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Dataroom Index Ref(s)

1.2.2.1.3.13

Reviewer Initials / Date MSL// July 26, 2013. of Review Lessor Lessee Agreement Date Title Mara Teresa Moreno Vela. RTO and Lease Agreement Cuitlahuac-128dated on March 24, 2006.

Subject matter

A portion of land of 840.24 square meters of the property located at Conjunto Comercial Gigante Cuitlahuac, Av. Cuitlahuac, number 372, col. Sector Naval, Del. Azcapotzalco, zip code 02800, Mexico City.

Pursuant to Article 3042 of the Civil Code of the Federal District all lease agreements for a period longer than six years and those Real Estate Folio / Date that provide for advanced payments for at least three years, must of recordation / Lease be registered before the corresponding Public Registry of recordation (if Property.
Public Registry applicable) / other relevant information

In this regard, this agreement should be registered at the Public Registry of Property in Mexico City.

This agreement was executed on March 24, 2006 and will remain in force for 20 years counted once the restaurant is open. Expired contract / Initial Nonetheless, this term is only obligatory for the Lessor; to the term / renewal periods / Lessee this term is only voluntary.
Term automatic renewal

The lessor grants the lessee a promise to renew this agreement for an additional period of 20 years, under the same terms and conditions of this agreement.
Rent and rent review

The Lessee must monthly pay to the Lessor within the first 20 days of each month during the term of this agreement: 1. From the restaurant opening, 5.3% of the monthly net sales of the Restaurant. The monthly net sales must be notified to the Lessor before the 5th business day of each month; 2. The minimum monthly amount is MXN$57,000.00 plus VAT. This amount will be increased in terms of the National Consumer Price Index, published by the Bank of

Mexico.
Termination Termination for convenience (and notice period required) / breach / penalties / survival Restrictions on The Lessee may assign or transfer, in full or in part, any right of assignment / novation this Lease Agreement, to any of its subsidiaries, affiliates, as Counterparty and previous written authorization to the Lessor. Gigante entity. Consent or notification requirements / applicable time periods. Is assignment to affiliates permitted without consent? Change of control Consent or notification Not applicable. requirements / applicable time periods Rights of first refusal Not applicable. Therefore, the rescission or termination shall be governed under the Civil Code of the Federal District.

long as they continue to be the same shareholders, with a

Pursuant to Article 2447 of the Civil Code of the Federal District, lease agreements that have a duration over three years, and the lessee is in compliance with its obligations, must be preferred, in equal conditions, over any third party to execute another lease agreement over the property. Also, the lessee has a right of first refusal in case the lessor wishes to sell the leased property.
on

Restrictions subleasing

The Lessee may sublease the Leased Property, in full or in part,


Permitted to affiliate or only to affiliates or subsidiaries companies with the previous third party? written authorization of the Lessor. Other notification Not applicable. requirements Other than those already noted, is notification to the lessor required in any other relevant circumstances?

Jurisdiction / governing Federal District / Mexico law Dispute resolution Confidentiality Disclosure to affiliates / potential investor permitted? Other provisions relevant The renewal of this agreement shall be in the same terms and conditions unless the current shareholders of the Lessee are modified. The Lessee shall hire an insurance relating to the Leased Property against fire, lightning, explosion, earthquake, flood, hurricane and hail for a sum assured equal to the current value of the Leased Property. The lessee shall pay an amount of 10% of the minimum monthly amount as maintenance fee. Non-contractual provisions

Federal District / Mexico


Not applicable

Please refer to the row above marked as Public Registry. Please refer to the row above marked as Rights of First

Relevant provisions under Refusal. local law / regulations Follow-up required? Additional information required or particular provisions to be flagged for Capitals attention?

Yes. Please confirm if this Lease Agreement is registered in the Public Property Registry.

Dataroom Index Ref(s)

1.2.2.1.3.12

Reviewer Initials / Date MSL// July 26, 2013. of Review Lessor Lessee Agreement Date Title Bodega Gigante, S.A. de C.V. RTO and Lease Agreement Cuatitln-38 dated on January 1, 2009.

