CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Lease made and entered into this ____ day of _____________ 2016, in
the City of Makati, Metro Manila, by and between:

RAFAEL ROBERTO M. JOSEPH, RAMON ANDRES M. JOSEPH,

REX ANTONIO M. JOSEPH, and MARIA ROSANNA M. JOSEPH, Filipinos,
all of legal age, residing at 169 Sarangani St., Ayala Alabang Village, Muntinlupa City,
represented herein by their Attorney-In-Fact, Ralph Lim Joseph, Filipino, of legal
age, hereinafter referred to as the “LESSOR”;
- and -

S&W REPUBLIC, INC., a corporation duly organized and registered

under the laws of the Republic of the Philippines, with office address at 614 Avida
Towers, San Lorenzo, 2280 Chino Roces Avenue, Brgy. Pio Del Pilar, Makati City,
represented herein by its Corporate President, Wataru Watanabe, Japanese and of
legal age, hereinafter referred to as the “LESSEE”

The LESSOR and the LESSEE are hereinafter collectively referred to as

the “Parties”.

WITNESSETH: That --

WHEREAS, the LESSOR is the absolute and registered owner of a commercial property
located at Unit G14B Makati Cinema Square Building, Amorsolo St., Makati City, Philippines, with
an area of One Hundred Seventeen and 23/100 (117.23) square meters, hereinafter referred to
as the LEASED PREMISES.

WHEREAS, the LESSOR is willing to lease the LEASED PREMISES unto the
LESSEE subject to the terms and conditions hereinafter specified;

NOW THEREFORE, for and in consideration of the foregoing premises, and of the
terms, conditions, and stipulations herein below stated, the Parties have agreed to enter into this
Contract of Lease.

1. LEASED PREMISES. -- The LESSOR, for and in consideration of the rental

herein provided and the covenants, conditions and agreements herein stipulated, does hereby lease
to the LESSEE, the LEASED PREMISES and the LESSEE hereby accepts by way of lease,
subject to the following terms and conditions hereinafter specified;

2. CONDITION OF THE LEASED PREMISES. -- The LESSOR hereby

stipulates that the LEASED PREMISES, at the time of execution of this Contract of Lease, are
in good order, and in safe, clear and tenantable condition.

3. TERM OF THE LEASE. -- This Contract of Lease shall have a commencing

from 15 September 2016, and ending on February 14, 2021 (hereinafter the “Lease Term”).

3.1 The Parties may renew this Contract of Lease for an additional five years under
such terms and conditions as shall then be agreed upon by the Parties.

3.2 In the event that the LESSEE intends to renew this Contract of Lease, the
LESSEE must provide the LESSOR written notice of such intention to renew this Contract of
Lease at least sixty (60) calendar days before expiration of the Lease Term. All utility bills, such as
but not limited to, water, electricity, gas, cable TV, telephone and the like, must be fully paid/settled
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by the LESSEE. The LESSOR and the LESSEE shall endeavor to execute a contract of lease for
the renewed term at least thirty (30) calendar days before expiration of the Lease Term.

4. AMOUNT OF RENT. --

4.1 The basic rent on the leased premises shall be ONE HUNDRED FORTY
THOUSAND FOUR HUNDRED PESOS (Php 140,400.00) a month, plus association dues, the
Common Use Service Area (CUSA), and the value-added tax (VAT) of twelve percent (12%) with a
yearly escalation of five percent (5%), beginning on the second (2nd) year of the Lease Term. The
LESSEE shall pay the aforementioned association dues directly to the Makati Cinema Square
Condominium Association. The VAT shall be for the LESSEE’s account, which shall be responsible in
remitting the same each month to the Bureau of Internal Revenue (B.I.R.). The expanded
withholding tax (EWT) of five percent (5%) shall be for the LESSOR’s account.

4.2 The monthly rental amount shall be paid by the LESSEE to the LESSOR in
advance within the first five (5) days of every month at the address of the LESSOR without the
necessity of notice or demand; provided that the rents for the last three (3) months of the Lease
Term shall be paid upon the execution of this Contract of Lease.

