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STANDARD FRANCHISE AGREEMENT

ROBINSONS CONVENIENCE STORES, INC., a corporation duly organized and existing under the laws of the
Republic of the Philippines, with Principal office address at 110 E. Rodriguez Jr. Ave., Bagumbayan, Quezon City
and Administrative office at 401 F. Legaspi St. Maybunga Pasig City hereby duly represented by its BU – Group
Head, JOHNSON ROBERT GO, JR., duly authorized to enter and execute this Standard Franchise Agreement,
hereinafter referred to as the “Franchisor”.

And,

______________________________, represented in this agreement by ____________________________of legal

age, Filipino, single/married, and with postal address at _________________________, duly authorized to enter and
execute this Agreement hereinafter referred to as the “Franchisee.”

This Agreement is based on the confidential relationship between the parties and its purpose is for the
success of both parties and improvement of the community. This Agreement is with respect to the Franchisee’s
establishment and operation of a combo-store (a store combining a convenience store and fast food outlet),
using the Ministop System (the “Ministop System”) under a unified image of Ministop based on the Country
Agreement dated March 15, 2000 between the Franchisor and Ministop Co., Ltd. (“MSJ”).

RECITAL
1. This Agreement is entered into on the date as indicated at the end of this document and immediately
becomes effective.

2. The Franchisee shall obtain the position of store manager, who is authorized to operate a combo-store
(the “Ministop Store”), using the Ministop System on the business commencement date as described in
Article 19 hereof (the “Business Commencement Date”). The Franchisee shall lose such position upon
termination of this Agreement due to expiration of term, cancellation, unilateral termination or any other
cause; provided, that the entire relationship between the parties shall discontinue upon completion of
steps, restoration to the original state, fixing and settlement of payables and receivables, except the
Franchisee’s confidentiality obligations, which survive the termination of this Agreement.

3. In entering into this Agreement, the Franchisor and the Franchisee acknowledge the following:

i. The Franchisor and Franchisee conducted a feasibility study concerning the environment,
customers’ trends, competition and other items in order to estimate the possibility of operation
of the Ministop Store at the location as described in Exhibit (1);

ii. The Franchisee received the following materials

To help the Franchisee’s decision on becoming a member and received the Franchisor’s
explanation on the content:

- Introduction to join the Ministop chain; and

- Outline of Agreement.

iii. The Franchisee may not obtain the expected results as projected in the feasibility study unless
the Franchisee devotes itself to the management of the store, fully utilizing the Ministop System
in accordance with the Franchisor’s instructions on operation and advice; the immediately
preceding notwithstanding and the execution of this Agreement nor the feasibility study as
mentioned in paragraph (1) hereof does not mean that the Franchisor guarantees securing the
profits.

4. The Franchisee acknowledges that the Franchisor obtained a license from MSJ to operate by itself and
to have the Franchisee operate the Ministop Store throughout this Agreement and agrees that this
Agreement shall be automatically terminated due to the termination of Country Agreement between
MSJ and the Franchisor irrespective of its cause.

CHAPTER I
(GENERAL PROVISIONS)

Article 1 (Purpose of Becoming a Member)

The Franchisee shall be authorized to operate the Ministop Store based on the Ministop System at the
location as set forth in Exhibit (1) (the “Store”) by obtaining the Franchisor’s recognition of the
Franchisee’s qualifying to be a member. The Franchisee may receive the continuing management and
technical advice and assistance and other service, and shall, in consideration thereof, pay to the
Franchisor the Standard Royalty Fee as set forth in Article 37 hereof.

The Ministop System means all the business know-how and other secret commercial and business
information concerning establishment and operation of a combo-store, as owned by the Franchisor.

Article 2 (Independent Contractor)

A. The Franchisee and the Franchisor hereby acknowledge that each party is an independent contractor,
that the Franchisee is not an agent or employee of the Franchisor and that the Franchisee has no
authority to do any commercial or other acts or actions on behalf of the Franchisor.

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B. The Franchisee hereby acknowledges that it shall operate the Ministop Store at its own responsibility as an
independent contractor and that the Franchisee shall have any and all the rights and obligations as the
owner of the business, including those of training of the Store’s employees.

Article 3 (Qualifications to be a Member)

A. The Franchisee shall meet the following requirements to obtain Franchisor’s recognition of the
Franchisee’s eligibility for membership:

i. An agreement on standard franchise for operation of the Store has been entered into with the
Franchisor;

ii. The Franchisee has completed the entire training as set forth in Article 8 hereof and obtained
admission as a qualified member from the Franchisor;

iii. The Store has been previously and particularly identified prior to negotiation with the Franchisor;
and

iv. The Franchisee has paid the joining fee as set forth in Article 7 hereof.

CHAPTER II
(LICENSE)

Article 4 (License to Operate the Ministop Store)

A. The Franchisor hereby grants to the Franchisee a license to operate the Ministop Store at the Store using
the facilities, furniture and equipment for selling activities which are leased by the Franchisor and the
Ministop System, under the terms and conditions of this Agreement.

B. The Franchisor shall grant to the Franchisee the following rights for operation of the Ministop Store, which
rights shall accrue as of the Business Commencement Date.

i. Right to lease and use the manuals, materials and forms consisting of the Ministop System;

ii. Right to be provided and use the business know-how and various management information
with respect to the Ministop Store;

iii. Right to lease, and use of the facilities, furniture and equipment as set forth in Article 12,
paragraph B; and

iv. Right to use the Ministop’s trademarks, service marks, designs and works and signs, marks,
design, labels, signage related thereto and other business symbols representing the Ministop
Store.

C. The Franchisee has acknowledged the following when it is granted the license and rights described in
paragraphs A and B of this Article:

i. The Ministop System is an exclusive business model owned by MSJ and is protected under
existing and applicable local and international laws; and, therefore, the Franchisee shall owe
confidentiality obligations concerning the Ministop System as set forth in Article 51 hereof not
only during the term of this Agreement but also after its termination;

ii. “MINISTOP” is a trademark and service mark owned by MSJ; and

iii. MSJ holds the copyright or design rights over the interior and exterior, layout drawings, signage,
merchandise displaying charts and color coordination of the Ministop Store and the manuals,
forms, designs and the like.

Article 5 (Scope of License)

A. The Franchisee hereby acknowledges and agrees that the license and rights set forth in the preceding
Article are granted only for the purpose of operating the Ministop Store at the Store, which operation is
approved by the Franchisor, from the Business Commencement Date through the termination of this
Agreement.

B. In exercising the license and rights set forth in the preceding Article, the Franchisee shall not:

i. Conduct any act or pursue any action to change or damage the Ministop Image; “Ministop
Image” means the unique image of the combo-stores using the Ministop System, which is made
by the lineup of the merchandise, quality and freshness of the merchandise, uniforms,
reception manners, interior and exterior, layout drawings, signage, merchandise display and
color coordination of the Ministop Stores and business symbols, including the trade name,
trademarks and service marks of Ministop, and which is or to be generally known or
acknowledged as the impression common among the Ministop Stores;

ii. Do any business act or action in breach of the Ministop System or anything injurious to the
Ministop System;

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iii. Operate, engage or participate in any other business other than the Ministop System at the
Store or any other location whatsoever;

iv. Participate in the business carried by another company in the same industry; be employed by
such company; enter into any consulting agreement, employment agreement or any other
continuing or temporary agreement with such company regardless of the type, with or without
consideration; or conduct any other transaction or activity in competition or unfair competition
with the Franchisor; and

v. Use “MINISTOP” or any name similar thereto as all or a part of the Franchisee’s name, trade
name or company name or use any trade name of MSJ’s affiliates.

C. When the Franchisor deems that the Franchisee improperly uses the Franchisor’s Ministop System, the
Franchisor may demand the Franchisee to immediately correct the same. For the purpose of this
paragraph, the Ministop System includes any item described in the Owner’s manual, operation manual
and other manuals.

In this case, the Franchisee shall take the instant and necessary measures in response to the Franchisor’s
demand.

Article 6 (Territory of License)

A. The Franchisee hereby agrees that in the Franchisee’s joining of the Ministop System stores, the Franchisor
does not grant to the Franchisee any exclusive or monopolistic right or admit a business area unique to
the Franchisee in the territory where the Store is located.

