MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This AGREEMENT is made and entered into by and between:

SPS. WANG, LIYIN AND CAI, YARU, both of legal age and
residing at No. 11A Banyan Tower Bay Garden Condominium,
Metrobank Avenue, Pasay City, represented by its authorized
attorney-in-fact, MS. MILLIE ANNE D. FRANCISCO, hereinafter
called the LESSOR;

- and -

GRANDMA’S MILK TEA AND NOODLE HOUSE, a single

proprietorship duly registered and existing under and by virtue of
the laws of the Philippines, with principal business address at
UNIT 1T1C6 STUDIO CITY CONDOMINIUM WEST PARC DRIVE,
FILINVEST CITY, ALABANG, represented by its sole owner,
ONG, HHOE SAN, hereinafter called the LESSEE

WITNESSETH:

WHEREAS, the FIRST PARTY is the lessor of THE LEASED PREMISES

with a total floor area of 136.10 sqm from the lessor, SPS. WANG, LIYIN AND
CAI, YARU situated at UNIT 1T1C6 STUDIO CITY CONDOMINIUM WEST PARC
DRIVE, FILINVEST CITY, ALABANG.

WHEREAS, the authority of MILLIE ANNE FRANCISCO, to make, sign,

execute and deliver this memorandum of agreement for and in behalf of SPS.
WANG, LIYIN AND CAI, YARU., is evidenced by a Special Power of Attorney dated
September 11, 2017.

WHEREAS, the FIRST PARTY intends to lend the leased premises unto
and in favor of the SECOND PARTY for the establishment of its GRANDMA’S
MILK TEA AND NOODLE HOUSE business for the consideration of ONE
THOUSAND PESOS (P1,000.00) per square meter exclusive of association
dues and the SECOND PARTY accepts the same subject to the terms and
conditions hereinafter specified.

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

under the terms and conditions hereto agreed upon, the parties hereto
covenanted, as follows:

1. The FIRST PARTY shall lend as it hereby lends to the SECOND PARTY
the use and enjoyment of the said office for one (1) YEAR beginning September
15, 2018 to September 14, 2019, subject to renewal at the option of the FIRST
PARTY.

2. Accordingly, the SECOND PARTY expressly agrees and warrants that

said portion of the leased premises shall be exclusively used and occupied for
BUSINESS PURPOSES and for legitimate purposes, and the SECOND PARTY is

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hereby prohibited to use the said premises for any purpose or purposes contrary
to law.

3. The SECOND PARTY expressly acknowledges that the premises are

delivered for use intended for the purpose and in good tenantable condition and
agrees to keep the same in such good and tenantable condition for which purpose.
It binds itself to undertake at its exclusive expense all ordinary repairs necessary
to maintain the same in such condition.

4. After the execution of this Agreement, the SECOND PARTY shall submit
to the FIRST PARTY the plan of any proposed additional installations and
improvements required by the nature and purpose of its business affecting the
premises, and only after receipt of the written approval of said plan by the FIRST
PARTY may the SECOND PARTY install said installations and improvements at
its own expense.

5. The SECOND PARTY shall guarantee the faithful compliance with any
and all governmental laws, ordinances and regulations arising from or regarding
the use, occupations and sanitation of the premises during effectivity of this
Agreement.

6. The SECOND PARTY agrees to allow the FIRST PARTY or its duly
authorized representative to enter and inspect the premises at any reasonable
time of the day.

7. In case of controversy arising under this Agreement or in relation with

the use of the premises, the parties hereto agreed to submit the same exclusively
to the jurisdiction of the courts of Manila City for adjudication and disposition.

IN WITNESS WHEREOF, the parties have hereunto caused this Agreement

to be executed this _____ day of _________________.

SPS. WANG, LIYIN AND CAI, YARU. GRANDMA’S MILK TEA AND
NOODLE HOUSE
FIRST PARTY SECOND PARTY

By: By:

MILLIE ANNE D. FRANCISCO ONG, HHOE SAN

Authorized Representative Sole Proprietor

Signed in the presence of:

________________________________ _________________________________

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 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

)

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

on ______________, personally appeared:

NAME Valid ID Expiry Date

Millie Anne Francisco _______________ __________________

ONG, HHOE SAN _______________ __________________

known to me and to me known to be the same persons who executed the foregoing
instrument and they acknowledged to me that the same are their free and
voluntary act and deed and of the entities herein represented.

This Memorandum of Agreement consisting of two (2) pages, including this

page on which the acknowledgment is written and signed by the parties and their
instrumental witnesses in the present of each other.

WITNESS MY HAND AND NOTARIAL SEAL, on this ___ day of

_____________ in ______________, Philippines.

Doc. No. ______;

Page No.______;
Book No. _____;
Series of 2018.

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