Subject matter

A portion of land of 1,369 square meters of the property located at Av. Primero de Mayo, Lote 7, Manzana C-44-C, col. Centro Urbano, Cuautitln Izcalli,. State of Mexico.

Pursuant to Article 3042 of the Civil Code of the Federal District all lease agreements for a period longer than six years and those Real Estate Folio / Date that provide for advanced payments for at least three years, must of recordation / Lease be registered before the corresponding Public Registry of recordation (if Property.
Public Registry applicable) / other relevant information

In this regard, this agreement should be registered at the Public Registry of Property in Mexico City

This agreement was executed on January 1, 2009 and will remain in force for 15 years. Nonetheless, this term is obligatory for the Expired contract / Initial both parties the first 5 years and the other 10 only for the Lessee. term / renewal periods / The lessor grants the lessee a promise to renew this agreement automatic renewal for an additional period of 4 years, under the same terms and conditions of this agreement.
Term Rent and rent review

The Lessee must monthly pay to the Lessor within the first 15 days of the next month during the term of this agreement, the amount due for rent will be the one that results greater between: 1. 6.0% of the monthly net sales of the Restaurant. The monthly net sales must be notified to the Lessor before the 5th business day of each month; 2. The minimum monthly amount is MXN$86,595.00 plus VAT. This amount will be increased in terms of the National Consumer Price Index, published by the Bank of Mexico.

Termination Termination for

In case of any breach, the parties have granted each other the right to demand the forced compliance of this agreement, or the

convenience (and notice immediate termination. If the lessee breaches, it must period required) / breach immediately return the leased property to the lessor in the same / penalties / survival conditions it received it in, plus the payment of the pending

payments under any concept.


Restrictions on The Lessee may assign or transfer, in full or in part, any right of assignment / novation this Lease Agreement, to any of its subsidiaries, or subsidiaries Counterparty and to the Lessor. Gigante entity. Consent or notification requirements / applicable time periods. Is assignment to affiliates permitted without consent? Change of control Consent or notification Not applicable. requirements / applicable time periods Rights of first refusal

of Grupo Gigante, S.A.B. de C.V., with a previous written notice

Pursuant to Article 2447 of the Civil Code of the Federal District, lease agreements that have a duration over three years, and the lessee is in compliance with its obligations, must be preferred, in equal conditions, over any third party to execute another lease agreement over the property. The Lessee waives its first refusal in case the lessor wishes to sell the leased property.

Restrictions subleasing

on

The Lessee may sublease the Leased Property, in full or in part,


Permitted to affiliate or only to subsidiaries or subsidiaries of Grupo Gigante, S.A.B. de third party? C.V. with the previous notification of the Lessor. Other notification Not applicable. requirements Other than those already noted, is notification to the lessor required in any other relevant circumstances? Jurisdiction / governing Federal District / Mexico law

Dispute resolution Confidentiality Disclosure to affiliates / potential investor permitted? Other provisions

Federal District / Mexico


Not applicable

relevant In case of subleasing or assignment in favour of any subsidiary the Lessee is jointly liable of all the obligations under the agreement and additionally in case of any transfer of the majority shares of the sublessee the sublease shall be terminated. The Lessee shall hire an insurance relating to the Leased Property against fire, lightning, explosion, earthquake, flood, hurricane and hail for a sum assured equal to the current value of the Leased Property. In case of any dispute: the affected party shall notify by written to the other party the cause of breach, and shall grant 30 days to remedy it. If the cause of breach it is not remedy the affected party could terminate the agreement or request the compulsory compliance. The lessor is not owner of the property; it only has the usufruct over it.

Non-contractual provisions

Please refer to the row above marked as Public Registry. Please refer to the row above marked as Rights of First

Relevant provisions under Refusal. local law / regulations Follow-up required? Additional information required or particular provisions to be flagged for Capitals attention?

Yes. Please confirm if this Lease Agreement is registered in the Public Property Registry.

Dataroom Index Ref(s)

1.2.2.1.3.33

Reviewer Initials / Date MSL// July 26, 2013. of Review Lessor Lessee Agreement Date Title Office Depot de Mxico, S.A. de C.V. RTO and Lease Agreement Santa Fe-101 dated on November 23, 2004.

