CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Lease (“Contract”), dated __________________, made and
entered into by and between:
Emmil B. Alicdan and Fe A. Alicdan, of legal age, Filipino, residence at Brgy.
Marulas, Kawit, Cavite herein after referred to as the LESSOR;
- and –
PHILIPPINE SEVEN CORPORATION, a corporation organized and existing under
Philippine laws, with principal offices at the 7th Floor, The Columbia Tower, Ortigas
Avenue, Mandaluyong City, herein represented by its Head, Business
Development Division, MR. ULYSSES V. BORRAL and Head, Legal & Corporate
services Division, ATTY. EVELYN SADSAD-ENRIQUEZ, hereinafter referred to
as the “LESSEE”.
LESSOR and LESSEE shall be collectively referred to as “Parties” and singly as
“Party”.
W I T N E S S E T H, That:

WHEREAS, the LESSOR is the owner of a parcel of land situated at Brgy. Manulas
Kawit, Cavite, consisting of approximately One hundred and two and nine (102.9)
SQUARE METERS and covered by Transfer Certificate of title No. 071-2017000320 (a
copy of which is attached hereto as Annex “A”.) on which land the LESSOR has a two (2)
storey building; a portion of said building, as described below and shown in the Site
Development Plan attached hereto as Annex “B” (hereinafter referred to as the LEASED
PREMISES), is hereby leased by LESSOR or LESSEE, subject to the terms and
conditions provided in this Contract:

Description : Building Shell

Unit No./Area Designation : Ground Floor
Area of LEASED PREMISES : 102.9 square meters

WHEREAS, the LESSOR acknowledges that LESSEE has entered into this
Contract in consideration of the potential profitability and desirability of the LEASED
PREMISES based on present situation of the trade area and/or location for the
establishment of LESSEE’s store and its business operations.
NOW, THEREFORE, the Parties hereto have agreed, and they hereby agree, as
follows:

1. LEASED PREMISES. The Lessor hereby leases the LEASED PREMISES, with the
right to use all adjoining parking areas, and all means of ingress and egress thereto.

2. TERM OF LEASE. This Contract shall have an initial term of 5 years which shall
commence on the first day of the first calendar month following the actual turn over of the
LEASED PREMISES by the LESSOR and acceptance thereof in writing by the LESSEE,
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renewable at the option of the LESSEE for another five (5) years, unless sooner
terminated or extended as hereinafter provided. LESSEE shall notify the LESSOR of its
intention to renew within sixty (60) days prior to expiration of the term.

3. RENTALS. LESSEE shall pay monthly rentals according to the schedule provided
below. Rental payment shall be paid within the first ten (10) days of the month as
evidenced by Official Receipt (O.R) to be issued the LESSOR within five (5) days from
receipt of payment and shall cover the first up to the last day of said month.

VAT W/Tax

YR Esc. Basic Rent 12% 5% TOTAL RENT

1 0% 45,000.00 5,400.00 2,250.00 48,150.00

2 0% 45,000.00 5,400.00 2,250.00 48,150.00

3 5% 47,250.00 5,670.00 2,362.50 50,557.50

4 5% 49,612.50 5,953.00 2,480.63 53,085.38

5 5% 52,093.13 6,251.18 2,604.66 55,739.64

6 5% 54,697.78 6,563.73 2,734.89 58,526.63

7 5% 57,432.67 6,891.92 2,871.63 61,452.96

8 5% 60,304.30 7,236.52 3,015.22 64,525.61
9 5% 63,319.52 7,598.34 3,165.98 67,751.89
10 5% 66,585.49 7,978.34 3,324.27 71,139.48

Rental payments shall be by check to be deposited in a bank mutually designated by the

Parties, or LESSOR may send an authorized representative/agent to collect the rental
payment at the office of LESSEE, or at such other address as may be designated in
writing by the Parties.

Lessor shall issue Official Receipts (O. Rs) VAT registered O. Rs should be issued within
five (5) days from receipt of payment from LESSEE. Failure of the LESSOR to issue an
O.R shall be a ground to discontinue VAT payments (as part of succeeding rentals) and
for LESSEE to hold succeeding rental payments until O.R is issued. LESSEE shall
deposit the rentals in a designated bank until LESSOR complies with its obligation to
issue O.R.