B. The Franchisor may, under the provision of the preceding paragraph, at any time and at any location,
establish a new Ministop Store whenever the Franchisor deems it necessary.

Article 7 (Joining fee)

A. The Franchisee shall pay to the Franchisor SEVEN HUNDRED TWENTY EIGHT THOUSAND (Php 728,000.00)
PESOS inclusive of VAT as the joining fee within three [3] days after the execution hereof.

B. The payment shall be made by remittance to the bank account designated by the Franchisor at the
Franchisee’s cost.

C. The Joining fee set forth in the preceding paragraph shall not be refunded to the Franchisee other than
that provided for under Article 10, paragraph D.

CHAPTER III
(TRAINING AND PREPARATION FOR BUSINESS COMMENCEMENT)

Article 8 (Training)

A. The Franchisor shall prepare an education and training system in order for the Franchisee to smoothly
operate the Ministop Store (the “Training”). The Franchisor shall separately determine the content and
schedule for the Training.

B. The number of individuals who participate in the Training shall, in principle, be three [3], one of which
shall be the Franchisee. The other individual shall be designated by the Franchisee with the Franchisor’s
approval.

C. In conducting the Training, the Franchisor shall provide the Franchisee with a prior written notice of the
schedule, place and content of the Training.

Article 9 (Cost of Training)

If the number of individuals participating in the Training is four (4) or more, the Franchisee shall pay to the
Franchisor FIVE THOUSAND (Php 5,000.00) PESOS per person as the training cost. The payment shall be
made upon the Franchisor’s demand by remittance to the bank account designated by the Franchisor
at the Franchisee’s cost.

Article 10 (Admission of Completion)

A. When the Franchisee completes the entire training as set forth in Article 8, paragraph A hereof and the
Franchisor admits the Franchisee’s qualification as a manager of the Ministop Store, the Franchisor shall
give the Franchisee a certificate of completion. Thereupon, the Franchisee shall meet the requirement
as set forth in Article 3, paragraph A, subparagraph ii.

B. If the Franchisor finds that the Franchisee does not qualify as a manager of the Ministop Store due to
poor results or otherwise, the Franchisor may provide the Franchisee a written notice of non-qualification.

C. When the Franchisee is deemed not qualified under the preceding paragraph, this Agreement shall
immediately terminate as of such point in time.

D. In case of termination of this Agreement under the preceding paragraph, the Franchisor shall refund to
the Franchisee the Joining fee less ONE HUNDRED FIFTY THOUSAND (Php 150,000.00) PESOS.

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E. Likewise, in case of termination under paragraph 3 of this Article, the Franchisee shall carry out the steps
after termination as set forth in Chapter X hereof.

Article 11 (Non-completion of Training Due to Franchisee’s Fault)

A. When the Franchisee fails to commence the Training designated by the Franchisor or fails to complete
the entire Training (the “Failure of Training”) due to the Franchisee’s fault, the Joining fee shall not be
refunded at all, regardless of the reason or how much the Franchisee participated in the Training.

B. In case of the preceding paragraph, the Franchisee shall be deemed to have exercised the right to
terminate before the business commencement under Article 15 hereof, and shall pay the termination
compensation depending on the existence or time of termination notice as described below: when the
Franchisee dispatches a written termination notice so that it reaches the Franchisor fourteen [14] days or
more prior to the Business Commencement Date, the Franchisee shall pay to the Franchisor ONE
HUNDRED FIFTY THOUSAND (Php 150,000.00) PESOS as termination compensation; and when the
Franchisee fails to dispatch the termination notice so that it reaches the Franchisor by the above
deadline, or fails to file any notice at all, then, the Franchisee shall pay to the Franchisor FIVE HUNDRED
THOUSAND (Php 500,000.00) PESOS as termination compensation.

Article 12 (Franchisor’s Preparation for Business Commencement)

A. The Franchisor shall install the necessary facilities, furniture and equipment in order to prepare for the
business commencement of the Store prior to the Business Commencement Date. Relative hereto, and
until such time that the Store is finally turned over to the Franchisee, all pre-operating expenses shall be
for the account of the Franchisee, such as but not limited to:

i. rent and administrative and CUSA charges;

ii. utilities, except electricity which only half of the cost shall be shouldered by the Franchisee;

iii. security services;

iv. and all other costs actually incurred by the Franchisor relative to the Store.

B. The facilities, furniture and equipment to be leased to the Franchisee by the Franchisor shall be
described in the written confirmation of assets, and the terms and conditions concerning said facilities,
furniture and equipment shall be separately set forth by the Franchisor.

C. Subject to the provisions as contained in Article 17 hereof, the Franchisor shall prepare the necessary
merchandise, raw materials for fast food, and supplies and make all other necessary preparations for the
business commencement so that the Franchisee may, as far as practicable, commence the business
immediately on the Business Commencement Date, and shall deliver the same to the Franchisee.

Article 13 (Interior and Exterior Works by Franchisee)

The Franchisee shall, at its cost, construct the interior and exterior of the Store building pursuant to the
specifications set forth under the Ministop system. The aforesaid cost for construction of the Store Building
shall not at anytime be subject to reimbursement to the Franchisee, but any and all improvements made
by the Franchisee which cannot be removed without destroying the Store shall, upon introduction
thereof, belong to and become the property of the FRANCHISOR.

Article 14 (Inspections of Delivered Items)

Upon the delivery of the store, facilities, furniture and equipment, merchandise inventories, raw materials
for fast food, and supplies at the business commencement by the Franchisor to the Franchisee, the
Franchisee shall immediately inspect the same and verify that there is no defect or shortage in quantities.

Article 15 (Termination before Business Commencement)

A. When the Franchisee intends to terminate this Agreement before the Business Commencement Date,
the Franchisee shall provide a written notice thereof which should reach the Franchisor no less than
fourteen [14] days prior to the Business Commencement Date. In this case, the Franchisee shall pay to
the Franchisor ONE HUNDRED FIFTY THOUSAND (Php150,000.00) PESOS as termination compensation.

B. When the Franchisee fails to dispatch the termination notice to have it reach the Franchisor by the
deadline set forth in the preceding paragraph, or fails to give any notice at all, then, the Franchisee shall
pay to the Franchisor FIVE HUNDRED THOUSAND (Php500,000.00) PESOS as termination compensation.

Article 16 (Measures upon Termination before Business Commencement)

When this Agreement automatically terminates under Article 10, paragraph C hereof or terminates
under Article 11 or 15, the Franchisee shall immediately take the measures set forth in Chapter X hereof,
including return of all the manuals and other materials supplied by the Franchisor.

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CHAPTER IV
(INVESTMENT AND CASH SETTLEMENT ACCOUNT)

Article 17 (Franchisee’s Investment for Business Commencement)

A. The Franchisee agrees to invest the following amounts for the business commencement at the Store:

i. Amount equivalent to the cost for the merchandise inventories, raw materials for fast food and
supplies as of the business commencement;

ii. Amount for furniture and equipment, and supplies as designated by the Franchisor;

iii. Cash for change for the cash registers and expenses for necessary business licenses, permits,
clearances and approvals.

Article 18 (Ministop Account)

A. With respect to all the receivables and payables of the Store arising between the parties under this
Agreement, the Franchisor shall open the Ministop Account and settle such receivables and payables in
such account.

B. With respect to the Franchisee’s debts entered in the Ministop Account, the Franchisee shall pay to the
Franchisor the interest for the amount as set forth in Exhibit (2) hereof, because such amount is
continuously loaned to the Franchisee from the Franchisor.

C. The methods of calculation and settlement shall be as set forth in Exhibit (2) hereof; provided, however,
that any amount to be settled through the Ministop Account may be separately and independently
settled at the Franchisor’s discretion.

D. All receivables and payables arising between the parties after the termination of this Agreement may be
settled through the Ministop Account.

E. The Franchisee hereby agrees that when this Agreement terminates due to expiration of term,
cancellation, unilateral termination or any other cause, the Franchisee’s debts entered in the Ministop
Account shall immediately become due and payable without any further demand.

CHAPTER V
(BUSINESS ACTIVITIES)

Article 19 (Business Commencement Date)

A. The Business Commencement Date of the Store shall be determined by the Franchisor based on the
estimated time of completion of preparation for the business commencement, which shall in turn be
relayed to the Franchisee in writing and in advance.

