15 November 2019

ATTY. NORBERTO MALIT, JR.

MALIT LAW OFFICE
2nd Floor, Room Navarro Building
Real Street, Pamplona III, Las Piñas City

Subject: Notice of Termination and Demand for the payment of Damages

Dear Atty. Malit, Jr.:

This is in reference to your letter dated 12 November 2019, where you are notifying us
that the franchise agreement is already considered terminated coupled with a demand to pay
liquidated damages in the amount of Three Million Pesos (Php 3,000,000.00).

It must be emphasized at the outset that the demand for the payment of the liquidated
damages in the amount of 3 Million is utterly baseless since there was no provision stated in the
Franchise Agreement dated [insert date]. In fact, in a letter dated 27 September 2019, signed by
Mr. Roberto C. Sison, Jr., COO of KAIROS Franchise Corporation, we were informed of our
alleged violation of the agreement. In support to the said allegations, Sec. 11 (Products Offered)
and Sec. 15 (Defaults and Termination)1 are quoted from the Franchise Agreement dated [insert
date].

Thus, it is completely mind-boggling, how the liquidated damages being demanded even
if there is no provision to that effect in the Franchise Agreement dated [insert date] between the
parties. For the record, the Franchise Agreement that prevails between the parties is the
agreement executed last [insert date] and not the agreement which was allegedly entered into
last 22 July 2019.

Moreover, it is noticeable that the agreement which was allegedly entered into by the
parties last 22 July 2019 is a spurious document, hence, we categorically deny its existence.
Undoubtedly, the said agreement was belatedly prepared since based on the document, the
said agreement was entered into last 22 July 2019, but the notarization of the document was
only made in 04 October 2019 2, or at least three (3) months from the alleged date of execution
of the agreement. Furthermore, we categorically deny that we personally appeared before your
office on the said date when the spurious document was allegedly notarized, all in violation of
the 2004 Rules on Notarial Practice.

Finally, we humbly believe that if there is a penalty to be imposed regarding the alleged
violation in the Franchise agreement, the penalty should be based on equity and fairness.
Please take note that we value our business relationship to your client. Note, too, that we signify
that a SPECIAL CONFERENCE be held between the parties to AMICABLY SETTLE this
controversy without unnecessary litigation.

Thank you.

_______[insert name]_________ _____[insert name]______

1
See Annex “A” attached to the letter dated 27 September 2019 signed by Mr. Roberto C. Sison, Jr.
2
See the last page (Acknowledgment portion) of the Franchise Agreement allegedly executed last 22 July
2019.