4.3 The LESSEE shall also issue twelve (12) postdated checks in favor of the
LESSOR, in payment of the monthly rents for the first twelve (12) months. Should any of said
checks be dishonored for any reason upon presentment for payment at maturity, the LESSEE shall
be liable to the LESSOR for DOUBLE the face value of the check, in addition to such charges, if
any, as the bank may impose on the LESSOR for the dishonor of the check.

5. SECURITY DEPOSIT. -- The LESSEE has deposited with the LESSOR the
amount of FOUR HUNDRED TWENTY-ONE THOUSAND TWO HUNDRED PESOS
(Php 421,200.00) as a security deposit to answer for the payment by the LESSEE of all charges and
expenses due from it under this Contract of Lease, such as, but not limited to, unpaid electric bills,
telephone bills, water bills and any other public utility bills incurred by it in the LEASED
PREMISES and for any other obligations for which it is responsible under this Contract of Lease.
The said deposit shall not be applied against currently maturing rents or against any rental arrears
due from the LESSEE but the same shall be held by the LESSOR until the expiration or
termination of the Lease Term and refunded by the LESSOR to the LESSEE within three (3)
months from said date, without interest, after deducting there from all amounts chargeable to the
LESSEE under the Contract of Lease, without prejudice to the right of the LESSOR to collect
any deficiency from the LESSEE should said deposit be insufficient for said purpose.

6. UTILITIES. -- All expenses for all the utilities, electric current, water, gas, air
conditioner maintenance, telephone, internet, cable television, garbage collection fees and other
services rendered in the LESSEE’s favor during the term of this Contract of Lease shall be for the
account of the LESSEE. The LESSEE shall hold the LESSOR free from any liabilities of
unpaid/unsettled bills and any damages incurred during the term of this Contract of Lease.

7. USE OF PREMISES. --

7.1 The LESSEE shall use the LEASED PREMISES only and exclusively for business
purposes and not as a residence or dwelling of its stockholders, directors, employees, guests or
friends.

7.2 The LESSEE shall not keep or store any combustible, explosive or hazardous
materials in the LEASED PREMISES except in reasonable quantities as needed in the regular
operation of its business. Neither shall the LESSEE do anything in the LEASED PREMISES that
will unduly expose the same to risks of fire, explosion or other hazards, or that will otherwise cause
an increase in the insurance premiums thereon.
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7.3 The LEASED PREMISES shall be used only for lawful purposes, the LESSEE
hereby holding the LESSOR free and harmless from any liability arising from any untoward event
in the LEASED PREMISES caused by the act or omission of the LESSEE, its guests, customers,
employees or other persons thereat.

7.4 The LESSEE shall use the LEASED PREMISES with due and proper care, seeing
to it that the same are kept in clean and sanitary condition at all times free of garbage, debris and
other noxious materials and without any bugs, insects, and vermin that may cause harm or
annoyance to the occupants of the LEASED PREMISES, their neighbors or other persons. The
LESSEE shall be liable for any minor loss, damage or deterioration to the LEASED PREMISES
and shall have the same promptly repaired at its own expense.

7.5 The LESSEE hereby acknowledges that it has inspected the LEASED
PREMISES and found the same to be satisfactory in all respects, suitable and fit for the purpose or
purposes for which the same are intended, and agrees that upon expiration or termination of this
Contract of Lease, to quietly and peacefully surrender unto the LESSOR the possession of the
LEASED PREMISES in the same and satisfactory condition as received by the LESSEE upon
the commencement of its occupancy therein, reasonable wear and tear excepted.

8. FIRE HAZARD AND OBNOXIOUS SUBSTANCE. -- Except for reasonable

requirements for cooking gas (Liquefied Petroleum Gas), the LESSEE shall not keep, deposit or
store in the LEASED PREMISES any obnoxious substance or inflammable material or substance
which may constitute a fire hazard. Neither shall the LESSEE install any appliance, apparatus,
equipment or machinery or engage in any activity that may cause obnoxious odors, pollution,
tremors, sound or noise.

9. PEST CONTROL. -- The LESSEE shall retain the services of a reputable pest
control organization to ensure the extermination or protection against termites and beetles (“anay”
or “bukbok”) and shall be responsible for the extermination of, or protection against, rats,
cockroaches and other insects.