B. Such time of completion for business commencement shall in no case be more than fourteen (14)
working days from completion of training. Any delay in completion due to the fault of the Franchisee
shall authorize the Franchisor to impose upon the Franchisee the penalty of Five Thousand Pesos (Php,
5,000.00) per day of delay.

Article 20 (Business Hours)

A. The Store shall be open throughout the year.

B. The business hours of the Store shall be twenty-four [24] hours per day.

Article 21 (Proper Buying of Stocks, and Maintenance and Control thereof by Franchisee)

A. After the business commencement, the Franchisee shall continue to order the merchandise of types,
quantities and qualities matching the Ministop Image. The Franchisee shall maintain the proper stocks of
a lineup without any lack or shortage in quantity or deterioration in quality or freshness.

B. The Franchisee hereby acknowledges that in inevitable cases, the Franchisor will order the merchandise
or other items and prepare a lineup of merchandise in the Franchisee’s place in order to execute the
purpose as described in the preceding paragraph.

C. The Franchisee shall entrust the payment of all purchases under each of the preceding paragraphs to
the Franchisor. The receivables and payables related thereto shall be entered into the Ministop Account
as set forth in Article 18 hereof.

D. The Franchisee hereby acknowledges that any breach of paragraph A of this Article may result in the
decrease in the credibility of all the Ministop Stores as well as the Franchisee itself, and constitutes a
serious breach injuring the Ministop Image.

E. In cases of extra ordinary inventory losses as described hereunder, the Franchisee hereby waives any
objection against such treatment, and the same shall not be deemed as an operational cost and is
treated as if the lost merchandise has been sold by the Franchisee.

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i. “Extra ordinary inventory losses”, which may not be commercially deemed as the ordinary inventory
losses, mean the amount of inventory losses exceeding one percent(1%) of the total sales after a site
inventory date through the next site inventory date”. Any amount in excess of the extra ordinary loss
shall be treated as “sales” and shall be computed as part of gross sales.

F. The Franchisee shall make best efforts to keep and maintain the quality of the merchandise and raw
materials for fast food purchased, and the sanitary conditions of the Ministop Store.

G. The Franchisee shall conduct a sanitary condition investigation once a year as separately set forth by the
Franchisor. The expenses for the investigation shall be borne by the Franchisee and entered into the
Ministop Account.

H. The Franchisee shall aggressively try to purchase and sell new merchandise items.

Article 22 (Determination of Purchase and Sale by Franchisee)

A. In order to maintain and improve the image of the entire Ministop Stores, the Franchisee shall purchase
the merchandise, raw materials for fast food and supplies from the Franchisor or the suppliers designated
by the Franchisor and shall sell the merchandise and fast food at the prices recommended by the
Franchisor.

B. With respect to fast foods, it is necessary to secure the quality and lineup unified under the Ministop
System. Therefore, the suppliers of the materials shall be designated by the Franchisor and the
Franchisee shall not sell any item other than those on the menu determined by the Franchisor. The
Franchisee shall cook and process the foods complying with the Franchisor’s instructions. Further, the
Franchisee shall sell the fast foods at the prices as designated by the Franchisor.

Article 23 (Remittance of Sales Proceeds)

A. The Franchisee shall, judiciously and without delay, remit, to the Franchisor, the sales proceeds earned
on each day (the time of cut-off as determined by the Franchisor) on or before 3:00 p.m. of that day to
the bank account designated by the Franchisor at the Franchisee’s expense in case of Saturday,
Sunday, holiday, on or before 3:00 p.m. of the following business day). Notwithstanding the above,
expenses and advances allowed to be spent in the Owner’s Manual are not included in the sales
proceeds to be remitted on each day as far as such expenses and advances are spent for the purposes
and within the restrictions stated in the Owner’s Manual, and the payment and/or deposit slips are
prepared and the cash is kept as provided for in the Owner’s Manual.

B. The Franchisee acknowledges that the covenant concerning remittance in the preceding paragraph is
a fundamental basis of the Ministop System. Therefore, when the Franchisee fails to make the
remittance or falls short thereof, the Franchisee shall pay, by way of liquidated delay damages, TEN
THOUSAND (Php 10,000.00) PESOS per day to the Franchisor immediately deductible through the Ministop
Account.

In addition to the above, when the Franchisee fails to make the remittance for three [3] consecutive
days or more, the Franchisor may temporarily suspend the Ministop System concerning the Franchisee,
including the merchandise order system, the POS system and other computer systems.

C. The provision of the preceding paragraph does not preclude the Franchisor’s right to terminate this
Agreement under Article 42 hereof.

Article 24 (Franchisor’s Sales Promotion Activities and Cooperation in Purchasing)

A. The Franchisor shall, for the benefit of the Franchisee, make the following sales promotion activities and
cooperation in purchasing:

i. The suppliers and merchandise to be supplied;

ii. Advice on the most effective lineup of merchandise in light of the consumption trends, local
market and the like and the disclosure of the prices for retail sale;

iii. Supply of technology and information for the sales promotion of the Ministop Store using the
Ministop System;

iv. Dispatching the Franchisor’s staff in charge of the Store for continuous guidance, advice and
cooperation concerning the operation of the Ministop Store; and

v. Supply of the store operation system for rationalization and simplification of business affairs,
including the POS system.

Article 25 (Advertisement)

A. The Franchisor shall, from time to time and at its expense, carry advertisements necessary for improving
the image and awareness of the entire Ministop Stores as well as for promotion of sales.

The Franchisee hereby agrees that it is obliged to participate in such advertisements.

B. The Franchisee may, at its expense, carry advertisements necessary for the Store’s business with the

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Franchisor’s prior approval.

C. In case of the preceding paragraph, the Franchisee shall comply with the following:

i. The Franchisee shall use the logo of “MINISTOP” with the design and/or typeface precisely as
set forth by the Franchisor;

ii. The advertisement shall not damage the Ministop Image; and

iii. The advertisement shall be carried for the purpose of the Ministop Store business only.

D. When the Franchisor deems that the Franchisee’s advertisement is inappropriate, the Franchisor may
demand the Franchisee to correct such advertisement. In this case, the Franchisee shall immediately
take necessary measures in response to the Franchisor’s demand

Article 26 (Appropriate Store Operation by the Franchisee)

A. In operating the Ministop Store, the Franchisee shall comply with the following:

i. The Franchisee shall use the Ministop System as disclosed by the Franchisor in the method as
instructed by the Franchisor;

ii. The person who has completed the training as set forth in Article 8 hereof shall devote
himself/herself in the operation of the Store;

iii. The Franchisee shall keep the selling space, seats, rest rooms, parking area and other facilities in
the best conditions for the customers’ benefit;

iv. When the Franchisor determines that a type, style, quality (including freshness or looks) or
quantity of certain merchandise or the lineup of merchandise does not match the Ministop
Image, the Franchisee shall discontinue to display or sell such merchandise;

v. Facilities, furniture and equipment in and outside of the Store and the merchandise shall always
be kept in a clean, neat and good-repair condition without failure of cleaning or repair;

vi. The Franchisee shall, as well as the Franchisee’s employees, receive customers in accordance
with the manners as instructed by the Franchisor, including wearing Ministop uniforms, name
plates and clean caps;

vii. The merchandise stock and supplies shall be stored in the Store;

viii. The Franchisee shall maintain adequate and sufficient merchandise inventory in order to ensure
availability and display of products.

ix. The Franchisee shall maximize its disposal budget per month to ensure availability and freshness
of products.

x. The Franchisee must pass and achieve a store assessment rating conducted randomly at
anytime of the day, at any day of the month by any the Franchisor representative.

xi. The Franchisee shall appropriately maintain the safety in the Store and, especially, shall strictly
manage the employees and cash; and

xii. The Franchisee shall comply with the Franchisor’s instructions and advice on the Store
operations and shall perform his obligations under this Agreement in good faith.

B. When the Franchisee fails to comply with any of the above items, the Franchisor may dispatch its staff-in-
charge to the Store and, depending on the cases, remove the merchandise and materials. The cost for
such dispatch and removal shall be borne by the Franchisee and incorporated in the Ministop Account.

Article 27 (Value Added Tax)

A. All payments to be made by Robinsons Convenience Stores, Inc. that are related to the purchase of the
Franchisee shall include the VAT on such purchases.