Subject matter

A portion of land of 850 square meters of the property located at Av. Juan Salvador Agraz No. 101 (Lote 6), col. Santa Fe, Delegacin Cuajimalpa de Morelos, Mxico, City.

Pursuant to Article 3042 of the Civil Code of the Federal District all lease agreements for a period longer than six years and those Real Estate Folio / Date that provide for advanced payments for at least three years, must of recordation / Lease be registered before the corresponding Public Registry of recordation (if Property.
Public Registry applicable) / other relevant information

In this regard, this agreement should be registered at the Public Registry of Property in Mexico City

This agreement was executed on November 23, 2004 and will remain in force for 15 years. Nonetheless, this term is obligatory Expired contract / Initial for the both parties only the first 5 years and the other 10 only term / renewal periods / for the Lessee. The lessor grants the lessee a promise to renew automatic renewal this agreement for an additional period.5 years previous written notification within 60 days prior the expiration of the initial term from the Lessee.
Term Rent and rent review

The Lessee must monthly pay to the Lessor within the first 15 days of the next month during the term of this agreement, the maximum amount between: 1. 8.0% of the monthly net sales of the Restaurant. The monthly net sales must be notified to the Lessor before the 5th business day of each month; 2. The minimum monthly amount is MXN$80,000.00 plus VAT. This amount will be increased in terms of the National Consumer Price Index, published by the Bank of Mexico.

Termination Termination

In case of any dispute: the affected party shall notify by written to the other party the cause of breach, and shall grant 30 days to remedy it. If for the cause of breach it is not remedy the affected party could terminate

convenience (and notice the agreement. period required) / breach / penalties / survival Restrictions on The Lessee may assign or transfer, in full or in part, any right of assignment / novation this Lease Agreement, to any of its subsidiaries. Counterparty and Gigante entity. Consent or notification The Lessee may assign or transfer, in full or in part, any right of requirements / applicable this Lease Agreement, to any third parties with a previous time periods. Is written authorization. assignment to affiliates permitted without consent? Change of control Consent or notification Not applicable. requirements / applicable time periods Rights of first refusal

Pursuant to Article 2447 of the Civil Code of the Federal District, lease agreements that have a duration over three years, and the lessee is in compliance with its obligations, must be preferred, in equal conditions, over any third party to execute another lease agreement over the property Pursuant this agreement, the lessee has a right of first refusal in case the lessor wishes to sell the leased property; in this case the lessor shall notify the conditions of the sell and shall give to the lessee 30 days to exercise this right.

Restrictions subleasing

on

The Lessee may sublease the Leased Property, in full or in part,


Permitted to affiliate or only to subsidiaries. third party?

The Lessee may sublease the Leased Property, in full or in part, only to any third parties previous written authorization.

Other notification Not applicable requirements Other than those already noted, is notification to

the lessor required in any other relevant circumstances? Jurisdiction / governing Federal District / Mexico law Dispute resolution Confidentiality Disclosure to affiliates / potential investor permitted? Other provisions relevant The Lessee shall hire an insurance relating to the Leased Property against fire, lightning, explosion, earthquake, flood, hurricane and hail for a sum assured equal to the current value of the Leased Property. The Lessee shall pay an amount of MXN$15,000.00 as maintenance fee. Non-contractual provisions

Federal District / Mexico


Not applicable

Please refer to the row above marked as Public Registry. Please refer to the row above marked as Rights of First

Relevant provisions under Refusal. local law / regulations Follow-up required? Additional information required or particular provisions to be flagged for Capitals attention?

Yes. Please confirm if this Lease Agreement is registered in the Public Property Registry.

Dataroom Index Ref(s)

1.2.2.1.3.34

Reviewer Initials / Date MSL// July 26, 2013. of Review Lessor Lessee Agreement Date Title Mr. ngel Losada Gmez RTO and Lease Agreement Santa Mnica-69 dated on January 1, 1991.

Subject matter

A portion of land of 586 square meters of the property located at Km, 23.5 de la Carretera, Mxico-Quertaro, Fraccionamiento Santa Mnica, en Tlalnepantla, State of Mexico.

