FRANCHISE AGREEMENT

SO THE PUBLIC MAY KNOW:

This FRANCHISE AGREEMENT (Agreement) is signed this November 8, 2011 in Quezon City
between:

GENEROUS AND JOYOUS VENTURES, INC., a domestic corporation organized and

existing under Philippines laws, with principal office at 50 Scout Tuazon St., Quezon City
represented here by its Chief Operation Officer, Mr. Gilbert C. Jim hereinafter referred
to as the “FRANCHISOR”;

-and-

AWESOMICITY VENTURES, INC., a domestic corporation organized and existing

under Philippine laws, with principal office at 2 nd Floor Jesnor Building, Otek St., cor.
Carino St., Baguio City represented here by its President Mr. Roderick Rondez referred
hereto as the “FRANCHISEE”;

WITNESSETH that-

WHEREAS, FRANCHISOR holds the exclusive franchise authority of BUBBATEALICIOUS

pursuant to a Memorandum of Agreement (MOA) executed between it and proprietor, Gilbert
Jim, the owner of the trademark;

WHEREAS, the FRANCHISEE wishes to establish a food business engaged in the

preparation and selling of Pearl Milk Tea and other related food products in conformity with
FRANCHISOR’S preparation procedures and business methods, and benefit from the public
goodwill inherent in its trademark;

WHEREAS, the initial fees that are established and imposed in Section Fourteen (14) of
this Agreement constitute the sole consideration to FRANCHISOR for exploitation of its
trademark and system. The restrictions and controls on FRANCHISOR’S operation and
acquisition of supplies established here are intended solely to protect its rights to its trademark
and to discharge its obligation to other FRANCHISEEs to maintain a high level of quality of
trademark products;

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual
covenants and stipulations stated hereunder, the parties hereto hereby agree as follows;

SECTION ONE
LICENSE OF TRADEMARK

FRANCHISOR licenses and grants FRANCHISEE the right to sell prepared tea products bearing the
trademark “BUBBATEALICIOUS” and to generally operate a business in conformity with the
FRANCHISOR’s trademark of the preparation and service, in accordance with the procedures made
known to the FRANCHISEE prior to the signing of this Agreement.
This license shall continue for a period three (3) years from the date of the establishment of
FRANCHISEE’s place of business, unless sooner terminated as provided for in this Agreement.

Any intention by FRANCHISEE to renew this Agreement for another term of one (1) year may be made
by submitting a prior written request for such extension not later than ninety (90) days before the
expiration of the original three (3) year term. However, it shall be understood that any such extension
shall be approved at the sole and executive direction of the FRANCHISOR, which approval shall be based
on systems and standards. Furthermore, any such extension of the term of the license herein granted
shall be subject to an additional Fifteen percent (15%) of the franchise package prevailing at the time of
such extension.

The parties understand and agree that the license herein granted is for the use of the FRANCHISOR’s
registered trademark “ Bubbatealicious” and of the related system of preparation and sale to tea and
other various product lines, which FRANCHISOR has developed, as such system presently exist, including
any modifications thereto as may hereafter be implemented, as well as the right to use all the names,
symbols, and trademarks associated with FRANCHISOR’s name and system of operation only for a “Cart
type module” described in Annex “A” which is attached hereto and made an integral part hereof.

SECTION TWO
LOCATION OF UNIT

FRANCHISEE shall operate her unit in SM Baguio.

The use of the Franchise in any other location other than the specified herein shall constitute an
unauthorized use of the Franchise and may subject the FRANCHISEE to the cancellation of this
Agreement without prejudice to such other remedies available to FRANCHISOR under the law.

FRANCHISOR shall furnish the structure for a free charged to FRANCHISEE. All permits and licenses
required for the construction of the franchised branch shall be for the account of and responsibility of
the FRANCHISEE.

SECTION THREE
PRELIMINARY AGREEMENT

Upon approval by the FRANCHISOR of a site/location, the parties shall execute a Preliminary Agreement
to as Memorandum of Agreement, which shall stipulate, among others, for the payment of a non-
refundable fee of PHP 35, 000.00 to cover initial costs for the FRANCHISOR. However, the amount shall
be deducted from the Franchise Package provided in Section Fourteen.

SECTION FOUR
OPENING ASSISTANCE

The FRANCHISOR shall provide the FRANCHISEE with an opening assistance team consisting of two (2)
personnel that will assist the latter in the opening of the unit for a period of four (4) days.

For a provision branch, the FRANCHISEE shall shoulder the expenses for board and lodging, allowances
and other incidental costs incurred by the opening assistance team.

SECTION FIVE
TRAINING OF FRANCHISEE

Prior to its opening, the FRANCHISOR shall provide the FRANCHISEE with both theoretical and actual
training in all phases of Bubbatealicious operations. Likewise, prior to its opening, FRANCHISOR shall
also provide both theoretical and actual training to the following number of employees of the Franchise
Branch for a maximum period of seven (7) days but not less than five (5) days, to wit: a) For Cart Unit-
maximum of three (3) crew/employees and one (1) Franchisee;

Any addition of personnel o the prescribed maximum number of trainees on the date of the training or
subsequent thereto shall be subject to training fees to be fixed by the Franchisor.