B. The Franchisor shall maintain an account in its books where all the input and output taxes arising from
purchases and sales of the Franchisee shall be recorded and monitored separately.

C. Should the Franchisee’s output taxes exceed input taxes, the Franchisor shall remit the amount to the
former’s account.

D. The Franchisee shall be responsible for monitoring on its own all its VAT related transactions outside of the
Standard Franchise agreement.

CHAPTER VI
(PRESERVATION OF STORE AND FACILITIES
AND RELATED EXPENSES)

Article 28 (Preservation of Store, etc…)

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A. The Franchisee shall make best efforts to maintain and manage the facilities, furniture and equipment for
lease as referred to in Article 12, paragraphs 1 and 2 hereof, as well as the building of the Store to which
such facilities, furniture and equipment are installed or stored.

B. When the Franchisor deems that the Franchisee fails to perform the obligation under the preceding
paragraph, the Franchisor may demand the Franchisee to take the measures necessary for
maintenance and management. In this case, the Franchisee shall immediately take the necessary
measures in response to the Franchisor’s demand. If the Franchisee fails to follow the Franchisor’s
demand, the Franchisor may take the measures necessary for maintenance and management in behalf
of the Franchisee. The expenses for such measures shall be borne by the Franchisee and shall be
entered in the Ministop Account.

C. All repairs and maintenance expenses of the store including the Store’s major equipment, shall be for the
account of the Franchisee. Only accredited contractors and suppliers by the Franchisor will perform
such maintenance and repairs.

D. Without the Franchisor’s prior written approval, the Franchisee may not remove or remodel any of the
facilities, furniture and equipment as referred to in paragraph 1 of this Article or install any new facilities,
furniture and equipment.

E. When the Franchisee does any of the actions described in the preceding paragraph without the
Franchisor’s approval, the Franchisor may by itself make removal or restoration concerning such action.
The expenses for such removal or restoration shall be borne by the Franchisee and shall be entered in
the Ministop Account.

F. The Franchisee hereby agrees and approves that the Franchisor may enter into separate agreements
with any party designated by the Franchisor under which the Franchisor consigns to such party
maintenance and repair of the Store at the Franchisee’s expense. The Franchisee shall be subject to any
and all the agreements which shall be entered into between the Franchisor and any other parties and
which shall be related to the Store.

Article 29 (Expenses for Maintenance and Management of Store)

A. The Franchisee shall bear the expenses for maintenance and management as set forth in Articles 28 and
29 hereof and the charges for water, gas and telephone as well as the operation cost within the scope
set forth by the Franchisor including but not limited to charges for Rent, Security Deposit for the Lease,
Common Usage Serviceable Area (CUSA) and/or Association Dues. Fifty percent (50%) of the electricity
bill, shall be shouldered by the Franchisor. The Security Deposit shall be returned to the FRANCHISEE
within sixty (60) days after completing the lease period of ten (10) years and no renewal of this
Agreement is made, provided that the FRANCHISEE has settled all its unpaid obligations. It shall not be
applied to any other accountability and no interest shall be claimed thereon. However, the Security
Deposit shall not be refunded to the Franchisee if the following circumstances for termination occur:

i. If this Agreement is automatically terminated under Article 39, paragraph 1, except under
paragraph 1, sub-paragraph (1) where the Franchisor is dissolved;

ii. If the Franchisee proposes in writing to discontinue the operation of the Store to the other party
and the other party approves of such proposal under Article 40, paragraph 1;

iii. If the Franchisor terminates this Agreement under Article 42; and

iv. If the Franchisee violates any other provision in this Agreement.

B. Other than those which are designated by the Franchisor to the Franchisee, the latter hereby entrusts to
the Franchisor payment of the expenses referred to in the preceding paragraph. The payables and
receivables relating thereto shall be entered in the Ministop Account.

C. Notwithstanding the two (2) immediately preceding paragraphs, the Franchisee shall apply and pay for
all permits, taxes, licenses and clearances relative to the operation of the store, and furnish the
Franchisor copies thereof.

D. The maximum amount of salary that may be withdrawn by the Franchisee against sales shall be
determined by the Franchisor. Any excess withdrawal from the amount of salaries predetermined by the
Franchisor shall be treated as shortage and be charged against the Franchisee. The Franchisee shall also
pay, by way of liquidated damages, TEN THOUSAND (Php10,000.00) PESOS to the Franchisor,
immediately deductible through the Ministop.

Article 30 (Insurance)

A. The Franchisee shall, at its cost, purchase the following insurance policies concerning the Store from any
insurance company duly accredited by the Franchisor:

i. Fire insurance covering the Franchisee’s merchandise in stock, raw materials for fast foods and
supplies, building (interior / exterior works of the store), and equipment usual to the business;

ii. Insurance against General Public Liability;

iii. Insurance against Money Securities and Payroll Robbery.

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B. The beneficiaries of the insurance policies set forth in the preceding paragraph shall be both the
Franchisor and the Franchisee.

C. The Franchisee hereby agrees that it transfers to the Franchisor the beneficiary rights to receive the
insurance benefits concerning the insurance referred to in paragraph 1 of this Article, in order to secure
all the Franchisee’s debts payable to the Franchisor entered in the Ministop Account. The Franchisee
hereby approves that upon occurrence of an insured event, the insurance benefit shall be paid directly
to the Franchisor pursuant to the provision of this paragraph.

D. All the losses incurred in relation to the Store, other than those indemnified by the insurance referred to in
the preceding paragraphs, shall be borne by the Franchisee.

E. The minimum coverage of insurances shall be determined by the Franchisor. Thereafter, the Franchisee
shall turn-over the original copies of such insurance to the Franchisor who shall be the custodian of the
same. The Franchisee obligates himself that all insurance policies shall be secured from the Franchisor’s
accredited insurance companies. All costs, facilitation, claims, renewal, and payment shall be borne by
the Franchisee.

CHAPTER VII
(ACCOUNTING AND BOOKKEEPING SERVICES, INVENTORIES)

Article 31 (The Franchisor’s Preparation of Slips and The Franchisee’s Filing of Tax Returns)

A. The Franchisor shall, at its cost, prepare operation materials, accounting data, balance sheet and profits
and loss statement concerning the Store based on the Ministop System for the term of this Agreement,
and provide the same to the Franchisee.

B. The Franchisee, as the independent contractor, shall file its tax return by itself.

Article 32 (The Franchisor’s Preparation of Merchandise Reports)

The Franchisor shall, for the purpose of the Franchisee’s appropriate inventory control, receive from the
Franchisee reports on the operation of the Store as provided for in Article 33, paragraph A hereof and
shall enter the moving-in and –out and change of the merchandise in stock and verify the merchandise
report. The Franchisor shall provide the Franchisee a merchandise report form.

Article 33 (The Franchisee’s Provision of Materials)

A. The Franchisee shall provide the Franchisor with a report on the operation of the store by way of
dispatching to the Franchisor the daily report prepared in the form designated by the Franchisor with the
relating slips, as also designated by the Franchisor, attached thereto simultaneously with the remittance
as set forth in Article 23 hereof.

B. When the Franchisee fails to make a report (including attaching the slips) to the Franchisor as set forth in
the preceding paragraph, the Franchisee shall pay, by way of liquidated damages, the delay penalty of
Php 1,000 per document per day per item through the Ministop Account.

C. The preceding paragraph does not preclude the Franchisor’s termination of this Agreement under Article
42 hereof.

Article 34 (Inventory Count)

A. The Franchisor shall, at its cost, conduct an inventory on site concerning the merchandise, cash,
coupons and the like of the Store every quarter, on the day and at the time as designated by the
Franchisor in advance, and the Franchisee shall be personally present at the inventory. The inventory on
site concerning the raw materials for fast foods and supplies shall be conducted by the Franchisee in the
method as separately set forth by the Franchisor.

B. The Franchisor may have the inventory on site, as described in the preceding paragraph, conducted by
a third party designated by the Franchisor.

C. Other than that provided for under paragraph 1 of this Article, the Franchisor, upon request from the
Franchisee, shall conduct an inventory on site at the Franchisee’s cost.