10. SIGNS AND ADVERTISEMENTS. -- Unless otherwise allowed and agreed

upon, the LESSEE shall not affix, inscribe or paint any notice, signs, or other advertising medium
on any part of the LEASED PREMISES, including the external surface of the main door leading
to the LEASED PREMISES.

11. RULES AND REGULATIONS. -- The LESSEE shall comply with the existing
condominium unit owners association rules, with any and all reasonable rules and safety regulations
which may be promulgated from time to time by the association and with all the rules, regulations,
ordinances and laws issued by the health or other duly constituted local or national authorities
arising from or regarding the use, occupancy, sanitation and safety of the LEASED PREMISES.

11.1 It is hereby understood by the Parties that the LEASED PREMISES are part of a
condominium and the LESSOR is a part of a condominium and the LESSOR’S ownership, use,
and occupancy of the same are subject to such restrictions as are embodied in the Master Deed with
Declaration of Restrictions of the Makati Cinema Square Condominium Association (“Master Deed”) and all
amendments thereto. By virtue thereof, it is hereby agreed and understood by the LESSEE that its
use and occupancy of the Leased Premises shall be subject to such restriction as are declared in
said Master Deed, as amended, and the house rules and regulations for the condominium
association. In this regard, the LESSEE agrees to be bound by and to comply with the house rules
and regulations of the condominium association, and all such rules and regulations as may be duly
promulgated from time to time.

11.2 The LESSEE shall indemnify and hold harmless the LESSOR against all actions,
suits, damages and claims by whomsoever that may be brought or made by reason of the LESSEE's
violation, non-observance or non-performance of the rules, regulations, ordinances or laws
mentioned in this section or of any of the covenants of this Contract of Lease, without prejudice to
Contract of Lease
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the right of the LESSOR to cancel this Contract of Lease in accordance with the penal provisions
hereof.

12. REPAIRS AND MAINTENANCE. -- The LESSEE shall maintain the

LEASED PREMISES in good and tenantable condition. The LESSOR shall be responsible for all
major repairs in the LEASED PREMISES including, but not limited to, water, electrical and
sewage installations caused by force majeure and ordinary wear and tear, except repairs due to the
fault or negligence of the LESSEE, members of its household, guests, or visitors. The major
repairs shall be undertaken by and for the account of the LESSOR within a reasonable period from
receipt of a written complaint from the LESSEE.

12.1. The LESSEE shall be responsible for the cost of the minor repairs and expenses,
including repairs due to ordinary wear and tear and repairs due to the fault or negligence of the
LESSEE, members of his household, guests, or visitors, costing FIVE THOUSAND PESOS
(Php 5,000.00) or less for each item or unit changed or replaced. For purposes of this paragraph,
"minor repairs" shall refer to: replacement, breakage or loss of light bulbs, lights, fixtures, electrical
switches, fuses, outlets, buzzers, faucet handles, drawer or cabinet pulls and catches, keys, door
knobs, locks, toilet seats and water tank covers, windows, and faucet leaks.

13. IMPROVEMENTS AND ALTERATIONS. -- The LESSEE shall not make any
major structural changes, alteration or improvements in the LEASED PREMISES without the
knowledge and prior written approval of any and all plans by the LESSOR. In case of violation of
this provision, the LESSOR reserves the right to file suit in court should the alteration, addition, or
other improvement diminish the value of the LEASED PREMISES.

13.1. Upon termination of the Contract of Lease, any such structural changes, alterations
or improvements made or introduced by the LESSEE on the LEASED PREMISES with the
written consent of the LESSOR shall automatically inure to the benefit of the LEASED
PREMISES and become the property of the LESSOR without any obligation on the LESSOR’s
part to pay or refund its value or costs to the LESSEE.

13.2. Improvements which may be removed without damaging the LEASED

PREMISES shall remain the property of the LESSEE. The LESSEE shall take care that the
removal of these items shall not cause any damage to the LEASED PREMISES; otherwise, the
LESSOR may charge any such damage to the LESSEE.