Pursuant to Article 8.45 of the Civil Code of the State of Mexico all lease agreements for a period longer than six years and those Real Estate Folio / Date that provide for advanced payments for at least three years, must of recordation / Lease be registered before the corresponding Public Registry of recordation (if Property.
Public Registry applicable) / other relevant information

In this regard, this agreement should be registered at the Public Registry of Property in the State of Mexico. This agreement was executed on March January 1, 1991 and will remain in force for indefinite time.

Term Expired contract / Initial term / renewal periods / automatic renewal Rent and rent review

The Lessee must monthly pay to the Lessor within the first 20 days of the next month during the term of this agreement: 1. 8.0% of the monthly net sales of the Restaurant. The monthly net sales must be notified to the Lessor before the 5th business day of each month.

Termination

Termination convenience (and notice period required) / breach / penalties / survival

The parties could terminate this agreement without cause expression or responsibility, giving written notice with 60 days for prior.

Restrictions on The Lessee may assign or transfer, in full or in part, any right of assignment / novation this Lease Agreement, to any third party with a previous written Counterparty and Gigante entity. Consent

authorization to the Lessor.

or notification Not applicable. requirements / applicable time periods. Is assignment to affiliates permitted without consent? Change of control Consent or notification Not applicable. requirements / applicable time periods Rights of first refusal

Pursuant to Article 7.693 of the Civil Code of the State of Mexico, lease agreements in which the lessee is in compliance with its obligations must be preferred, in equal conditions, over any third party to execute another lease agreement over the property. Also, the lessee has a right of first refusal in case the lessor wishes to sell the leased property.
on The Lessee may sublease the Leased Property, in full or in part,

Restrictions subleasing

to any third party with the previous notification of the Lessor.

Permitted to affiliate or third party? Other notification Not applicable. requirements Other than those already noted, is notification to the lessor required in any other relevant circumstances? Jurisdiction / governing State of Mexico. law Dispute resolution Confidentiality Disclosure to affiliates / potential investor permitted? Other provisions relevant The Lessee shall hire an insurance relating to the Leased Property against fire, lightning, explosion, earthquake, flood, hurricane and hail for a sum assured equal to the current value of the Leased Property.

State of Mexico.
Not applicable.

Non-contractual provisions

Please refer to the row above marked as Public Registry. Please refer to the row above marked as Rights of First

Relevant provisions under Refusal. local law / regulations Follow-up required? Additional information required or particular provisions to be flagged for Capitals attention?

Yes. Please confirm if this Lease Agreement is registered in the Public Property Registry.

Dataroom Index Ref(s) Reviewer Initials / Date of Review Lessor Lessee (Gigante subsidiary) Agreement Title and Date Subject matter

1.2.2.1.3.8. MASL // July 26, 2013 Norival, S.A. de C.V. RTO Lease Agreement Circunvalacin 87, dated January 1, 2009 Commercial space of 1,000 square meters in a commercial centre located at Ave. Circuvalacin Norte number 415, Sector Hidalgo. Zip code 44290, Guadalajara in the State of Jalisco.

Pursuant to Article 3042 of the Civil Code of the Federal District all lease agreements for a period longer than six years and those Real Estate Folio / Date that provide for advanced payments for at least three years, must of recordation / Lease be registered before the corresponding Public Registry of recordation (if Property. applicable) / other relevant information Public Registry Term Expired contract / Initial term / renewal periods / automatic renewal This agreement was executed on January 1, 2009 and will remain in force for 15 years. Nonetheless, this term is obligatory for the both parties the first 5 years and the other 10 only for the Lessee. The lessor grants the lessee a promise to renew this agreement for an additional period of 4 years, under the same terms and conditions of this agreement. The lessee will monthly pay: a) From the first year of validity of this agreement, and until December 31, 2009, the monthly variable rent will be the 2% over the net monthly sales the lessee receives from the restaurant; b) From January 1, 2010, and until December 31, 2011 of this agreement, the monthly variable rent will be the 4% over the net monthly sales the lessee receives from the restaurant; c) From January 1, 2012, and until the date of termination of this agreement, the monthly variable rent will be the 6% over

Rent and rent review

the net monthly sales the lessee receives from the restaurant; d) For the minimum guaranteed rent, the lessee guaranteed to the lessor a monthly income of $50,000.00 M.N. The amount due for rent will be the one that results greater between the two, aforesaid. In any case, plus VAT.