D. Any matter verified as a result of the inventory on site shall be deemed final unless the Franchisee, within
the same day of such inventory on site, provides the Franchisor with a written statement that such
inventory on site was incorrect. If there is any discrepancy between the amount of merchandise in stock
on the books and that verified by the inventory on site, the latter shall control.

E. The Franchisee shall always keep records of the merchandise, raw materials for fast food and supplies in
stock at the Store. The Franchisor may, upon request and at any time, read such record.

Article 35 (The Franchisor’s Right of Entry)

A. Whenever the Franchisor deems it necessary, the Franchisor may enter the Store and conduct an
inventory on site without giving prior notice.

B. When the Franchisor deems it necessary to know and

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Investigate how the Franchisee operates the business or how the facilities and furniture in and outside of
the Store are preserved, the Franchisor has the right enter the Store without prior notice.

Article 36 (Cash Remittance to Franchisee)

A. The Franchisor shall pay to the Franchisee, as the Cash Remittance to Franchisee, the amount
calculated pursuant to Exhibit (3) hereof, provided that this shall not apply to a case where the
Franchisee is in breach of Article 23 and Article 33, paragraph A, hereof. [Exhibit (3) also describes the
method of payment]

B. The Franchisee shall at all times make efforts to increase the Franchisee’s equity in the balance sheet
prepared by the Franchisor. When the equity is below Php 150,000 (One hundred fifty thousand), the
Franchisee shall be liable to promptly fill the shortage. If the Franchisee’s equity is Php 150,000 or less for
any reason whatsoever, the Franchisor shall not make the cash remittance to the Franchisee as
described in the preceding paragraph.

C. The Franchisee shall receive the Cash Remittance from the Franchisor before the end of the following
month.

CHAPTER VIII
(PAYMENT OF ROYALTY FEE)

Article 37 (Royalty Fee)

A. In consideration of the license to operate the Store and the rights and services authorized and/or given
under this Agreement, the Franchisee shall pay a royalty fee to the Franchisor.

B. The Franchisee shall pay to the Franchisor as royalty fee the amount equivalent to the percentage set
forth in Exhibit (4) hereof.

C. The formula for calculating gross sales profits, on which the royalty fee shall be calculated, and the
method of payment of royalty fee shall be as described in Exhibit (4).

D. The royalty fee as set forth in the preceding paragraph shall not be refunded to the Franchisee for any
reason whatsoever.

E. It is hereby understood that subject to prior notice to the Franchisee, the amount of royalty fee set forth
herein may be changed by the Franchisor from time to time.

CHAPTER IX
(TERM AND TERMINATION OF AGREEMENT)

Article 38 (Term)

A. This Agreement expires on the last day of the month to which the 10th anniversary of the Business
Commencement Date belongs; provided that this shall not preclude the execution of a renewal
agreement with a full 10-year term after the expiration of this Agreement.

B. If the Franchisee or the Franchisor desires to terminate this Agreement upon the expiration of term, the
terminating party shall express its intention thereof to the other party at least six [6] months prior to the
date of expiration as described in the preceding paragraph.

Article 39 (Automatic Termination of this Agreement)

A. In case of occurrence of any of the following, this Agreement shall immediately terminate without notice
from the other party:

i. Dissolution of the Franchisee or the Franchisor (excluding the case where, in the merger of
companies, the other party deems that the surviving company after the merger may perform
the obligations under this Agreement);

ii. Death or civil interdiction of the Franchisee;

iii. Declaration of incompetence or quasi-incompetence of the Franchisee;

iv. Loss of the Store or, if the Store is leased from a third party, the lease between Franchisor and
such third party terminates regardless of the grounds therefore; or

v. Discontinuance of business by operation of any law or ordinance or administrative measure.

B. In case of the Franchisee’s death or civil interdiction, the Franchisee’s heirs shall not be permitted to
succeed to the Franchisee’s position under this Agreement or acquire any or all rights granted to the
Franchisee under this Agreement; nevertheless, the Franchisee’s heirs may succeed to the Franchisee’s
position hereunder with the written consent of the Franchisor but only for the remaining term of this
Agreement; provided further that they complete the Training as set forth in Article 8 and qualifies
therefore upon admission by the Franchisor. When an heir of the Franchisee receives the Training as set
forth in Article 8 hereof, such heir shall pay for the cost for the Training as described in Article 9, which

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shall not be refunded even if the Franchisor deems that such heir is not qualified. The same shall apply to
the case where the Training is not completed due to the fault of such heir.

C. When the Country Agreement between the Franchisor and MSJ terminates due to the expiration of term
or for any other valid reason, this Agreement shall terminate at the same time; provided that, in such
case, upon MSJ’s proposal and the Franchisor’s consent, the Franchisor shall transfer the position as the
Franchisor under this Agreement to MSJ or MSJ’s designee and give notice thereof to the Franchisee.

D. The Franchisee acknowledges and agrees that MSJ has sole and discretionary right to propose to
assume the position of the Franchisor under this Agreement and that all the payables and receivables
arising before such assumption shall be settled by the Franchisee and the Franchisor. Nothing in the
preceding paragraphs oblige MSJ to assume, or have a third party assume, this Agreement with
Franchisee from the Franchisor or to enter into a new Agreement with the Franchisee.

Article 40 (Cancellation during the Term)

A. If the Franchisee or the Franchisor proposes in writing to discontinue the operation of the Store (other
than the causes specified in Article 41 or Article 42) to the other party and the other party approves of
such proposal, this Agreement shall be deemed cancelled as of the day when six [6] months passes from
the date of such approval.

The party exercising the cancellation right under this paragraph shall pay the cancellation money as
hereinafter provided. In case of cancellation hereunder, the Franchisee shall operate the Store in good
faith until the date of termination of this Agreement. The six [6] months period as set forth in this
paragraph may be shortened at the Franchisor’s discretion.

B. When this Agreement is cancelled upon the Franchisee’s proposal pursuant to the preceding
paragraph, the Franchisee shall pay to the Franchisor the cancellation money as described below:

An amount equal to TWO POINT FIVE (2.5) months average monthly gross sales profits of the Store during
the twelve [12] month-period immediately preceding the termination, excluding the last month (or, if the
operational period is less than TWELVE (12) months, the operational period excluding the initial and last
months of operation)or FIVE HUNDRED THOUSAND (Php500,000.00) PESOS, whichever is higher.

C. In case of paragraph A of this Article, if the operational period is less than three [3] months (including the
case where there is no operational day), the amount of the cancellation money shall be FIVE HUNDRED
THOUSAND (Php500,000.00) PESOS, notwithstanding the preceding paragraph.

D. If this Agreement is cancelled upon the Franchisor’s proposal pursuant to paragraph A of this Article, the
Franchisor shall pay to the Franchisee the cancellation money in the same amount as set forth in
paragraphs B or C of this Article.

E. The cancellation money set forth in this Article shall be incorporated in the Ministop Account.

Article 41 (Termination by the Franchisee)

A. In the event that any of the following occur to the Franchisor, and the Franchisor fails to cure the breach
or perform the obligation after the passage of fourteen [14] days from the dispatch of the written notice
from the Franchisee, the Franchisee may terminate this Agreement.

i. If the Franchisor, in breach of Article 8, fails to provide the Training;

ii. If the Franchisor, in breach of Article 12, paragraph B, fails to lease, the assets which shall be
leased;

iii. If the Franchisor, in breach of Article 24, fails to make the sales promotional activities and
cooperation in purchasing;

iv. If the Franchisor, in breach of Article 25, paragraph A, fails to carry advertisements;

v. If the Franchisor, in breach of Article 31, paragraph A, fails to prepare, or provide to the
Franchisee after the preparation of, the operation materials, accounting books, balance sheet
or profits and loss statement based on the Ministop System, without justifiable cause;

vi. If the Franchisor, in breach of Article 32, fails to provide a merchandise report;

vii. If the Franchisor, in breach of Article 34, paragraph A, fails to conduct an inventory on site;

viii. If the Franchisor, in breach of Article 36, fails to give cash remittance to the Franchisee; or

B. If any of the following occur to the Franchisor, the Franchisee may immediately terminate this
Agreement without prior notice to the Franchisor:

i. If an application for bankruptcy, commencement of composition, company arrangement or

company reorganization proceedings are filed against the Franchisor, or the Franchisor goes
into liquidation;

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ii. If the Franchisor ceases its payment or becomes insolvent.