13.3 PLANS. -- The plans for the construction and improvement of the LEASED
PREMISES shall be prepared and submitted by the LESSEE to the LESSOR. The LESSOR
shall approve such plans within a reasonable period from receipt thereof before any construction
can be made by the LESSEE at the LEASED PREMISES. In the event of any alternations on the
approved plan, the LESSEE must secure the LESSOR’s approval on the alternations.

14. REAL ESTATE TAXES - All real estate taxes due on the property shall be for
LESSOR's account.

15. INSPECTION OF PREMISES. -- Prior to the execution of this Contract of

Lease, the LEASED PREMISES were inspected by the LESSOR and the LESSEE and the same
was found to be in good tenantable condition. The LESSEE shall at all times keep the LEASED
PREMISES in good and tenantable condition and for this purpose, the LESSOR or his authorized
representative reserves the right at reasonable times with prior notice to LESSEE to enter into and
inspect the LEASED PREMISES and to make necessary repairs or maintenance thereon and to
ensure compliance with the terms and conditions of the Contract of Lease. The LESSEE likewise
agrees to cooperate with the LESSOR in keeping the LEASED PREMISES in good and
tenantable condition. Moreover, the LESSOR shall have the option to ask the LESSEE to vacate
the LEASED PREMISES in case of major repairs, but only for the duration of the repairs.
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15.1 Should the LESSOR ask the LESSEE to vacate the LEASED PREMISES, the
LESSOR will not charge any rents for the duration of the said repairs. Consequently, the LESSOR
agrees to extend the Lease Term to cover the time spent effecting the said repairs.

16. ASSIGNMENT AND SUBLEASE. -- The LESSEE shall not assign his leasehold
rights nor sublease, in whole or in part, the LEASED PREMISES without the written consent of
the LESSOR or transfer, convey, assign or encumber its right under this Contract of Lease to any
third party or parties without the previous written consent of the LESSOR. Neither shall the
LESSEE accept boarders, bed-spacers, transients, etc. who will occupy the LEASED PREMISES.

17. INSURANCE - The LESSEE hereby expresses its unwillingness to pay for the
premiums and of the expenses to insure the building against fire or other hazards and hereby gives
the LESSOR the right, at any and all times during the life of this Contract of Lease, to obtain such
insurance at the LESSOR’s own expense and at such insurable value as the insurance company may
determine, the LESSEE hereby agreeing that any loss under the insurance policy shall be payable
exclusively to the LESSOR.

18. FORCE MAJEURE. -- In case of damage to the LEASED PREMISES or its

appurtenances by fire, earthquake, floods, typhoons, riots, war or any other unforeseen cause or acts
of God, the LESSEE shall give immediate notice thereof to the LESSOR. If the LEASED
PREMISES shall be damaged by fire or other cause without the fault or negligence of the
LESSEE, its servants or visitors, the damage shall be repaired by the LESSOR as speedily as
possible, after such notice, but if the LEASED PREMISES be so nearly destroyed as to make it
untenantable, either Party may demand rescission of this Contract of Lease. As a consequence
thereof, the LESSOR shall refund all advances of unused rentals to the LESSEE without necessity
of demand.

19. DAMAGES. -- The LESSOR shall not be liable, nor be responsible for -

19.1 the presence of bugs, vermin, ants, termites, insects, if any, in the LEASED
PREMISES; or

19.2 the failure of water supply and/or electric current, cleaning or other services due to
accident, repairs, alterations or improvements, inability to secure proper adequate supply of water,
electricity, labor or supplies or for any other reason beyond the reasonable control of the LESSOR;

19.3 any article delivered or left to any of its employees, including vehicles parked in the
vicinity of the LEASED PREMISES;

19.4 any damage to LESSEE’s property due to force majeure or any other unforeseen cause
or acts of God or beyond the control of the LESSOR or, though foreseen, damage to the
LESSEE’s property that could have been prevented by the exercise of due diligence; or

19.5 any injury, loss or damage including death which the LESSEE, members of his
household, guests, or visitors, or any and all other persons may sustain in the LEASED
PREMISES due to theft, robbery, arson and other crimes or any cause whatsoever.