In case of any breach, the parties have granted each other the right to demand the forced compliance of this agreement, or the Termination for immediate termination. If the lessee breaches, it must convenience (and notice immediately return the leased property to the lessor in the same period required) / conditions it received it in, plus the payment of the pending breach / penalties / payments under any concept. survival Termination Restrictions on assignment / novation Counterparty and Gigante entity. Consent or notification requirements / applicable time periods. Is assignment to affiliates permitted without consent? Change of control Consent or notification requirements / applicable time periods Rights of first refusal Pursuant to Article 2447 of the Civil Code of the Federal District, lease agreements that have a duration over three years, and the lessee is in compliance with its obligations, must be preferred, in equal conditions, over any third party to execute another lease agreement over the property. Also, the lessee has a right of first refusal in case the lessor wishes to sell the leased property. The Lessee may sublease, in full or in part, any right of this The Lessee may assign or transfer, in full or in part, any right of this Lease Agreement, to any of its subsidiaries, affiliates, or Grupo Gigante, S.A.B. de C.V., with a previous written notice to the Lessor. In the event that the Lessee intends to assign or transfer, in full or in part, the rights agreed in this Lease Agreement to any third party, a previous written authorization of the Lessor is required. The lessee is jointly liable with the assignee, in relation to the lessor. Not applicable

Restrictions on

subleasing Permitted to affiliate or third party?

Lease Agreement, to any of its subsidiaries, affiliates or Grupo Gigante, S.A.B. de C.V., with a previous written notice to the Lessor. In the event that the Lessee intends to sublease, in full or in part, the rights agreed in this Lease Agreement to any third party, a previous written authorization of the Lessor is required. The lessee is jointly liable with the sub lessee, in relation to the lessor.

Other notification requirements Other than those already noted, is notification to the lessor required in any other relevant circumstances? Jurisdiction / governing law Dispute resolution Confidentiality Disclosure to affiliates / potential investor permitted? Other relevant provisions

Not applicable

Mexico City, Mexico Mexico City, Mexico Not applicable

The lessor is not owner of the property; it only has the usufruct over it. The lessee shall pay an amount equal to the 10% of the minimum guaranteed rent. The Lessee shall hire an insurance relating to the Leased Property against fire, lightning, explosion, earthquake, flood, hurricane and hail for a sum assured equal to the current value of the Leased Property.
In case of any dispute: the affected party shall notify by written to the other party the cause of breach, and shall grant 30 days to remedy it. If the cause of breach it is not remedy the affected party could terminate the agreement or request the compulsory compliance.

Non-contractual provisions Relevant provisions under local law / regulations Follow-up required? Additional information required or particular provisions to be flagged for Capitals attention?

Please refer to the row above marked as Public Registry.

Yes: it is necessary to confirm if this agreement is registered before the corresponding Public Registry of Property.

Dataroom Index Ref(s) Reviewer Initials / Date of Review Lessor Lessee (Gigante subsidiary) Agreement Title and Date Subject matter

1.2.2.1.3.11. MASL // July 26, 2013 Controinmuebles, S.A. de C.V. RTO Lease Agreement Cuauhtmoc -73, dated January 1, 2009 Commercial space of 796 square meters in a commercial centre located at Ave. Cuahtemoc number 64, Col. Doctores, Mxico, City.

Pursuant to Article 3042 of the Civil Code of the Federal District all lease agreements for a period longer than six years and those Real Estate Folio / Date that provide for advanced payments for at least three years, must of recordation / Lease be registered before the corresponding Public Registry of recordation (if Property. applicable) / other relevant information Public Registry Term Expired contract / Initial term / renewal periods / automatic renewal This agreement was executed on January 1, 2009 and will remain in force for 15 years. Nonetheless, this term is obligatory for the both parties the first 5 years and the other 10 only for the Lessee. The lessor grants the lessee a promise to renew this agreement for an additional period of 4 years, under the same terms and conditions of this agreement. The lessee will monthly pay: a) the monthly variable rent will be the 6% over the net monthly sales the lessee receives from the restaurant; For the minimum guaranteed rent, the lessee guaranteed to the lessor a monthly income of $50,000.00 M.N. The amount due for rent will be the one that results greater between the two, aforesaid. In any case, plus VAT.