C. In case of termination of this Agreement under this Article, upon MSJ’s proposal, the Franchisor shall
transfer the position as the Franchisor under this Agreement to MSJ or MSJ’s designee and give notice
thereof to the Franchisee and obtain the Franchisee’s consent. Franchisee acknowledges and agrees
that MSJ has sole and discretionary right to propose to assume the position of the Franchisor under this
Agreement and that all the payables and receivables arising before such assumption shall be settled by
the Franchisee and the Franchisor. Nothing in the preceding paragraphs oblige MSJ to assume, or have
a third party assume, this Agreement with Franchisee or from the Franchisor or to enter into a new
Standard Franchise Agreement with the Franchisee.

Article 42 (Termination by the Franchisor)

A. In the event that any of the following occur to the Franchisee, and the Franchisee fails to cure the breach
or perform the obligation after the passage of fourteen [14] days from the dispatch of the written notice
from the Franchisor, the Franchisor may terminate this Agreement.

i. If the Franchisee uses the Ministop System inappropriately;

ii. If the Franchisee refuses to introduce and use the systems and other services developed by the
Franchisor;

iii. If the Franchisee injures the dignity or credibility of a combo-store using the Ministop System;

iv. If the Franchisee fails to comply with the given business hours and stops operation temporarily
or closes the business;

v. If the Franchisee fails to make the remittance set forth in Article 23 or make any report under
this Agreement, or makes a false report;

vi. If the Franchisee uses the sales proceeds for any purpose other than the expenses or advances
as described in the Owner’s manual;

vii. If the Franchisee fails to cooperate or participate in the advertising activities performed by the
Franchisor;

viii. If the advertising activities performed by the Franchisee are inappropriate;

ix. If the Franchisee neglects the Franchisor’s instructions or advice concerning the operation of
the Store;

x. If the Franchisee refuses the Franchisor’s entry into the Store;

xi. If the Franchisee’s equity in the Franchisee’s balance sheet prepared by the Franchisor is below
ONE HUNDRED FIFTY THOUSAND (Php 150,000.00) PESOS; or

xii. Other than the above, if the Franchisee breaches any of the provisions of this Agreement or
any agreement incidental hereto.

B. If any of the following occur to the Franchisee, the Franchisor may immediately terminate this
Agreement without prior notice to the Franchisee:

i. If the Franchisee is in breach of Article 2, paragraph A;

ii. If the Franchisee is in breach of Article 5, paragraph B, item (5) or uses the trade name of MSJ or
any of its affiliates without authorization;

iii. If the Franchisee is in breach of Article 50, paragraph A;

iv. If the Franchisee is in breach of Article 50, paragraph B;

v. If the Franchisee transfers the management rights to any other persons or abandon the
management without prior written notice & approval;

vi. If the Franchisee closes the operation of the Store for twenty-four [24] hours or more;

vii. If the Franchisee refuses or obstructs a site inventory;

viii. If the Franchisee repeatedly neglects the Franchisor’s instructions or advice concerning the
operation of the Store;

ix. If the Franchisee breaches the confidentiality obligation as set forth in Article 51;

x. If the Franchisee participates in the business carried by another company in the same industry
or enters into partnership, joint venture or any other business agreement or relationship with any
such company;

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xi. If the Franchisee gives a false address or name to the Franchisor or fails to report a change of
address and the relocated address becomes unknown;

xii. If an application for attachment, provisional attachment, provisional disposition, execution of a

judgment or compulsory sale is filed against the Franchisee, or the Franchisee is subject to the
recovery of tax in arrears;

xiii. If an application for bankruptcy is made by the Franchisee;

xiv. If the Franchisee ceases its payment in general or becomes insolvent;

xv. If the Franchisee subleases, sells or otherwise disposes of any of the Franchisor’s assets leased to
the Franchisee;

xvi. If the Franchisee uses violence or acts rudely, including using violent language, against the
Franchisor; or

xvii. If the Franchisee conducted a criminal or immoral act.

Article 43 (Damages due to Termination)

A. If the Franchisee terminates this Agreement pursuant to Article 41, the Franchisor shall pay to the
Franchisee liquidated damages as described below:

An amount equal to TWO POINT FIVE (2.5) months average monthly gross sales profits of the Store during
the twelve [12] -month period excluding the last month (or, if the operational period is less than the
same, the entire operational period excluding the initial and last months of operation) plus an amount
equal to ONE (1%) PERCENT of such average monthly gross sales profit multiplied by the number of the
remaining months of this Agreement, or SEVEN HUNDRED THOUSAND (Php700,000.00) PESOS, whichever
is larger.

B. In the preceding paragraph, if the operational period is less than three [3] months (including the case
where there is no operational day), the damages shall be SEVEN HUNDRED THOUSAND (Php700,000.00)
PESOS, notwithstanding the preceding paragraph.

C. If the Franchisor terminates this Agreement pursuant to Article 42, the Franchisee shall pay to the
Franchisor damages in the same amount as set forth in paragraph A or B of this Article.

D. Notwithstanding the preceding paragraph, if the Franchisee breaches the confidentiality obligation as
set forth in Article 51, the Franchisee shall pay to the Franchisor the amount of damages as set forth in
the preceding paragraph plus TWO HUNDRED THOUSAND (Php200,000.00) PESOS.

Article 44 (Loss of Rights)

A. When this Agreement terminates for whatever causes, the Franchisee shall immediately lose any and all
rights under this Agreement, including the license granted by the Franchisor and the right to use the
facilities, furniture and equipment for selling activities, operation secrets, trade secrets and others
furnished by the Franchisor.

Further, all agreements incidental to this Agreement shall likewise terminate upon the termination of this
Agreement.

B. In case of the preceding paragraph, and for as long as the Franchisee has possession of the facilities,
furniture and equipment for selling activities, manuals and others furnished by the Franchisor, the
Franchisee shall continue to possess, those facilities, furniture and equipment for selling activities,
manuals and others furnished by the Franchisor, for and on behalf of the Franchisor and fully agrees to
the Franchisor’s subsequent control and management thereof.

C. The Franchisee affirmatively covenants that the Franchisee shall not do any act infringing the trademark
rights, design rights, copyrights, operation secrets, trade secrets and other similar rights of the Franchisor
or MSJ or any other act constituting unfair competition, even after any and all licenses to operate the
Ministop Store are lost under paragraph A of this Article.

CHAPTER X
(STEPS AFTER TERMINATION)

Article 45 (Franchisor’s Possession of Store and Site Inventory)

A. If this Agreement terminates due to expiration of term, cancellation, termination or any other causes, the
Franchisor may enter the building of the Store and take possession and control of the facilities, furniture
and equipment for selling activities, merchandise in stocks, raw materials for fast food, supplies, cash and
others, and conduct a site inventory of these assets.

B. In this case, the Franchisee shall fully cooperate with the Franchisor so that the Franchisor may take the
necessary procedures for settlement. Further, the Franchisee bears the cost necessary for such site
inventory.

Article 46 (Restoration by the Franchisee)

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A. If this Agreement terminates due to expiration of term, cancellation, termination or any other causes, the
Franchisee shall take the following steps after termination of this Agreement:

i. The Franchisee shall immediately discontinue the business in the Store;

ii. The Franchisee shall, at its expense, return all materials composing the Ministop System received
from the Franchisor;

iii. The Franchisee shall, at its expense, immediately return to the Franchisor, the facilities, furniture
and equipment for selling activities owned by the Franchisor and which the latter has installed
in the Store building for the benefit of the Franchisee, by removing and transporting the same
to the place designated by the Franchisor and whenever applicable, repairing damaged
portions thereof; and

iv. The Franchisee shall remove the merchandise, raw materials for fast foods, supplies and
furniture and equipment located in the Store building on the day and by the way designated
by the Franchisor and evacuate the Store building in favor of the Franchisor.