FRANCHISOR will likewise initially pre-qualify core employees before training. After this initial training,
all other pre-qualifying and training of employees shall have corresponding fees that FRANCHISOR will
identify.

The FRANCHISEE shall submit to FRANCHISOR at all times the resume/bio-data of all new staff applicants
for pre-qualifying. All employees to be hired should have the written approval of FRANCHISOR at all
time. All newly hired employees shall be subject to prior training as approved by FRANCHISOR. The
FRANCHISEE shall not hire employees who have worked for FRANCHISOR in any of its franchised outlets
or other business engagements unless FRANCHISOR gives its prior written consent.

Retraining of existing employees shall be required by FRANCHISOR as needed in order to maintain its
prescribed standard quality of services. In case majority of the FRANCHISEE’s staff require retraining
rendering the franchised outlet unable to operate according to FRANCHISOR’s standard operations,
FRANCHISOR shall take-over the outlet and impose a management fee upon the FRANCHISEE.
Nothing in this Section shall give rise to an employer-employee relationship between FRANCHISOR and
the FRANCHISEE’s personnel.

SECTION FOUR
OPENING ASSISTANCE

The FRANCHISOR shall provide the FRANCHISEE with an opening assistance team consisting of two (2)
personnel that will assist the latter in the opening of the unit for a period of four (4) days.

For a provision branch, the FRANCHISEE shall shoulder the expenses for board and lodging, allowances
and other incidental costs incurred by the opening assistance team.

SECTION FIVE
TRAINING OF FRANCHISEE

Prior to its opening, the FRANCHISOR shall provide the FRANCHISEE with both theoretical and actual
training in all phases of Bubbatealicious operations. Likewise, prior to its opening, FRANCHISOR shall
also provide both theoretical and actual training to the following number of employees of the Franchise
Branch for a maximum period of seven (7) days but not less than five (5) days, to wit: a) For Cart Unit-
maximum of three (3) crew/employees and one (1) Franchisee;

Any addition of personnel o the prescribed maximum number of trainees on the date of the training or
subsequent thereto shall be subject to training fees to be fixed by the Franchisor.

FRANCHISOR will likewise initially pre-qualify core employees before training. After this initial training,
all other pre-qualifying and training of employees shall have corresponding fees that FRANCHISOR will
identify.

The FRANCHISEE shall submit to FRANCHISOR at all times the resume/bio-data of all new staff applicants
for pre-qualifying. All employees to be hired should have the written approval of FRANCHISOR at all
time. All newly hired employees shall be subject to prior training as approved by FRANCHISOR. The
FRANCHISEE shall not hire employees who have worked for FRANCHISOR in any of its franchised outlets
or other business engagements unless FRANCHISOR gives its prior written consent.

Retraining of existing employees shall be required by FRANCHISOR as needed in order to maintain its
prescribed standard quality of services. In case majority of the FRANCHISEE’s staff require retraining
rendering the franchised outlet unable to operate according to FRANCHISOR’s standard operations,
FRANCHISOR shall take-over the outlet and impose a management fee upon the FRANCHISEE.

Nothing in this Section shall give rise to an employer-employee relationship between FRANCHISOR and
the FRANCHISEE’s personnel.

SECTION SIX
HIRING OF BOOKKEEPER

Prior to the opening of the franchised branch, the FRANCHISEE shall employ on a permanent and/or
retainer basis the services of a bookkeeper and a certified public accountant during the term of this
Agreement.

Upon the FRANCHISEE’s failure to employ on the date specified herein, FRANCHISOR reserves the right
to hire a bookkeeper for the FRANCHISEE, including a certified public accountant on a retainer basis and
upon their hiring, shall charge the FRANCHISEE the corresponding fee not more that PHP30,000 per
month but not less that PHP6,000.00 per month for services rendered.

SECTION SEVEN
CONTINUING SUPERVISION AND ASSISTANCE

FRANCHISOR shall maintain a bona fide interest in the success of the FRANCHISEE’s business
during the term of this Agreement and shall, therefore, provide the following:

1. Regular reports of improvement in business methods developed by FRANCHISOR and other

FRANCHISEE’S.

2. Assistance tot eh FRANCHISEE in planning local advertising

3. A continuing training program for compulsory attendance by the employees of the

FRANCHISEE. The corresponding fees, costs and other expenses for the training shall be for
the sole account of the FRANCHISEE.

4. Periodic field/ site visits. Any incidental cost such as but not limited to transportation cost,
meal, board and lodging that will be incurred by FRANCHISOR for periodic field/sit visits shall
be shouldered by the FRANCHISEE.