Rent and rent review

In case of any breach, the parties have granted each other the right to demand the forced compliance of this agreement, or the Termination for immediate termination. If the lessee breaches, it must convenience (and notice immediately return the leased property to the lessor in the same period required) / conditions it received it in, plus the payment of the pending breach / penalties / payments under any concept. survival Termination Restrictions on assignment / novation Counterparty and Gigante entity. Consent or notification requirements / applicable time periods. Is assignment to affiliates permitted without consent? Change of control Consent or notification requirements / applicable time periods Rights of first refusal Pursuant to Article 2447 of the Civil Code of the Federal District, lease agreements that have a duration over three years, and the lessee is in compliance with its obligations, must be preferred, in equal conditions, over any third party to execute another lease agreement over the property.
The Lessee waives its first refusal in case the lessor wishes to sell the leased property.

The Lessee may assign or transfer, in full or in part, any right of this Lease Agreement, to any of its subsidiaries, affiliates, or of Grupo Gigante, S.A.B. de C.V., with a previous written notice to the Lessor. In the event that the Lessee intends to assign or transfer, in full or in part, the rights agreed in this Lease Agreement to any third party, a previous written authorization of the Lessor is required. The lessee is jointly liable with the assignee, in relation to the lessor. Not applicable

Restrictions on subleasing Permitted to affiliate or third party?

The Lessee may sublease, in full or in part, any right of this Lease Agreement, to any of its subsidiaries, affiliates or of Grupo Gigante, S.A.B. de C.V., with a previous written notice to the Lessor. In the event that the Lessee intends to sublease, in full or in part, the rights agreed in this Lease Agreement to any third party, a previous written authorization of the Lessor is required. The lessee is jointly liable with the sub lessee, in relation to the

lessor. Other notification requirements Other than those already noted, is notification to the lessor required in any other relevant circumstances? Jurisdiction / governing law Dispute resolution Confidentiality Disclosure to affiliates / potential investor permitted? Other relevant provisions The lessor is not owner of the property; it only has the usufruct over it. The lessee shall pay an amount equal to the 10% of the minimum guaranteed rent. The Lessee shall hire an insurance relating to the Leased Property against fire, lightning, explosion, earthquake, flood, hurricane and hail for a sum assured equal to the current value of the Leased Property.
In case of any dispute: the affected party shall notify by written to the other party the cause of breach, and shall grant 30 days to remedy it. If the cause of breach it is not remedy the affected party could terminate the agreement or request the compulsory compliance.

Not applicable

Mexico City, Mexico Mexico City, Mexico Not applicable

Non-contractual provisions Relevant provisions under local law / regulations Follow-up required? Additional information

Please refer to the row above marked as Public Registry.

Yes: it is necessary to confirm if this agreement is registered before the corresponding Public Registry of Property.

required or particular provisions to be flagged for Capitals attention?

Dataroom Index Ref(s) Reviewer Initials / Date of Review Lessor Lessee (Gigante subsidiary) Agreement Title and Date Subject matter

1.2.2.1.1.42. MASL July 26, 2013. Desarrolladora de Espacios Comerciales, S.A. de C.V. RTO Lease Agreement Sendero Toluca-156 dated on June 1, 2006. Commercial space of 800 square meters, located at Av. Paseo de Tollocn, Corredor Industrial, Municipio de Lerma State of Mexico.