20. SURRENDER OF THE LEASED PREMISES.

20.1. The LESSEE agrees to return and surrender the LEASED PREMISES at the
expiration of the Lease Term of this Contract of Lease in as good condition as reasonable wear
and tear will permit and without any delay whatsoever, devoid of all occupants, furniture, articles,
garbage and effects of any kind other than alteration, addition or improvements which the LESSOR
may elect to take, in accordance with this Contract of Lease. All keys and duplicate shall also be
returned to the LESSOR. Any damage caused to the LEASED PREMISES by reason of the
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removal of any and all items placed or brought in by the LESSEE in the LEASED PREMISES
shall be for LESSEE’s account.

20.2. If the LESSEE fails to notify the LESSOR of his intention to renew this Contract
of Lease or the Parties fail to execute a contract of lease for the renewed term, and the LESSEE
continues to occupy the LEASED PREMISES beyond the expiration of the Lease Term of this
Contract of Lease, the LESSEE shall pay LESSOR the amount of the rent plus six percent (6%)
of the rentals as a penalty for failure to return the LEASED PREMISES, for every month of delay
or fraction thereof in the surrender of the LEASED PREMISES to the LESSOR, until the
LEASED PREMISES shall have been fully and completely restored to the LESSOR.

20.3. The LESSEE may terminate this Contract of Lease sooner than its stipulated
expiration date, giving three (3) months notice inferring his intention to vacate the LEASED
PREMISES, subject to the forfeiture of its security deposit in favor of the LESSOR as and by way
of liquidated damages to the latter.

20.4. If the LEASED PREMISES be not surrendered at the expiration of the Lease
Term of this Contract of Lease, the LESSEE shall be responsible to the LESSOR for all
damages which the LESSOR may suffer by reason thereof and will indemnify the LESSOR against
any and all claims made by any succeeding tenant against the LESSOR, resulting from delay by the
LESSOR in delivering possession of the LEASED PREMISES to such succeeding tenant, so far
as such delay is occasioned by the failure of the LESSEE to so surrender the LEASED
PREMISES on time. In view of such, if the LESSEE is found to be in material breach of any
provision of this Contract of Lease, the LESSOR, upon sufficient prior notice to the LESSEE,
may secure the LEASED PREMISES to the full exclusion of the LESSEE.

20.5. In no case shall the LESSEE prohibit the LESSOR from showing the LEASED
PREMISES to prospective tenants or buyers within thirty (30) days prior to the expiration of the
Lease Term.

21. BREACH OF CONTRACT OR DEFAULT. -- The LESSEE agrees that all the
covenants and agreements herein contained shall be deemed essential conditions of this Contract of
Lease and if there be any breach or default thereof committed by the LESSEE, the LESSOR shall
have the right to terminate this Contract of Lease sooner than its stipulated expiration date and
may recover possession of the LEASED PREMISES and forfeit the security deposit posted by the
LESSEE, without prejudice to other rights and remedies available to the LESSOR under existing
laws.

22. ABANDOMENT OF PREMISES – The LESSEE shall not abandon or leave

untenanted the LEASED PREMISES for a continuous period of more than three (3) days at any
time during the Lease Term without prior notice to the LESSOR; otherwise, the LESSOR shall
be entitled to the exercise of the following rights, to wit:

22.1 The LESSOR shall have the right to take immediate possession of the LEASED
PREMISES without need of judicial demand and without any restriction for the purpose of
preserving and/or protecting the LEASED PREMISES and to offer the same for lease to the
public or otherwise to dispose of the same. Furthermore, the LESSOR shall have the right to cut-
off or deny the LESSEE basic utility services and access to or use of amenities in the LEASED
PREMISES.

22.2 For this purpose, the LESSEE hereby automatically constitutes the LESSOR as its
attorney-in-fact to automatically repossess and/or to padlock the LEASED PREMISES, without
judicial proceedings.