SECTION EIGHT
PERSONAL ATTENTION OF FRANCHISEE

The FRANCHISEE shall continuously and personally manage his unit for one (1) year from the opening of
the unit unless a FRANCHISEE’S employee or authorized representative is accepted and approved by
FRANCHISOR as a suitable manager for the FRANCHISEE’s operations. However, in the event that the
FRANCHISEE, upon three (3) performance audit evaluation by the FRANCHISOR, is found to have failed in
managing the cart franchise according to the FRANCHISOR’S standards prescribed in this Agreement, the
FRANCHISEE shall be required to undergo “curing period” of fifteen (15) days during which FRANCHISOR
shall take- over its cart operations and supervise the FRANCHISEE. A management fee of one thousand
pesos per day per person (P1000.00/day/person) shall be charged to the FRANCHISEE for the covered
period. Any incidental cost such as but not limited to transportation cost, meal, board and lodging that
will be incurred by the FRANCHISOR to exercise such action will be shouldered by the FRANCHISEE.
When the curing period has been completed, the FRANCHISEE shall then be given thirty (30) days to
personally manage the cart franchise subject to an audit re-evaluation by FRANCHISOR. If, after
performance audit re-evaluation, the FRANCHISEE again falls short of the FRANCHISOR standard in
managing the cart operations, and has considerably failed the re-evaluation, FRANCHISOR may, at its
option, terminate the Agreement.

The requirement of personal management established in this section shall, as understood and agreed by
the parties, entail the FRANCHISEE’s exercise of his best personal efforts and devotion to the success of
the franchised branch consistent with the spirit of this agreement. Personal management shall include,
but shall not be limited to hands-on supervision, personal presence at the Branch during opening,
closing, and peak hours; constant inspection of facilities to ensure the highest standards of sanitation,
cleanliness, and general pleasant appearance; frequent inspection of business operations to ensure
compliance with approved methods of operations and; the preservation of order in the premises.

SECTION NINE
STANDARD OPERATIONS MANUAL

FRANCHISOR has created a Standard Operations Manual (referred as the “Manual”), the terms and
conditions of which are incorporated herein by reference and made an integral part of this agreement.

The FRANCHISEE understands and agrees that the FRANCHISOR system is constantly being modified and
improved in order to keep up with the dynamics of the business and to meet the demands and
exigencies in the system of operations. The FRANCHISEE consent to conduct his operations in strict
conformity with any future modifications in or amendments to the manual, designed solely to promote
the FRANCHISEE's business and uniformly enforced on all other similar situated FRANCHISEE’s.

The manual contains trade secrets and other confidential information vital to FRANCHISOR’s business
operations. Such manual shall at all times remain the property of FRANCHISOR and shall be returned
after the expiration or termination of this Agreement. Photocopying or any form of reproduction of the
Manual shall not be allowed. Only the FRANCHISOR may reproduce the Manual. All information received
by the FRANCHISEE in the course of this Agreement and all the contents of the Manual shall be kept by
the FRANCHISEE in the strictest confidence and shall not be revealed to any unauthorized parties. A
violation of this provision shall be considered a substantial breach of Agreement, which shall entitle
FRANCHISOR to terminate this Agreement.

SECTION TEN
FOOD PRODUCTS TO BE SOLD

A complete menu of the products identified with FRANCHISOR found in the Manual which shall be kept
up to date by the introduction and/or inclusion of new products that may be developed by
FRANCHISOR. The FRANCHISEE is required to carry all existing and new products that may be introduced
by FRANCHISOR in the future. The FRANCHISEE is also required to add, purchase, upgrade and change its
existing equipment, cart layout and furniture as needed in order to serve the new products introduced.
These are the only products that may be offered by the FRANCHISEE in its franchised branch.

The FRANCHISEE is prohibited from engaging in wholesale business and from selling or distributing, in
wholesale, its menu of products to friends, relatives, associates, customers, and/ or other
establishments.

SECTION ELEVEN
RESTRICTION ON SALE OF OTHER PRODUCTS

Because the national goodwill inherent in FRANCHISOR’s trademarked system depends on the
consumer’s identification of this trademark with high quality products, and because all products sold at
the franchised branch tend to identified by the consumer as FRANCHISOR’s trademarked products, the
FRANCHISEE shall not prepare or sell any products and/ or retail merchandise other than FRANCHISOR’S
product lines without FRANCHISOR’s prior written approval.

SECTION TWELVE
PURCHASE OF SUPPLIES BEARING TRADEMARK

FRANCHISOR reserves the right to supply the FRANCHISEE with its proprietary products and other
products, which FRANCHISOR required the latter to purchase from the central warehouse.

Suppliers may be identified by FRANCHISOR after a process of evaluation and accreditation. Only
suppliers with prior written accreditation from FRANCHISOR can supply the franchised branch.