Pursuant to Article 8.45 of the Civil Code of the State of Mexico all lease agreements for a period longer than six years and those Real Estate Folio / Date that provide for advanced payments for at least three years, must of recordation / Lease be registered before the corresponding Public Registry of recordation (if Property. applicable) / other relevant information In this regard, this agreement should be registered at the Public Registry of Property in the State of Mexico. Public Registry Term Expired contract / Initial term / renewal periods / automatic renewal Rent and rent review This agreement was executed on June 1, 2006 and will remain in force for 20 years. Nonetheless, this term is only obligatory for the Lessor; to the Lessee this term is only voluntary. This agreement may be renewed for an additional 4 year period, previous written notification from the Lessee prior 4 months of the termination of the lease. The Lessee must monthly pay to the Lessor within the first 15 days of each month during the term of this agreement: 1. 5.5% of the monthly net sales of the Leased Property. 2. The minimum monthly amount is MXN$50,000.00 plus VAT. This amount will be increased in terms of the National Consumer Price Index, published by the Bank of Mexico.

Termination

This agreement provides the right to the Lessee to terminate this agreement with a 60 days prior written notification

Termination for convenience (and notice This agreement shall terminate in case of breach of any of the period required) / obligations under this agreement. breach / penalties / In case of any dispute: the affected party shall notify by written to the survival

other party the cause of breach, and shall grant 30 days to remedy it. If the cause of breach it is not remedy the affected party could terminate the agreement or request the compulsory compliance.

In case of improper occupation of the lease property, the lessee shall pay an amount equal to the 100% of monthly rent. Restrictions on assignment / novation The Lessee may assign or transfer, in full or in part, any right of this Lease Agreement, to any of its subsidiaries, affiliates, as with a previous written notification to the Lessor.

Counterparty and Gigante entity. Consent or notification The Lessee may assign or transfer, in full or in part, any right of requirements / applicable time periods. this Lease Agreement, to any third party with a previous written authorization to the Lessor. Is assignment to affiliates permitted without consent? Change of control Consent or notification requirements / applicable time periods Rights of first refusal Pursuant to Article 7.693 of the Civil Code of the State of Mexico, lease agreements in which the lessee is in compliance with its obligations must be preferred, in equal conditions, over any third party to execute another lease agreement over the property. Also, the lessee has a right of first refusal in case the lessor wishes to sell the leased property. The lessee expressly waives to this rights of first refusal. Restrictions on subleasing Permitted to affiliate or third party? The Lessee may sublease the lease property, to any of its subsidiaries, affiliates, as with a previous written notification to the Lessor. The Lessee may sublease the lease property, to any third party with a previous written authorization to the Lessor. Not applicable

Other notification requirements Other than those already noted, is notification to the lessor required in any other relevant circumstances? Jurisdiction / governing law Dispute resolution Confidentiality Disclosure to affiliates / potential investor permitted? Other relevant provisions

Not applicable

State of Mexico. State of Mexico. Not applicable

The lessor is entitled to review and audit the account registries regarding the operation of the restaurant, additionally all the documents regarding the month net incomes. The lessee shall comply with all the terms and conditions of the Regimen en Condominio de Plaza Sendero Toluca. The lessee shall pay the maintenance fee that can never be greater than multiplying MX$28 pesos per square meter of the leased property. This property has been granted to trust.

Non-contractual provisions Relevant provisions under local law / regulations Follow-up required? Additional information required or particular provisions to be flagged

Please refer to the row above marked as Public Registry. Please refer to the row above marked as Rights of First Refusal.

Yes. Please confirm if this Lease Agreement is registered in the Public Property Registry.

for Capitals attention?

Dataroom Index Ref(s)

1.2.2.1.1.45

Reviewer Initials / Date MSL// July 27, 2013. of Review Sub-Lessor Sub-Lessee Agreement Date Title CBWOR, S.A. de C.V. RTO and Sub-Lease Agreement Tlahuac-119dated on April 15, 2005.

Subject matter

A portion of land of 2,000 square meters of the property located at Av. Tlahuac, number 4,746, col. Granjas Estrellas, Del. Iztapalapa, zip code 09889, Mexico City.

Pursuant to Article 3042 of the Civil Code of the Federal District all lease agreements for a period longer than six years and those Real Estate Folio / Date that provide for advanced payments for at least three years, must of recordation / Lease be registered before the corresponding Public Registry of recordation (if Property.
Public Registry applicable) / other relevant information

In this regard, this agreement should be registered at the Public Registry of Property in Mexico City.

