Verna Goh Shilei

Student ID No.: S9448557F

Part A1)

Rent.

1. General
(a) The monthly rent due to Leases (the Landlord) from Laura and Pol (the Tenant) for the property
in Major de Sarri, Barcelona (the Lease Premises) shall be 2,500.00, plus applicable VAT,
payable in advance five first days of each and every calendar month of the lease term, and prorated for
the fractional portion of any month.
(b) No rent will be payable by the Tenant for the first two months of the lease term.
(c) The rent shall be paid to the bank account of the Landlord (Bank Account No.: []), or any other bank
account designated, subject to change from time to time.

2. Rent Review
(a) A review of the rent will be conducted every year according to the Consumer Price Index (CPI)
(b) From the second year of the Agreement, a 1% incremental rent will be charged on top of the monthly
amount if the monthly profits obtained by the Tenant from the business conducted on the Lease
Premises exceeds 5,000.00.
(c) The Landlord may provide written notice to the Tenant regarding the rental increase which then
becomes effective the month following the 30th day after notice has been provided.

Part A2)

Term of the Agreement.

1. Term of Tenancy
(a) This Agreement shall commence on [] and shall continue as a lease for a term of five years,
terminating on [] (the Expiration Date).
(b) At the expiration of said term, the lease will automatically be renewed for a period of two years unless
either party notifies the other of its intention to terminate the lease at least one month before its
expiration date. The notice of termination will be in writing and will be effective on the next rental
date no less than 30 days after the date of the notice.

2. Early Termination
Notwithstanding the foregoing, before the Expiration Date, the Tenant may terminate this Agreement early if
their month profits fall below 2,000.00 for four consecutive months.

Part B

Restrictions on Transfer of Shares.

1. General
Paris, S.A. and Berlin, S.L. (the Shareholders, each a Shareholder) may sell or engage in any transaction
which has resulted or will result in a change in the beneficial or record ownership of any Shares held by the
Shareholder, including without limitation a voluntary or involuntary sale, assignment, transfer, pledge,
Verna Goh Shilei
Student ID No.: S9448557F
hypothecation, encumbrance, disposal, loan, gift, attachment or levy (a Transfer of Shares event), except
as provided in this Agreement. Any such Transfer of Shares or attempted Transfer of Shares in contravention
of this Agreement shall be void and ineffective for any purpose or confer on any transferee or purported
transferee any rights whatsoever.

2. Right of First Refusal

(a) In the event that any Shareholder (the Selling Shareholder) wishes to transfer all [or a part] of its
Shares (the Relevant Shares) acquired under this Agreement to a third party, or any interest in such
Relevant Shares, the Company shall be granted the Right of First Refusal with respect to all (and not
less than all) of such Relevant Shares, prior to the occurrence of the Transfer of Shares.
(b) If the Selling Shareholder desires to transfer such Relevant Shares, he shall provide a notice in writing
to the Company detailing fully the proposed transfer, including the number of Relevant Shares to be
transferred, the proposed transfer price and terms of payment for which the Selling Shareholder
proposes to transfer such Relevant Shares, the name and address of the proposed Transferee and proof
satisfactory to the Company that the proposed sale or transfer will not violate any applicable state laws
(the Transfer Notice).
(c) The Right of First Refusal Notice shall be signed both by the Selling Shareholder and the proposed
Transferee and must constitute a binding commitment by both parties as regards to the Transfer of
Shares.
(d) The Company shall have the right to purchase or obtain all, and not less than all, of the Shares on the
terms of the proposal described in the Transfer Notice within 90 days after the date when the Transfer
Notice was first received by the Company. In the event that the Company makes such an election,
notice of such decision to exercise the Right of First Refusal (the Reply) must be delivered to the
Selling Shareholder promptly and the sale will take place according to the price and other purchase
conditions of the shares as contained in the Transfer Notice.
(e) If the Company elects not to purchase or obtain all of the Shares designated in the Transfer Notice,
then the Selling Shareholder may transfer such Relevant Shares to the proposed Transferee, providing
such Transfer of Shares:
a. is completed within 30 days after the expiration of the Companys Right of First Refusal,
b. is made at the price and terms designated in the Transfer Notice, and
c. the proposed Transferee agrees to be bound by the terms and provisions of this Agreement and
to become a party to this Agreement immediately upon receipt of such Relevant Shares.
If such Relevant Shares are not so transferred, the Selling Shareholder must give notice in accordance
with this paragraph prior to any other or subsequent Transfer of Shares.
(f) If the Selling Shareholder does not receive the Reply within 90 days from the date of receipt of the
Transfer Notice, the Right of First Refusal is deemed to have expired and the Transfer of Shares may
take place in accordance with the requirements laid out in Section 2(e).
(g) Notwithstanding the above Sections 2(a) to (f), the Right of First Refusal will not be granted if the
Selling Shareholder wishes to transfer shares to a related or associated company of the Selling
Shareholder.

Part C

Products and Territory.

1. Products
Verna Goh Shilei
Student ID No.: S9448557F
ROMA (the Company) hereby appoints the Distributor on an exclusive basis as its sole distributor for the
sale of the products set forth in Schedule A (hereinafter referred to as the Products) in the Territory (as
defined below) during the term of this Agreement, and to market, distribute and sell such Products only in the
Territory.

2. Territory
(a) The Company is appointing the Distributor hereunder with respect to the Products to any purchasers
whose principal place of location is in Spain (the Territory). The Distributor shall not solicit orders
from any prospective purchasers whose principal place of location is outside the Territory.
(b) If the Distributor receives any order from a prospective purchaser whose principal place of location is
outside the Territory, the Distributor shall immediately refer that order to the Company and shall not
accept any such order. The Distributor may not deliver or tender (or cause to be delivered or tendered)
any Products outside of the Territory. The Distributor shall not sell any Products to a prospective
purchaser if the Distributor knows or has reason to believe that such purchaser intends to remove those
Products from the Territory.
(c) The Territory as defined above does not include online sales received via the internet from outside the
Territory, although the distribution of the Products to the prospective purchaser should occur within
the Territory.

3. Modification of Territories
The Company reserves the right, upon consultation with the Distributor, to expand or reduce the scope of the
Territory, as defined in this Agreement.