The FRANCHISEE may pick up all purchased food products and supplies bearing the system trademark
from FRANCHISOR’S identified warehouse. The FRANCHISEE shall abide by the rules and procedure of
proper product handling required by FRANCHISOR during pick up. Any modification in the prices of such
suppliers shall become effective within 20 days from the FRANCHISEE’s receipt of prior written notice
from FRANCHISOR.
 SECTION THIRTEEN
FAITHFUL COMPLAINCE

The FRANCHISEE acknowledges that every component of the system is important to FRANCHISOR and to
the operation of the franchised branch, including food and beverage products; uniformity of products
specifications, recipes and preparation methods, quality and appearance; packaging; employee’s
uniform; and uniformity of facilities and service;

FRANCHISOR shall have the right to periodically inspect the FRANCHISEE at any reasonable time to
ensure that its operation complies with the standards and policies of the system.

The FRANCHISEE shall comply with the entire FRANCHISOR’S system and operations manual including
but not limited to the following:

1. Purchase of supplies from FRANCHISOR’s accredited suppliers;

2. Consistently follow the prescribed standards of quality, service, and cleanliness as indicated
in the standard franchise business system of the operations manual;

3. Comply with all FRANCHISOR imposed business policies, practices and procedures;

4. Follow the standard look and design for all franchised branches;

5. Not to alter, convert or add to the branch lay-out or design or equipment without
FRANCHISOR’s prior written consent;

6. Use only the approved packaging materials in the sale of its products;

7. Remodel, modernize and redecorate the premises, furniture, utility box and the cart to bring
the branch up to the current FRANCHISOR’s standards. The FRANCHISEE shall replace worn-
out or obsolete equipment, fixtures and signs; repair the exterior and interior of the branch;
and purchase and install new or modified equipment or fixtures. All improvements shall be
for the account of the FRANCHISEE but should not be done with FRANCHISOR’s approval.

8. Wear the prescribed uniforms for the FRANCHISEE’s employees;

9. Comply with all national and local laws, ordinances and regulations affecting the operation
of the branch;

10. Ensure that all franchised branch management and staff complete address and pass the
training program/s provided by FRANCHISOR;

11. Maintain reasonable standards of customer service in the franchised branch;

12. Adhere to the retail prices for all products;

 13. Comply with the reporting and auditing requirements set by FRANCHISOR; and,

14. Maintain confidentiality of all materials and information or disclosure relevant to the
relevant to the operation of the franchised branch.
SECTION FOURTEEN
INITIAL FEES AND FRANCHISE PACKAGE

Initial Fee. In consideration of the foregoing license grant to use FRANCHISOR’s trademark,
the FRANCHISEE shall pay an Initial Fee immediately after the execution of this agreement.
This fee is non-refundable and is embedded in the franchise package offered to the
FRANCHISEE.

Franchise Package. The franchise package is the total amount of investment needed to
operate the franchised business describe in Annex B of this Agreement which is attached
hereto and made an integral part hereof. The franchise package shall be PHP350,000.00 net
of any applicable national or local taxes or fees, if any.

Security Deposit. In addition, the FRANCHISEE shall likewise remit the FRANCHISOR the amount of
PHP30,000.00 as security deposit within seven (7) days prior to the opening. The deposit shall be
returned without interest to the FRANCHISEE upon the termination or expiration of this AGREEMENT,
less any amount due to the FRANCHISOR for unpaid supplies and other expenses.

SECTION FIFTEEN
LICENSES AND PERMITS

Within thirty (30) days form this Agreement’s execution date, the FRANCHISEE shall obtain from all
appropriate local, regional, or national government office all applicable approvals, permits, and licenses,
which shall be necessary or advisable to consummate the transactions provided in this Agreement.

SECTION SIXTEEN
TAXES AND INSURANCE

The FRANCHISEE shall be liable for the payment of all applicable tax liabilities that may be incurred in
the course of the implementation of this agreement.

The FRANCHISEE shall secure al the required insurance coverage as may be required by any local or
national law. In addition, the FRANCHISEE shall maintain though out the franchise term, at its sole
expense, an insurance against all types of liabilities. Such insurance shall be secured from a reputable
company accredited by FRANCHISOR which shall provide sufficient coverage as required by the latter,
and shall insure both parties as primary beneficiaries to the extent of their respective interests.
FRANCHISOR shall be furnished with certificates of such insurance together with evidence showing
payment of the premiums within five (5) days before the opening of the franchised branch. Its non-
submission shall mean the FRANCHISEE’s failure to secure the proper insurance that will authorize
FRANCHISOR in turn to obtain the necessary insurance on the FRANCHISEE’s behalf. In which case, the
FRANCHISEE shall be liable to pay FRANCHISOR any and all expenses related to the procurement of such
insurance.

INSURANCE RENEWAL. Thirty (30) days before the expiration of the insurance the FRANCHISEE shall
renew the insurance and shall inform FRANCHISOR in writing that the latter has renewed his insurance
and shall submit photocopy of the new insurance policy to FRANCHISOR. Its non-submission shall mean
failure on the FRANCHISEE’s part to renew the insurance and will authorize FRANCHISOR to obtain the
necessary insurance on its behalf. In which case, the FRANCHISEE shall be liable to pay FRANCHISOR any
all expenses related to the procurement of such insurance.