4. RENT-FREE PERIOD. Rental payments shall be paid by the LESSEE after the rent-
free period. Initial rental payment shall be computed pro-rata to cover the remaining days
of that month. The rent-free period shall be for sixty (60) days commencing on the actual
turnover by the LESSOR of the LEASED PREMISES and acceptance thereof in writing
by the LESSEE or upon complete submission by the LESSOR of certified true copies of
the Transfer Certificate of Title of the LEASED PREMISES, tax declaration, updated
property tax payments and VAT registration certificate, whichever comes later.

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5. ADVANCE RENTAL AND DEPOSIT. The LESSEE shall, within ten (10) days upon
turnover by LESSOR of the LEASED PREMISES and acceptance thereof in writing by
the LESSEE, pay to the LESSOR advance rent in the sum of One Hundred Thirty-Five
Thousand Pesos (Php 135,000.00), Philippine Currency, which shall be applied by the
LESSOR as full payment of rental for the first three (3) months on which rental is due
under this Contract.
In the same manner, LESSEE shall deposit with LESSOR the amount of One Hundred
Thirty-Five Thousand Pesos (Php 135,000.00), Philippine Currency, which is equivalent
to _______ months rent of the term. The LESSOR shall apply such deposit toward the
payment of any claim that the LESSOR may have against the LESSEE upon the
termination of this Contract. Any balance remaining on such deposit shall be returned to
LESSEE upon the expiration of this Contract, or LESSEE can apply the same as rental
payment corresponding to the last three (3) months of this lease, and any amount
remaining after applying the said balance of deposit shall be returned by LESSOR to
LESSEE as herein stated.

6. USE OF LEASED PREMISES. The LEASED PREMISES shall be used by the

LESSEE for business activity pertaining to the operation and/or franchise of 7-Eleven
Convenience Store. This refer to the retail sale of merchandise customarily sold at
grocery stores of the type commonly called supermarkets, but not limited to groceries,
produce, meat, dairy products, beer, wine and alcoholic beverages, petroleum products
and sundries and the servicing of ticket sales systems, automatic teller systems and video
rental and other various services emphasizing convenience to the customer which
LESSEE may provide in the future. LESSOR allows LESSEE to use the LEASED
PREMISES for any lawful purpose other than those herein mentioned.

7. UTILITIES. The LESSEE shall pay all charges for electricity, water, telephone and
other utilities installed on the LEASED PREMISES, and used by the LESSEE. LESSOR
shall not impose any additional charges and/or deposits other than those imposed by the
utility provider, LESSEE’s actual electricity and/or water consumption.
In case of sub-meter, LESSOR shall provide the LESSEE with a Statement of Account to
serve as the basis for the computation/reading of the water/electric consumption.

8. TAXES. The LESSOR shall pay all real estate taxes imposed on the LEASED
PREMISES, other than those assessed on improvements installed by the LESSEE, which
shall be paid by LESSEE. All rentals due and other payments required to be made under
this Contract shall be subject to withholding tax and other taxes imposed by law. The
Expanded Value Added Tax (EVAT) shall be for the account of the LESSEE as per Rental
Schedule under Section 3 hereof, subject to submission by the LESSOR of the required
documents and O.R. with EVAT recognition within five (5) days from receipt of the rental
payment.

9. REPAIRS AND MAINTENANCE. Only necessary expenses shall be done by the

LESSOR. Any improvements which are not considered as necessary shall be on the
account of the LESSEE. All matters pertaining to repairs shall be governed by the laws
on lease under the New Civil Code.

10. ALTERATIONS. LESSEE may renovate/construct its standard store building,

introduce other improvements and make such alterations on the LEASED PREMISES as
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LESSEE may deem necessary for its business. Permanent improvements and alterations
to be made by LESSEE shall automatically become the property of the LESSOR and shall
remain upon and be surrendered with the LEASED PREMISES at the termination of the
lease without the right of reimbursement. All other improvements that may be removed
without causing damage to the LEASED PREMISES shall remain the property of the
LESSEE.