B. If the Franchisee delays in undertaking the mandated procedures steps after termination as set forth in
the preceding paragraph, the Franchisor may do the same on behalf of the Franchisee. In such case,
the Franchisee shall bear the expenses therefore and pay to the Franchisor liquidated delay damages as
set forth below:

The amount of delay damages shall be, per day of delay, an amount equal to one [1%] percent of one
[1] month’s average monthly gross sales profits of the Store during the twelve [12] month-period
immediately preceding the termination, excluding the last month (or, if the operational period is less
than the same, the entire operational period excluding the initial and last month of operation). In this
case, if the operational period is less than three [3] months, the amount of delay damages shall be FOUR
THOUSAND (Php4,000.00)PESOS per day of delay, notwithstanding the provisions of this paragraph. The
provisions of this paragraph shall not preclude the Franchisor from claiming for damages due to
termination under Article 43 and the penalty as set forth in Article 47, over and above all other remedies
provided for under existing laws.

Article 47 (Penalty for Non-performance of Obligations after Termination)

A. If the Franchisee breaches the obligations as set forth in Article 44, paragraph C, Article 46, paragraph A
or Article 51, paragraph D, the Franchisee shall pay a penalty in the amount equal to four [4] months
average monthly gross sales profits of the Store during the twelve [12] month-period immediately
preceding the termination, excluding the last month (or, if the operational period is less than the same,
the entire operational period excluding the initial and last month of operation). If the damages incurred
by the Franchisor due to the breach as described here on exceed the amount of such penalty, the
Franchisee shall pay the deficiency to the Franchisor.

B. In the case of the preceding paragraph, if the operational period is less than three [3] months, the
amount of the penalty shall be ONE MILLION (Php1,000,000.00)PESOS.

C. The settlement of debts accruing from the preceding paragraphs of this Article shall be made by
incorporating such debts in the Ministop Account; provided that this shall not apply after the close of the
Ministop Account, after such closure an ordinary payment method shall be applied.

Article 48 (Disposal of inventory on termination)

A. If this Agreement terminates due to expiration of term, cancellation, termination or any other causes, the
Franchisee agrees that this amount of payables in the Ministop Account shall immediately become due.
The ownership rights to the Franchisee’s facilities, furniture and equipment for sale, merchandise
inventory, raw materials for fast food, supplies, cash and others existing in the Store at the time of
termination of this Agreement (collectively, the “Inventory on Termination”) shall be deemed entirely
transferred to the Franchisor to secure the Franchisee’s payables in the Ministop Account owed to the
Franchisor.

B. The Inventory on Termination shall be automatically specified as the collateral and their ownership rights
shall be transferred to the Franchisor under the preceding paragraph. Therefore, the Franchisee agrees
in advance that, after termination of this Agreement, no transfer, disposal or alteration of the inventory
that have become the collateral may be permitted [except in the case provided for in Article 46,
paragraph A, subparagraph iv].

C. The Franchisor may dispose, at its discretion, the collateral specified under paragraph A of this Article to
third parties, and credit the proceeds from the disposal in the Ministop Account so that the Franchisor is
able to settle any and all the Franchisee’s payables owed to the Franchisor; provided that this shall not
apply after the close of the Ministop Account, after such closure an ordinary payment method shall be
applied.

Article 49 (Close of Ministop Account, Settlement)

A. When the Franchisee completes the restoration to the original state as set forth in Article 46 and any and
all steps after termination, the Franchisor shall, after taking final accounting steps, close the Ministop
Account and settle any and all receivables and payables.

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B. After the close of the Ministop Account of the Franchisee, the Franchisor shall prepare and provide the
Franchisee with the final profit and loss statement and balance sheet.

C. The Franchisor shall pay to the Franchisee the balance, if any, in the debit of the Ministop Account in the
financial statements as described in the preceding paragraph; provided that this shall not apply to the
case where any of the steps after termination are not taken due to a reason attributable to the
Franchisee and the Ministop Account is unable to be closed.

D. If a balance exists in the credit of the Franchisee’s Ministop Account, the Franchisee shall immediately
pay such balance to the Franchisor, upon the Franchisor’s request.

E. If the Franchisee has any other receivables and payables not entered in the Franchisee’s Ministop
Account, the Franchisor shall deduct or offset such receivables and payables and settle the account.
As a result, if any payables of the Franchisee or the Franchisor owed to the other party remain, the full
amount of such payables shall be paid to the other party.

CHAPTER XI
(TRANSFER OF BUSINESS)

Article 50 (Prohibition of Transfer of Business or Right)

A. The Franchisee may not transfer to any third party all or a part of the business of the Store or the related
assets, including the inventory, nor may the Franchisee create any collateral on or otherwise dispose of
such.

B. The Franchisee may not transfer to any third party all or a part of its position under this Agreement or its
rights or obligations to the Franchisor hereunder, nor may Franchisee create any collateral
encumbrances on or otherwise dispose of any of such.

C. In case where the Franchisee is an incorporated entity, when the shares or stocks in the Franchisee are
intended to be transferred to a third party, the Franchisee shall, in advance, provide a notice thereof to
the Franchisor and ask for its approval. In this case, the Franchisor may refuse to give such approval if it
deems that such transfer will cause substantial change in the control over the Franchisee.

CHAPTER XII
(MISCELLANEOUS PROVISIONS)

Article 51 (Confidentiality)

A. The Franchisee may disclose to its employees the information relating to the Ministop System disclosed by
the Franchisor under this Agreement, only within and limited to the scope necessary for the operation of
the Store. Otherwise, such information shall not be disclosed to any third party including the Franchisee’s
employees. The same shall apply to the operational know-how, operation secrets of the Ministop Store
which the Franchisee becomes to know.

B. The Franchisee shall not be permitted to disclose to any third party the contents of this Agreement and
any other agreement incidental hereto.

C. The Franchisee shall not be permitted to reproduce or make a copy of documents pertaining to the
Ministop System or this Agreement or any agreement incidental thereto.

D. The Franchisee shall comply with the confidentiality obligation even after the operation of the Store is
discontinued due to any reason whatsoever.

E. If the Franchisee breaches Article 5, paragraph B, subparagraph iv, hereof, the Franchisee shall be
deemed breaching the obligation of this Article, and the Franchisee shall have no objection to the
deemed breach of this Article and the application of other relating provisions of this Agreement (such as
penalty provisions).

Article 52 (Force Majeure)

If the Franchisor’s or the Franchisee’s performance of this Agreement is obstructed or delayed due to
laws or ordinances, governmental measures, war, riot, earthquake, flood, fire, acts of God, or events that
are beyond the control of the Franchisee or the Franchisor, the Franchisee or the Franchisor, as the
case may be, shall not be liable to compensate the damages; provided that the Franchisee and the
Franchisor shall take all possible measures to lessen the damage incurred from such non-
performance or delay.

Article 53 (Clarification by Document)

A. All notices, approvals, consents and the like as provided in the provisions of this Article (collectively, the
“Notices”) shall be in writing, unless otherwise provided.

B. All Notices of the Franchisee or the Franchisor by mail shall be made to the address described
hereunder. In case of any change to the following addresses, the Franchisee or the Franchisor shall give
a written notice of the changed address to the other party.

(i) If to the Franchisee: ________________________________

(ii) If to the Franchisor: 401 F. Legaspi St. Maybunga Pasig City

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C. If either party fails to make the notice as set forth in the preceding paragraph and its address and other
information become unknown, the Notices made by the other party by registered mail shall be deemed
to have been received by the addressee party fourteen [14] calendar days after the date of posting.

Article 54 (Acknowledgment of Sole Agreement)

The Franchisee and the Franchisor mutually agree that all prior explanations, understandings, desires and
agreements made relating to this Agreement between the parties have been entirely merged and
superseded by this Agreement. Further, no amendment or alteration to this Agreement may be made
except in writing with signatures thereon by the Franchisee and the Franchisor.

Article 55 (Agreement of Jurisdiction)

The Franchisor and Franchisee agree that any dispute arising in relation to this Agreement and any
agreement incidental thereto shall be subject to the exclusive jurisdiction of the court which has
jurisdiction over the location of the head office of the Franchisor.

Article 56 (Principles of Good Faith)

Any issues not addressed in, or any discrepancies relating to, this Agreement or any agreement
incidental thereto shall be determined through good faith negotiations between the Franchisee
and the Franchisor.

Article 57 (Non-Waiver)

The failure of the Franchisor to insist in any one or more instances upon a strict performance of any of the
terms, provisions, conditions and covenants of this Agreement, or to exercise any option herein
contained shall not be deemed a relinquishment or waiver of any right or remedy that the Franchisor
may have, nor shall it be construed as condonation of any subsequent breach or default of the terms
and conditions and covenants hereof, which conditions and covenants shall continue to be in full force
and effect. No waiver of any of the Franchisor’s rights under this Agreement shall be deemed to have
been made unless expressed in writing and signed by its duly authorized representative.