SECTION SEVENTEEN
INDEMNITY OF FRANCHISOR

The FRANCHISEE shall not hold FRANCHISOR free and harmless against any all claims, actions,
proceddings, damages, and liabilities, including attorney’s fees, arising from or connected with the
operation of the franchised branch, including all personnel-related matters. In the event that
FRANCHISOR shall be held liable for any such damage, the FRANCHISEE shall indemnify and reimburse
FRANCHISOR for the full amount of such liability.

SECTION EIGHTEEN
MARKETING SUPPORT FUND

The FRANCHISEE shall allocate for its local use, a local branch marketing fund (LBMF) equivalent to one
percent (1%) of gross sales less VAT. Subject to the written approval of FRANCHISOR, the fund shall be
used to promote and market the brand and conduct activities that will solely benefit the franchised
branch. Any implement local branch marketing activity that is not communicated in writing at least one
month ahead to FRANCHISOR or unapproved by FRANCHISOR shall be subject to a Notice to Cure
treatment.

SECTION NINETEEN
DESIGN AND APPEARANCE

FRANCHISOR shall have the option to implement changes in the general design and appearance, as well
as propriety marks, of the franchised branch to which all FRANCHISEEs must comply. The
BUBBATEALICIOUS CART is considered as a propriety design of the FRANCHISOR and therefore the
FRANCHISEE shall be required to allocate capital expenditures in remodeling/refurbishing the franchised
branch on an annual basis to reflect the then current image or look of the BUBBATELICIOUS name and
mark.
 SECTION TWENTY
ASSIGNMENT BY FRANCHISEE

Sale or Assignment. FRANCHISOR has entered into the Franchise Agreement upon its reliance of the
FRANCHISEE’s qualifications and its commitment to open and operate in SM Baguio- Bubbatealicious
franchise branch and the rights granted here to the FRANCHISEE are personal to it. Consequently, the
FRANCHISEE may not sell, assign or otherwise transfer any rights granted under this Agreement or any
interest in the franchise granted before opening the franchised branch and at any time subsequent to it,
except as may be authorized by FRANCHISOR as elsewhere provided here. Any unauthorized sale,
assignment or transfer shall not be binding upon the FRANCHISOR nor shall it relieve the FRANCHISEE of
its obligations under this Agreement any other related contracts with FRANCHISOR>

Sub-Franchising. The FRANCHISEE shall have no right whatsoever to sub-franchise the franchise granted
here or any interest in it. Assignment of an interest under this Agreement to an individual, partnership,
corporation or other business entity shall be deemed as sub-franchising and shall be considered a
material breach which shall entitle the FRANCHISOR, at its option, to terminate this Agreement.

Non-Competition. During the effectivity of this Agreement, the FRANCHISEE shall not, without
FRACNHISOR’s prior written consent, directly or indirectly, engage in or acquire any financial or
beneficial interest, including interest in corporations, partnerships, or trusts, unincorporated
associations and joint ventures in, or become a landlord for, any business employing or using the
concepts and record closely similar to the tradename, mark and system of FRANCHISOR.

The FRANCHISEE shall not engage in an business of like kind, form and style of FRANCHISOR which
pertains to any establishment that offers to sell to the public the same food product line or service or
which uses a similar physical layout, image, sign or graphic presentation of FRANCHISOR, as the case
may be, at any time during the term of this agreement an there years after expiration of termination
thereof regardless of the name, or manner under which the product line or service is sold or such
physical lay-out, image, sign or graphic presentation used.

If the FRANCHISEE is a juridical person, it undertakes not to change the nature of the juridical person, its
board of directors, the shareholding structure, or scope of its business operation. Neither shall it to go
into any merger, consolidation, or re-organization, which may affect the operation of the franchise
under this agreement without the prior written consent from FRANCHISOR.

CONFIDENTIAL INFORMATION. In view of the confidential information granted, disclosed to and/or

accessed by the FRANCHISEE by virtue of this agreement, the FRANCHISEE covenants and agrees that, in
the event of any default under this agreement which shall result in the termination of the FRANCHISEE’s
rights, and for a period of three (3) years subsequent to the date of such termination [ reckoned from
the date on which the FRANCHISEE receives notice of such termination], the FRANCHISEE shall not,
directly or indirectly, engage in any business, whether as a sole proprietor, stockholder, partner or other
participant, or possess any ownership interest in any such business employing or using the concepts and
records closely similar to FRANCHISOR’s tradename, mark and system.

INDIVIDUAL MEMBERS BOUND. If the FRANCHISEE is a corporation or partnership, the provisions of this
agreement shall be binding upon and enforceable against each shareholder or general and limited
partner of the FRANCHISEE, as the case may be.