11. TRADE AND OTHER FIXTURES. LESSEE may install or cause to be installed such
equipment and trade or other fixtures as are reasonably necessary for the operations of
its business. Such equipment and trade and other fixtures shall remain personal property
of the LESSEE, regardless of the manner in which the same may be attached of affixed
to the LEASED PREMISES. Upon expiration of termination of this Contract as herein
provided, the LESSEE shall remove such trade and other fixtures without, however,
destroying of defacing the building and/or the LEASED PREMISES.

12. EXPROPRIATION AND DAMAGE OF LEASED PREMISES. If the LEASED

PREMISES or portion thereof is expropriated by the government or substantially
destroyed due to fire, earthquake and other unforeseen cause or fortuitous event,
LESSEE may opt to terminate this Contract. In such case, LESSOR shall return the
deposit and allow LESSEE to remove its equipment and movable improvements in the
LEASED PREMISES.
If the LEASED PREMISES or portion thereof is not substantially damaged by fire,
earthquake and other unforeseen cause or fortuitous event. LESSOR shall restore the
LEASED PREMISES to its condition prior to the casualty damage with regards to the
structure only. Interior damage shall be on the account of the LESSEE.

13. ADVERTISEMENT. The LESSOR allows LESSEE to affix its standard signage as
shown in the Perspective attached as Annex “C”, and install signs, notices or other
advertising media of its business on the inside and outside portions of the LEASED
PREMISES. LESSEE shall be responsible for compliance with all rules, laws and
ordinances and for any damage to property or injury to persons in connection therewith
or arising therefrom.

14. ASSIGNMENT AND SUBLETTING. LESSEE shall have the right to assign or
sublease the whole or any part of the LEASED PREMISES, provided that any assignment
or sublease shall be subject to all the terms and conditions of the Contract and the
LESSEE shall remain primarily liable for the payment of the rent and the performance of
the terms and conditions of this Contract.

15. CO-TENANCY AND EXCLUSIVITY. LESSOR agrees that no space in the

commercial building and on the remaining portion of the above-mentioned parcel of land
shall be occupied by a business in direct or indirect competition with the business of the
LESSEE without the prior written consent of LESSEE.

16. DEFAULT. In the event LESSEE shall default in the payment of the monthly rent as
provided herein, LESSOR shall promptly so notify LESSEE in writing, and failure of
LESSEE to cure such default within THIRTY (30) days after receipt of such notice shall,

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at the option of the LESSOR, work as a forfeiture of this lease or LESSOR may enforce
performance in any manner provided by law.
In the event LESSEE shall default in the performance of any of the terms or conditions of
this lease other than the payment of monthly rent, LESSOR shall promptly so notify
LESSEE in writing. If LESSEE shall fail to cure such default within THIRTY (30) days after
receipt of such notice, LESSOR may cure such default and such expense shall be added
to the rent otherwise due, or cancel and terminate this Contract.

17. TERMINATION OF LEASE. Upon sixty (60) days prior written notice to LESSOR.
LESSEE may terminate this Contract for any reason whatsoever, aside from those
already provided for under this contract or for reasons attributable to a breach or default
by the LESSOR of the terms and conditions thereof, without any liability on the part of the
LESSEE for any claims or damages of any nature whatsoever. Upon termination of this
Contract, LESSOR shall refund the deposit to the LESSEE and shall allow the LESSEE
to remove all movable improvements, trade and fixtures installed in the LEASED
PREMISES. In the same herein, the LESSOR, upon written notice to the LESSEE, the
LESSOR may terminate this Contract for any reason whatsoever, aside from those
already provided for under this contract or for reasons attributable to a breach or default
by the LESSOR of the terms and conditions thereof, without any liability on the part of the
LESSEE for any claims or damages of any nature whatsoever. Moreover, the LESSOR
has the right to retain the deposit upon terms of the Contract.

18. WARRANTY. LESSOR covenants that all times from execution of this Contract he
has good title over the LEASED PREMISES and has good right to lease the same, and
warrants and agrees to defend the title therein. The LESSOR hereby warrants the
peaceful and undisturbed possession, use and occupancy by the LESSEE of the
LEASED PREMISES. LESSOR shall reimburse and hold the LESSEE harmless for all
damages and expenses, including attorney’s fees, which LESSEE may suffer by reason
of any restriction and encumbrance, or defect in such title, or in.