Article 58 (Documentary Stamp Tax and other charges)

The Franchisee shall pay for the Documentary Stamp Tax and other charges that may be required to be
paid for the execution and implementation of this agreement.

Article 59 (Captions)

The captions appearing in this Agreement are for the purpose of convenience only and are not part of
this Agreement and do not in any ways limit or amplify the terms and provisions of this Agreement.

Article 60 (Separability Clause)

The parties agree that should any clause or provision in this Agreement be declared void, invalid or
ineffective for any reason whatsoever, the validity of the remaining provisions shall not be affected and
shall continue to be binding.

Article 61 (Entire Agreement)

This Contract including the annex(es) hereto, embody the entire agreement of the parties hereto. There
are no terms, conditions or obligations other than those contained herein. This Contract shall supersede
all previous communications, representations or agreements either oral or written, between the parties
hereto. No amendments to this Contract shall be valid unless the same are reduced to writing and
signed by the parties hereto.

Article 62 (Venue of Action)

In case of any litigation arising from this agreement, venue shall be at proper courts of Pasig City, to the
exclusive of all other venues.

IN WITNESS WHEREOF, this Agreement has been executed in duplicate originals and the Franchisee and the
Franchisor shall retain one original.

FRANCHISOR: ROBINSONS CONVENIENCE STORES, INC.

Represented by:

Johnson Robert Go, Jr.

President

FRANCHISEE: ____________________
Represented by:

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____________________

WITNESSES

______________________ ________________________
FRANCHISOR FRANCHISEE

I hereby acknowledge and confirm the terms and conditions of this Agreement and hereby promise that
I shall operate the Store together with the Franchisee and shall perform this Agreement in good faith
jointly and severally with the Franchisee.

GUARANTOR:

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Acknowledgment

REPUBLIC OF THE PHILIPPINES )

) SS

BEFORE ME, a Notary Public in and for _____________________, Philippines, this ___ day of
_________________, personally appeared:

Name CTC. No. Date/Place of Issue

JOHNSON ROBERT GO, JR. 01416397 1/20/10 Q.C.
ROBINSONS CONVENIENCE STORES INC. 00048920 1/07/10 Q.C.

All known to me and to me known to be the same persons who executed the foregoing Deed and they
acknowledged to me that the same is their free and voluntary act and deed.

IN WITNESS WHEREOF, I have hereunto set may hand and affixed my notarial seal on the date and at the
place first above written.

NOTARY PUBLIC

Doc. No. ______

Page No. ______
Book No. ______
Series of 2010

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Exhibit (1)
The Store

The Ministop store (the “Store”) operated by the Franchisee shall be as described below:

1. Store Name: Ministop ________________ Store

2. Store Area: _____ sqm.

3. Mailing address: _____________________

4. Description of site:
(Vicinity Map)

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Exhibit (2)

Method of Calculation and Settlement

in Ministop Account

A. The Ministop Account shall be opened at the time when any receivables or payables arise under this
Agreement between the Franchisee and Franchisor and be closed at the time when the receivables
and payables are finally settled upon termination of this Agreement.-

B. The Franchisor shall open a “Franchisee Account” for the Franchisor and a “Franchisor Account” for the
Franchisee, and shall settle and debit or credit the receivables and payables between the Franchisee
and the Franchisor.

C. With respect to the method to make entries in Franchisee Account and Franchisor Account, the
settlement shall not be made on an individual transaction basis; and the respective total debit and
credit amounts of transactions shall be calculated in each month and the account shall be settled using
the difference of such total amounts, which shall be entered in the above-referenced accounts and
represent the amount in debit or credit.

D. The Franchisee and the Franchisor shall not use in any transaction other than those between them, nor
may transfer, furnish as security, create a pledge on, or otherwise dispose of, Franchisor Account and
Franchisee Account, as the case may be. Further, in case of attachment, provisional attachment or
other similar actions made by a third party against the Franchisor Account or Franchisee Account, the
other party may at any time set off the receivables and payables or take other measures.

E. The interest as referred to in Article 18, paragraph B shall be incorporated in the Ministop Account under
Article 18 and shall be determined by the Franchisor and shall be computed with reference to the BSP
rate (Bangko Sentral ng Pilipinas) plus two (2%) percent per annum to the balance of the amount of the
Franchisor’s loan to the Franchisee as of the beginning of a month, for each accounting period, and the
Franchisee shall pay to the Franchisor such interest on the last day of such month, through the Ministop
Account.

F. If there is a debit balance in the Franchisor Account for the Franchisee as of the beginning of a month,
no interest shall accrue on such balance during the term of Agreement or after the termination hereof,
so far as the Franchisor makes a remittance or make settlement payment within a given period.

G. “Month” as used herein means the period from the 1st day through the last day of a calendar month,
which shall be one accounting period.

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Exhibit (3)

Cash Remittance

A. Cash Remittance under Article 36 shall be based on the balance sheet and distributed at the end of the
month to the Franchisee subject to the following conditions:

Every month, the Franchisor shall remit cash to the Franchisee as the Franchisee’s Living Allowance, basis
of which will be the balance sheet and subject to the following formula:

1. Living Allowance Formula:

A = (Franchisee GROSS INCOME X 35%) – SALARY

A = Living Allowance

Note: Maximum of Php20,000.00

A = 0 if result is negative

Any amount in excess of the Franchisee’s equity on minor equipment and lease hold improvement
shall be included in the total cash remittance on the first month of the Franchisee’s operation.

Any amount in excess of the Franchisee’s equity on merchandise shall be included in the total cash
remittance, after twelve (12) months of the Franchisees Operation.

2. Receivable from the Franchisor Formula:

B = (TOTAL LIABILITIES) X (-1) – A

B = Receivable from Franchisor

Note: B = 0 if result is negative

3. Franchisee Total Cash Remittance Formula:

C = (A + B)
C = Franchisee total cash remittance

C = the basis for the Franchisee’s Cash Remittance for as long as the Equity shall not be less than
Php150,000.00 after the Cash Remittance.
= 0 if equity is less than < Php150,000.00

“Month” as used herein means the period from the 1st day through the last day of a calendar month,
which shall be one accounting period.

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Exhibit (4)

Formula for Calculation of Gross Sales Profits

and Method of Royalty Fee Payment

A. The gross sales profits of the Store, which is the basis of royalty fee calculations as set forth in Article 37,
paragraph B, shall be determined as per the following formula:

i. Gross sales profit = total sales – cost of sales

ii. Total sales = a + b + c

a. Total merchandise sales:

Amount of sales recorded by registers – input errors – refunds (amount of merchandise
returned from customers)

b. Other income:
Carton boxes, used oil, old newspaper and other services

c. Other operating revenues:

Operating revenues accruing from the business activities in the Store other than a and
b

iii. Cost of sales = d + e - f - g + h – i

d. Beginning inventory

e. Total purchases for the month:

Purchase prices of the merchandise and raw materials – prices of those returned to
Suppliers

f. Ending inventory

g. Purchase rebates:
Amount and/or prices of merchandise, which are received subsequently and based
on a certain discount rate or otherwise, separate from the individual transactions

h. Purchase expenses:
Freight, cargo handling, transport insurance, customs and other expenses incurred for
purchase of merchandise

i. Inventory loss and disposal:

Total of the disposed merchandise and inventory loss caused by the merchandise
control of the Store including degradation in quality or freshness, damage and
defacement, and the change of sales prices made by the Franchisee at its discretion

B. “Month” as used herein means the period from the 1st day through the last day of a calendar month,
which shall be one accounting period.

C. The royalty fee amount shall be calculated using the following rates based on the Gross Sales Profit for
each month:

Franchisee Gross Income to Gross Sales Profit RCSI Royalty Fee to Gross Sales Profit
65% (sixty five) 35% (thirty five)

D. The receivables and payables pertaining to royalty fee’s shall be incorporated in the Ministop
Account as set forth in Article 18, and the Franchisee shall pay to the Franchisor the royalty fee for each
accounting period at the end of such month through the Ministop Account.

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