SECTION TWENTY-ONE
BUBBATEALICIOUS NAME AND MARK

ACKNOWLEDGEMENT. The FRANCHISEE acknowledges the FRANCHISOR is required by law to prevent

the unauthorized use of the “BUBBATIEALICIOUS” Name or Mark and shall accordingly abide by the
provisions under this agreement.

NAME. The FRANCHISEE shall not use the words “BUBBATEALICIOUS” or any stylistic or its colorable
variation as part of the name of any corporation, partnership, or other business entity in which the
FRANCHISEE owns or holds another interest or as a trade name or assumed name of any such business
entity: Provided that the FRANCHISEE may, if required by law, file an assumed name or similar certificate
to the effect that it is operation the franchised branch under the FRANCHISOR name.

USAGE. The FRANCHISEE shall use the “BUBBATEALICIOUS” name, mark and trade assets in strict
compliance and in a manner that will promote the goodwill and image of FRANCHISOR consistent with
the standards of quality established by FRANCHISOR.

SYMBOL. The FRANCHISEE shall not use or allow the use of FRANCHISOR’S registered logograph of the
word “BUBBATEALICIOUS” in any promotional material, advertisement, display, business form on either
printed articles, graphic materials, without affixing the symbol thereto in the manner required by law.
FORM. The FRANCHISEE shall, at all times, use the FRANCHISOR Name and mark in the precise form
described by FRANCHISOR and shall observe reasonable discretions regarding representation of the
FRANCHISOR name and mark and the manner of its display and use. The FRANCHISEE shall submit to
FRANCHISOR all paper goods, advertising and other promotional materials not furnished by
FRANCHISOR for approval prior to their use.

OTHER SPECIFICATIONS. The FRANCHISEE shall not use the FRANCHISOR name and mark on any goods
and services other than in compliance with specifications issued from time to time by FRANCHISOR and
with such other quality control measures as FRANCHISOR may adopt TO PROMOTE AND defend goodwill
associated with the FRANCHISOR name and mark.

INFRINGEMENTS. THE FRANCHISEE shall not knowingly permit and shall promptly report to FRANCHISOR
any unauthorized use of the FRANCHISOR name and mark by any person or the use by any person of the
tradename, trademark, service mark, or symbol which may be construed as an infringement of the
FRANCHISOR name and mark or as an unfair competition. FRANCHISOR reserves the exclusive right to
make the final determination of infringement or other unlawful use and to conduct all legal proceedings
relating to the FRANCHISOR name and mark.

ADMISSIONS. At no time shall the FRANCHISEE make any written or oral admissions, nor shall
FRANCHISOR be bound by any such admissions, which are made in contravention of this article, that the
FRANCHISOR trademark is in any way invalid of infringes the rights of any person or is open to any other
form of attack, but shall promptly notify FRANCHISOR of any allegation of invalidity or infringement of
which the FRANCHISEE becomes aware of.

SECTION TWENTY-TWO
FINANCIAL STATEMENTS

SUBMISSION. The FRANCHISEE shall submit to FRANCHISOR monthly accounting reports identified by
FRANCHISOR on or before the twenty first (21 st ) day of each month with respect to the FRANCHISEE’s
operations. The FRANCHISEE pays a nominal penalty of PHP5,000.00 for every month of delay it incurs in
submitting the monthly reports. Should the FRANCHISEE commit a delay in submitting the monthly
reports for more than six (6) time, said act shall be considered a breach sufficient to cause termination
of this agreement.

Should the FRANCHISEE completely fail to submit a report within thirty (30) days after stated deadline,
the FRANCHISEE shall send a letter of explanation to FRANCHISOR which shall have sole discretion to
determine whether or not the reason for such failure is justified. Failure of the FRANCHISEE to submit
accounting reports without justifiable reasons for a maximum of three (3) instances during the entire
period of this agreement shall constitute an event of default under section 26 of this Agreement.

RECORDS. The FRANCHISEE shall maintain complete and accurate records and books of accounts relating
to the operation of the BUBBATEALICIOUS franchise, and shall permit the authorized representatives of
FRANCHISOR to inspect during reasonable hours of business days such records including its sales,
income, gross receipts, tax returns including VAT returns to insure that they are prepared in accordance
with generally accepted accounting principles within forty five (45) days after the end of each fiscal or
calendar year and that the returns are duly filed with the Bureau of Internal Revenue. If the FRANCHISEE
at any time, is required to furnish any lender, lessor, government agency or other person, audited
financial statements with respect to its franchised branch operations, FRANCHISEE shall concurrently
furnish FRANCHISOR a copy of such audited financial statements.

SECTION TWENTY-THREE
PROTECTION OF TRADE ASSSETS

FRANCHISOR’s method of preparing and/or cooking FRANCHISOR products valuable trade secrets.
FRANCHISEE shall not reveal the contents of the procedures manual or any other information relating to
the operation of FRANCHISOR’S trademark system.