19. SALE, TRANSFER MORTGAGE OF LEASED PREMISES. In the event that the
LEASED PREMISES is sold, transferred mortgaged or conveyed to a third party or
subjected to a subsequent mortgage during the term of this Contract or any renewal
hereof, the LESSOR hereby undertakes to require the Vendee or Transferee, Mortgagee,
his successors and assign to respect and abide by the terms and conditions of this
Contract of Lease and to recognize the remainder of the advance rentals and the deposit
paid in accordance with Section (5) hereof and to apply the same to LESSEE’s obligations
under the Contract of Lease.
LESSEE shall require the LESSOR to incorporate in the sale and/or mortgage agreement
the provisions of Section 21 and submit a copy of the executed Agreement to the LESSEE
within ten (10) days from execution of such agreement.

20. DATA PRIVACY. Any personal data collected or disclosed in connection with this
Contract shall be processed by both Parties pursuant to the Data Privacy Act of 2012, its
Implementing Rules and Regulations (“IRR”) and any applicable legislation, rule, or
issuance. Such data shall be processed solely for the purposes of the performance,
management and monitoring of the Lease Contract.
The LESSOR acknowledges that the information provided in this Contract is true and
correct agrees to indemnity and hold LESSEE and its representatives free and harmless

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from and against any and all suits or claims, actions, or proceedings, damages, cost and
expenses including attorney’s fees, which may be filed, charged or adjudged against
LESSEE or any of its directors, stockholders, officers, employees, agents or
representatives in connection with or arising from the use, processing and disclosure by
LESSEE or its representatives of the aforementioned information pursuant to LESSEE’s
reliance on the representation and warranties of the LESSOR.

21. NOTICES. All notices or demand sent by either party hereto to the other party shall
be deemed to have validly given if sent thru email, courier or delivered personally, by
registered mail, to such other party at its above address.

To the LESSEE: PHILIPPINE SEVEN CORPORATION

7th Floor Columbia Tower, Ortigas Ave., Mandaluyong City.

Attention: Mr. Ulysses V. Borral

Head, Business Development Division
Email Add: uvborral@7-eleven.com.ph

To the LESSOR:
Attention: Emmil B. Alicdan and Fe A. Alicdan
Email Add:

Any notice by a means that affords the sender evidence of delivery, or rejected delivery
shall be deemed to have been given at the date and time of receipt or rejected delivery.

22. COUNTERPARTS. This Contract may be executed in counterparts, each of which

shall be deemed an original, and all which together shall constitute a single agreement.

23. COMPLETE AGREEMENT. This Contract contains a complete expression of the

agreement between the parties and there are no promises, representations or
inducements except such as are herein provided. After one party signs this Contract, said
party who signed first shall have it notarized at its end before forwarding the same to the
other party for signature. The latter party who signs last shall also have the Contract
notarized at its end. This lease agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, legal representatives, successors and
assigns.

24. COMPLIANCE WITH PSC’S CODE OF BUSINESS CONDUCT AND CONFLICT OF

INTEREST POLICY. The LESSOR shall undertake its obligations hereunder in an ethical
and legal manner, and in all respects comply with the applicable law, LESSEE’s internal
policies and guidelines and Code of Business Conduct, as communicated to the LESSOR
from time to time, particularly in connection with the provisions relating to conflict of
interests, bribery and kickbacks and acceptance or giving of advantages.

25. AMENDMENT AND MODIFICATION. This Contract may be amended, modified and
supplemented in any and all respects only by written agreement of the Parties.

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26. GOVERNING LAW. This Contract shall be governed by and construed in accordance
with laws of the Republic of the Philippines.

31. SETTLEMENT OF DISPUTE. Should there be any dispute arising between the
parties relating to this Contract, they shall exert reasonable efforts to amicably settle all
disputes arising in connection with this Agreement. Where amicable settlement fails and
one of the parties takes judicial action for the protection of its interest and enforcement of
its rights, such action shall be filed exclusively before the proper courts of Cavite.

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