22.3 The LESSOR shall clear the LEASED PREMISES of any furniture, fixtures and
equipment of the LESSEE or any occupants found therein and cause such furniture, fixtures and
equipment to be stored in a warehouse or storage area of the LESSOR's choice, the expenses for
Contract of Lease
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which shall be charged to the LESSEE. The LESSEE shall have thirty (30) calendar days from
receipt of the notice sent to its last known address to claim and take possession of these furniture,
fixtures and equipment, subject to prior settlement of all its liabilities with the LESSOR. The
LESSEE’s rents as stipulated herein shall continue to accrue in favor of the LESSOR until the
expiration of this Contract of Lease, or until the LEASED PREMISES have been relet,
whichever comes first.

22.4 If LESSEE fails to make a claim or to take possession of the furniture, fixtures and
equipment within the period allowed, the LESSOR is hereby constituted, named and appointed as
its attorney-in-fact to dispose of or sell these furniture, fixtures, and equipment by public or private
auction and to sign the necessary documents relative thereto, the costs of which auction and
documents shall be charged to the LESSEE, and to apply the proceeds thereof to the settlement of
the LESSEE's liabilities without prejudice to the right of the LESSOR to collect from the
LESSEE the balance thereof. The exercise by the LESSOR of his rights herein shall not constitute
the LESSOR as a depository of the properties of the LESSEE.

23. TERMINATION OF CONTRACT. -- In case of violation of the LESSEE of

any its obligations as provided herein, the LESSOR shall have the right to terminate this Contract
of Lease by furnishing the LESSEE with written notice at least two (2) weeks prior to the intended
date of termination. Such notice shall take effect on the intended date of termination unless, within
said two (2) week period, the LESSEE shall have satisfied the LESSOR that such violation has
been remedied and that all reasonable steps have been taken to prevent a recurrence thereof. Should
this Contract of Lease be terminated through no fault of the LESSEE, the LESSOR shall give to
the LESSEE proportionate due compensation for actual and liquidated losses of the LESSEE.

23.1 PRE-TERMINATION. -- In case of pre-termination by the LESSEE prior to the

end date of the lease, the Security Deposit shall be deemed automatically forfeited.

24. VENUE AND LITIGATION. -- All actions and controversies that may arise
from this Contract of Lease may be brought by either party, before the proper court(s), in the City
of Makati, Philippines, to the exclusion of all other courts, the Parties hereby expressly waiving any
other venue.

25. LESSOR’S ABSOLUTE RIGHT TO SELL AND MORTGAGE HIS

PROPERTY. –The LESSOR has the absolute and unconditional right to sell, transfer, convey,
mortgage or otherwise encumber the LEASED PREMISES to any third person or persons at any
time during the life of this Contract of Lease or any renewal or extension thereof, provided that all
the rights of the LESSEE under this Contract of Lease shall be fully protected, respected and
disclosed to any such third person or persons.

25.1. In the event of the sale, transfer, mortgage, or any other encumbrance of the
LEASED PREMISES, the LESSOR must inform in writing the said third party of the existence
of the Contract of Lease prior to or at the time of the sale, transfer, mortgage, or any other
encumbrance, and require the incorporation of this Contract of Lease in the Deed of Sale or
Conveyance. The LESSOR or his authorized representative shall have the right to enter and show
the LEASED PREMISES to prospective tenants or buyer provided that the LESSEE is informed
at least one (1) day in advance. The LESSOR shall ensure that the Purchaser or Mortgagee of the
property shall protect and respect the terms and conditions of this Contract of Lease.

26. SEPARABILITY CLAUSE. -- In case one or more of the provisions contained in

this Contract of Lease shall be declared invalid, illegal or unenforceable in any respect by the
competent authority, the validity, legality and enforceability of the remaining provisions contained in
this Contract of Lease shall not in any way be affected or impaired thereby.

27. NON-WAIVER. -- The failure of a party to insist upon a strict performance of any
of the terms, conditions, stipulations, or covenants hereof shall not be deemed a relinquishment or
waiver of any right or remedy which such party may have, nor shall it be construed a waiver of any
Contract of Lease
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subsequent breach or default of the terms, conditions and covenants hereof, which terms,
conditions, stipulations and covenants shall continue to be in full force and effect. No waiver by a
party of any of its rights under this Contract of Lease shall be deemed to have been made unless
expressed in writing and signed by such party.