If the FRANCHISEE engages in any business of selling and/or serving foods within three (3) years from
termination of this Agreement, the FRANCHISEE shall assume the burden of proving that he has not
used FRANCHISOR’s confidential information in such business.

SECTION TWENTY-FOUR
RELATIONSHIP OF PARTIES

The FRANCHISEE is and shall be considered an independent contractor with entire control and direction
of his entire business operations, subject only to the condition and obligations established by this
Agreement. The FRANCHISEE’s business is separate and apart from any other business that may be
operated by FRANCHISOR. Neither party to this Agreemetn shall represent anything that tends to create
an apparent agency, employment, or partnership. Neither party will have authority to act for the other
in any manner to create obligations or debts binding on the other,and neither party shall be responsible
for any obligations or expenses whatsoever of the other. Neither the FRANCHISEE nor any person
performing any duties or work in the premises upon the FRANCHISEE’s request shall be deemed
FRANCHISOR’s employee or agent.

SECTION TWENTY-FIVE
VENUE OF ACTIONS AND ATTORNEY’S FEES

Any judicial action arising from this franchise agreement should be filed exclusively in the appropriate
courts of Quezon City to the exclusion of others. The unsuccessful party in the action shall pay, in
addition to all of the sums that either party may be required to pay, a reasonable sum for the successful
party’s attorney’s fees.

SECTION TWENTY-SIX
EVENTS AND CONSEQUENCES OF DEFAULT

Events of Defaults. Each of the following circumstances and occurrences shall constitute an event of
default under this agreement.

A. Any one of the following events of default shall result in the termination of the franchise
agreement upon receipt of the notice of default:
1. Any representation or warranty of the FRANCHISE contained here proves to be untrue,
incorrect or misleading as of its date in any material respect;
2. The FRANCHISEE’S unauthorized disclosure of FRANCHISOR’s trade secrets and other
confidential information;
3. Abandonment of the business for a period of three (3) consecutive days or a shorter period
with intent by the FRANCHISEE not to continue the operation;
4. The FRANCHISEE fails to perform its obligations and or violates any other provision of this
agreement, the Manual and other related instruments or instructions of the FRANCHISOR;
5. There occurs any circumstances that, in the opinion of FRANCHISOR, gives reasonable
ground for the belief that the FRANCHISEE may not be able to perform its contractual
obligations under this Agreement or any other related instruments;
6. The FRANCHISEE’s insolvency or bankruptcy;
7. The FRANCHISEE’s conviction of a crime involving moral turpitude or any crime that may
damage FRANCHISOR’s reputation;
8. The FRANCHSEE has received three (3) notices of default within (1) year period irrespective
of whether the defaults were cured of not;
9. The FRANCHSEE transfers the franchise without FRANCHISOR’s prior written approval;
10. The FRANCHSEE fails to remit payments on the agreed terms for items or service purchased
or acquired from FRANCHISOR or any other suppliers of the FRANCHISEE supplying goods or
services that are directly related to the franchised business;
11. It becomes unlawful or violative for the FRANCHISEE to perform any of its obligation;
12. The FRANCHSEE issues an unfunded check as payment to FRANCHISOR signifying bad faith
for a business relationship;
13. The FRANCHSEE fail to comply with the required government permits 30 days from its
opening date;
14. The FRANCHSEE fails to obtain or renew the insurance required and prescribed by
FRANCHISOR and;
 15. The FRANCHSEE fails to hires employee who has worked for FRANCHISOR for his business
engagement (whether franchised outlet or other business ventures) without FRANCHIOR’S
prior written consent;
B. In case an event of default shall occur under any one of the following circumstances and the
FRANCHISEE continues to fail and refuse to correct or cure such event or default, FRANCHISOR
shall have the right to cancel this Agreements by serving written notice of such termination
within 30 days before the effective date of termination, unless sooner cured or corrected by the
FRANCHISEE within the 30 day period, namely:
1. Failure to meet standards on unkeep and maintenance of the franchised branch;
2. Engages in unauthorized business or sells unauthorized products;
3. The FRANCHISEE’s failure to seek approval of FRANCHISOR as required by this agreement;
4. The FRANCHISEE fails to comply with the provisions of the operations manual;
5. The FRANCHISEE violates any term of lease agreement with the lessor and:
6. The FRANCHISEE violates any other agreement with the FRANCHISOE.
In all cases not covered by the above-mentioned violations, the FRANCHISEE shall be declared in default
if he fails to perform or violate any of the other provisions of this agreement and related agreements.

Termination. Upon termination and/or expiration of this agreement, the FRANCHISOR shall buy back the
BUBBATEALICIOUS Cart from FRANCHISEE including any of its marketing collaterals, materials, objects
bearing the FRANCHISOR name and mark, and all such symbols identifying FRANCHISOR for the amount
not exceeding PHP20,000.00 depending on the condition of the cart.

