into this Agreement.

Section 2. FRANCHISEE hereby acknowledges that it has read this Agreement and that it understands and accepts the terms,
conditions and covenants contained herein as being reasonably necessary to maintain FRANCHISOR’S high standards of quality and
service and the uniformity of those standards and thereby to protect and preserve the goodwill of the Marks.

ARTICLE XXXV

REPRESENTATIONS

Section 1. Each Party represents and warrants to the other Party that:

a. It is a duly organized juridical entity, validly existing and in good standing under the laws of the relevant jurisdiction;

b. It has the power and authority necessary to enter into this Agreement and exercise its rights and perform its obligations
hereunder; all corporate or other actions which are required or necessary to authorize the execution, delivery and
performance of this Agreement have been duly taken; and attached hereto are, respectively, copies of the relevant
corporate resolutions, as may be required by another Party, evidencing the authority to enter, execute and deliver this
Agreement;

c. This Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms,
except as may be limited by bankruptcy and other similar laws affecting creditors’ rights generally and limitations on the
availability of equitable remedies;

d. Its execution of this Agreement or performance of the terms hereof or the transactions contemplated hereby will not: (i)
violate any provision, or result in the breach, of any applicable law, rule or regulation of any governmental body having
jurisdiction over it; (ii) violate its articles of incorporation and by-laws or other constitutive documents; and (iii) violate any
resolution of its board of directors or shareholders, or, to its knowledge, any judgment or comparable order of any court of
law or governmental agency inside or outside the Philippines;

e. No government or regulatory authorization, registration or filing, other than as stated herein, or those already obtained or
notified to the other Party, is required in connection with its execution, delivery and performance of this Agreement;

f. No steps or legal proceedings have been taken or commenced or (to the best of its knowledge and belief) have been
threatened against it for the winding-up of its operations, or for its dissolution, rehabilitation or re-organization or for the
appointment of a receiver, trustee or similar officer for it or any or all of its business and/or assets;

g. It is not in breach or default under any agreement to which it is a party or which is binding on it or any of its assets or
revenue to an extent or in a manner which might have a material adverse effect on its legal status or its ability to perform
its obligations hereunder; and,

h. No legal, arbitration or administrative proceedings of or before any court, tribunal or agency, which might have a material
adverse effect on its legal status or on its ability to perform its obligations hereunder, has been started or threatened.

Section 2. FRANCHISEE acknowledges that it has entered into this Agreement after making an independent investigation of
the operations of FRANCHISOR and not upon a representation as to profits which FRANCHISEE in particular may be expected to
realize, nor has anyone made any other representation which is not expressly set forth herein, to induce FRANCHISEE to execute this
Agreement. Nothing herein (including, but not limited to, FRANCHISOR’S approval of the Location) shall be construed as a
representation and/or guarantee by the FRANCHISOR of success or profitability of the operation of the Franchise Outlet at the Location
or any other location approved by the FRANCHISOR.

Section 3. FRANCHISEE represents to FRANCHISOR that it has the financial capability to fulfill its obligations under this
Agreement, including, but not limited to, its obligation to operate the Franchise Outlet and to pay the amounts in due to FRANCHISOR
herein.

IN WITNESS WHEREOF, the parties hereto set their hands at Mandaluyong City, Metro Manila this
_____________________.

PUB EXPRESS RESTO

Franchisor Franchisee

By: Ms. Marie Dominique G. Perfecto By: Ms. Mikka Ella B. Perlas
Tin#: 412-622-286-000 Tin#: 424-421-325-000

SIGNED IN THE PRESENCE OF:

_____________________ _____________________
 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

ILOILO CITY ) S.S.

BEFORE ME, a Notary Public in and for Iloilo City, Philippines, personally appeared

NAME TIN NUMBER

Ms. Marie Dominique G. Perfecto 412-622-286-000

Ms. Mikka Ella B. Perlas 424-421-325-000

both known to me and to me known to be the same person who executed the foregoing Franchise Agreement, and they acknowledge
to me that the same is their free voluntary act and deed and the free and voluntary act and deed of the principals they respectively
represent.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal this _____ day of ____________, at
__________________

NOTARY PUBLIC

Doc. # __________
Page # __________
Book #__________
Series of 2016