28. EXPROPRIATION. -- In case of expropriation of any portion of the property

subject matter hereof by the Government or any of its instrumentalities or agencies, during the
effectivity of this Contract of Lease, each Party hereby unconditionally relieves and releases the
other Party from any and all liability in connection with this Contract of Lease.

28.1 – In case of a closure of the establishment or the building by government, local or

otherwise, order or notice, the rent due from the LESSEE to the LESSOR shall be temporarily
suspended, with the LESSEE owing the LESSOR no monthly rent until the said order or notice be
revoked, cancelled, or overturned.

29. COURT LITIGATION/PENAL PROVISION – The Parties agree that all the
covenants & agreements herein contained shall be deemed conditions as well as covenants and that
if default or breach be made of any such covenants and conditions, this Contract of Lease at the
discretion of the Party not in default or breach (“Aggrieved Party”), may be terminated and
cancelled forthwith and the party in default or breach (“Party in Default”) shall be liable for any and
all damages, actual & consequential, resulting from such breach and termination.

29.1. Should the Aggrieved Party seek judicial relief against the Party in Default for the
enforcement of any of his rights under this Contract of Lease, the Party in Default obligates itself
to pay attorney’s fees in an amount equivalent to twenty five percent (25%) of the amount
claimed in the complaint but in no case less than the equivalent of five (5) months’ rent,
exclusive of the lawyer’s acceptance fee of ONE HUNDRED THOUSAND PESOS (Php
100,000.00), in addition to the costs of suit and other expenses of litigation and damages incurred by
the Aggrieved Party subject to such ceilings or limits as the law may provide.

30. MISCELLANEOUS PROVISIONS

(a) All stipulations and covenants hereof shall extend to and be obligatory on the heirs,
personal representatives, successors and assignees (as the case may be) of the parties;

(b) This Contract of Lease contains the whole agreement of the Parties with respect to the
subject matter hereof, such that all prior and contemporaneous agreements of the Parties
inconsistent herewith are deemed superseded hereby;

(c) Reference in this Contract of Lease to a noun or pronoun in the singular number shall
include the plural, and reference in the masculine gender shall include the feminine and neutral as
may be applicable in each particular case and vice-versa;

(d) Legal notices required to be given by one Party to the other under this Contract of
Lease shall be deemed sufficient if sent or forwarded to the address of such Party as mentioned
herein, unless the Party to whom notice is to be given shall have furnished the other Party with
written notice of change of address. This rule shall also apply to any summons, orders or notices
sent by the court to either of the Parties in connection with any lawsuit or litigation arising from or
connected with this Contract of Lease;

(e) This Contract of Lease may be amended or modified only in a written instrument duly
signed by the Parties.
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IN WITNESS WHEREOF, the Parties hereto have hereunto affixed their signature on
the date and at the place first above written.

RAFAEL ROBERTO M. JOSEPH, RAMON S&W REPUBLIC, INC.

ANDRES M. JOSEPH, REX ANTONIO M.
JOSEPH, and MARIA ROSANNA M.
JOSEPH
Lessors Lessee
Represented by: Represented by:

___________________________ ____________________________
RALPH LIM JOSEPH WATARU WATANABE
Attorney-In-Fact Corporate President

SIGNED IN THE PRESENCE OF:

_____________________________ ___________________________
Contract of Lease
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REPUBLIC OF THE PHILIPPINES)

City of Makati ) S.S.

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in City of Makati, Metro Manila, Philippines, this
___ day of December 2014 personally appeared the following with their respective Passport Nos.:

NAME PASSPORT NO. DATE/ISSUED/EXP.

DATE/PLACE ISSUED

Wataru Watanabe TK0029294 9.02.2019/Chiba, Japan

Ralph Lim Joseph EC0235732 2.6.2019/DFA, Manila

known to me and to me known to be the same persons who executed the foregoing
instrument and acknowledged to me that the same are their free act and deed and that of the
Corporations they respectively represent.

This instrument refers to a Contract of Lease, consisting of ten (10) pages, including this
acknowledgment page, on which the Parties and their instrumental witnesses signed on each and
every page hereof.

WITNESS MY HAND AND SEAL, the date, year and place above-mentioned.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2016.