FRANCHISEE shall also take appropriate action to remove, destroy and dispose properly in accordance
with the recommended procedures/means made by FRANCHISOR any collaterals, materials, objects
bearing the FRANCHISOR name and mark, and all such symbols identifying FRANCHISOR, from the
premises of the building, including appropriate alterations of the building exterior and interior and the
FRANCHISEE shall cancel any advertising related to the FRANCHISE’s use of the FRANCHISOR name and
mark within 24 hours. The FRANCHISEE shall return and deliver to the head office of FRANCHISOR in
good working condition.

FAILURE. If THE FRANCHISEE upon request fails or omits to make such changes or causes them to be
made, FRANCHISOR shall have the right to enter the other FRANCHISEE’ branch without being deemed
guilty of trespassing or any other unlawful act, and shall have the right to make such changes or cause
them to be made by FRANCHISEE’s expense and of which expense the FRANCHISEE shall pay on
demand. The security bond will also be automatically forfeited, without prejudice to the FRANCHISOR’S
right to demand payment for all other unsecured damages.

SECTION TWENTY-EIGHT
FINAL PROVISIONS

ENTIRE AGREEMENT: AMENDMENT. This Agreement shall constitute the parties’ entire agreement with
respect to the subject matter here and shall supersede any prior expression of intent or undertaking
with respect to this transaction. This agreement may be amended only by an instrument in writing
signed by the party or parties bound or burdened by such amendments.
WAIVER AND CUMULATIVE RIGHTS. FRANCHISOR’s failure or delay to require performance by the
FRANCHSEE of any provisions of this agreement shall not affect the former’s rights to require such
provisions unless and until such performance has been effectively waived by FRANCHISOR in writing.
Furthermore, each and every right granted to either party here or under any other document or
instrument delivered under or in connection with the agreement, or is granted to either party under the
law or in equity, or by any other subsequent agreement, shall be cumulative and may be exercised from
time to time.

SEPARABILTY. IF any section, subsection, paragraph, term or provision of this Agreement is determined
to be illegal, invalid, or unconstitutional by any court of competent jurisdiction or by any government
regulatory authority having jurisdiction on them, such determination shall have no effect on the validity
of any other section, subsection, paragraph, term or provision of this agreement, all of which will remain
in full force and effect for the term of the Agreement.

NOTICES. All notices or demands required or permitted under this franchise agreement shall be in
writing and shall be deemed delivered seven (7) days after such notices or demands are delivered by
mail, return receipt requested, at the address as provided in the introduction of this franchise
agreement or to such other address as either party, may, from time to time, designate.

STATUS AND PARTIES. The FRANCHISOR franchise is not intended to create and shall not be interpreted
as creating a partnership, joint venture, agency, employment, master and servant or similar relationship
between the parties and no representation to the contrary shall be binding upon either party.

BINDING EFFECT. This franchise agreement shall be binding upon and inure to the benefit of the parties
and, subject to the pertinent provisions of this contract, their respective successors, assigns, executors,
heirs, and authorized personal representatives.

SECTION TWENTY-NINE
GOVERNING LAWS

The terms and provisions of this agreement shall be interpreted in accordance with and governed by
Philippine laws.

SECTION THIRTY
ADMISSIONS

THE FRANCHISEE ADMITS THAT:

1. It has conducted an independent investigation regarding the franchised business;
2. No representation has been made by FRANCHISOR as to the future profitability of the
branch;
3. No refund will be given partially or in whole, in any form or manner by FRANCHISOR to the
FRANCHISEE pertaining to the amount paid for the Franchise package whether paid in whole
or in part by the FRANCHISEE regardless of the latter’s personal situation and franchised
branch’s business condition;
4. Insurance is a vital necessity for the franchised branch and shall maintain such throughout
the franchise term and;
5. The FRANCHISEE represents that he has receives a copy of the agreement and has had an
opportunity to consult with his attorney with respect to it before its execution.
The term of this franchise agreement is for three (3) years. FRANCHISOR has made guarantee or
representations as to the renewal of this agreement or grant of a new franchise upon expiration.

SIGNED by the parties on the date written above.

GENEROUS AND JOYOUS

VENTURES, INC. FRANCHISEE
Franchisor

BY:
MR. GILBERT JIM MR. RODERICK M. RONDEZ

SIGNED IN THE PRESENCE OF:

______________________ ______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

DONE IN THE CITY OF BAGUIO ) S.S.

 BEFORE ME, this ____ day of _____________ in the ____________, Philippines,
personally appeared the parties, who both presented to me their respective identifications, and whose
identifications are written below their names, known to me to be the same parties who executed the
foregoing document, and who acknowledged that the same is their voluntary act and deed.

This instrument, consisting of four ( ) pages, including the page where this acknowledgment is
written, has been signed on the left margin of each and every page thereof by the parties and their
instrumental witnesses, and sealed with my notarial seal.

IN WITNESS WHEREOF, I hereunto set my hand and affixed my notarial seal on the day, year
and place above written.

Doc. No. ___;

Page No. ___;

Book No. ___;

Series of 2014