This agreement was executed on April 15, 2005 and will remain in force for 20 years counted once the leased property is Expired contract / Initial delivered. Nonetheless, this term is only obligatory for the subterm / renewal periods / lessor; to the sub- lessee this term is only voluntary.
Term automatic renewal Rent and rent review

The lessee will monthly pay: b) the monthly variable rent will be the 5% over the net monthly sales the lessee receives from the restaurant; For the minimum guaranteed rent, the lessee guaranteed to the lessor a monthly income of $58,000.00 M.N. The amount due for rent will be the one that results greater between the two, aforesaid. In any case, plus VAT. 1.

Termination

This agreement shall terminate in case of breach of any of the

Termination for obligations under this agreement. convenience (and notice period required) / breach In case of any dispute: the affected party shall notify by written to the / penalties / survival other party the cause of breach, and shall grant 60 days to remedy it. If the cause of breach it is not remedy the affected party could terminate the agreement or request the compulsory compliance.

Restrictions on The sub-lessee may assign or transfer, in full or in part, any right assignment / novation of this sub-lease Agreement, to any of its subsidiaries, affiliates, Counterparty and Gigante entity. Consent The sub-lessee may assign or transfer, in full or in part, any right or notification of this sub-lease Agreement, to any third-party with a previous requirements / applicable written authorization to the sub- lessor. time periods. Is assignment to affiliates permitted without consent? Change of control Consent or notification Not applicable. requirements / applicable time periods Rights of first refusal

with a previous written notification to the sub- lessor.

Pursuant to Article 2447 of the Civil Code of the Federal District, lease agreements that have a duration over three years, and the lessee is in compliance with its obligations, must be preferred, in equal conditions, over any third party to execute another lease agreement over the property. Also, the lessee has a right of first refusal in case the lessor wishes to sell the leased property.
on

Restrictions subleasing

The sub-lessee may sublease the sub-leased Property, in full or in


Permitted to affiliate or part, only to affiliates or subsidiaries companies with the third party? previous written notification of the sub-lessor.

The sub-lessee may sublease the sub-leased Property, in full or in part, to any third party with the previous written authorization of the sub-lessor.
Other notification Not applicable. requirements Other than those already

noted, is notification to the lessor required in any other relevant circumstances? Jurisdiction / governing Federal District / Mexico law Dispute resolution Confidentiality Disclosure to affiliates / potential investor permitted? Other provisions relevant The Lessee shall hire an insurance relating to the Leased Property against fire, lightning, explosion, earthquake, flood, hurricane and hail for a sum assured equal to the current value of the Leased Property.

Federal District / Mexico


Not applicable

It is expressly forbidden to the sub-lessor, to sell or lease the near-located property to any third party who intends to establish any business which principle activities are the following: Restaurant, Bar-Restaurant, Coffee Shop, and it is expressly forbidden to establish any business called VIPS, El Portn, Sanborns, Wings, Californias. In case the lease ends, the lessor grants to the sub-lessee to respect the term of this agreement. In case the sub-leased property enters to the regimen en condominio the sub-lesse shall entitle to vote in the meetings, in such regard, under this agreements the sub-lessor grants a general power of attorney for law suits and collections and for acts of administration.
Non-contractual provisions

Please refer to the row above marked as Public Registry. Please refer to the row above marked as Rights of First

Relevant provisions under Refusal. local law / regulations Follow-up required? Additional information required or particular provisions to be flagged for Capitals attention?

Yes. Please confirm if this sub-lease Agreement is registered in the Public Property Registry.

Dataroom Index Ref(s)

1.2.2.1.1.15.

Reviewer Initials / Date MSL// July 26, 2013. of Review Lessor Lessee Agreement Date Title Cabi Centros Comerciales (Mxico), S.A. de C.V. RTO and Lease Agreement Forum Buenvista-184dated on December 14, 2007.

Subject matter

A local commercial of 867.59 square meters of the property located at Eje 1 Norte Mosquera number 259, Col. Buenavista, Del. Cuahtmoc, zip code 06350, Mexico City.

Pursuant to Article 3042 of the Civil Code of the Federal District all lease agreements for a period longer than six years and those Real Estate Folio / Date that provide for advanced payments for at least three years, must of recordation / Lease be registered before the corresponding Public Registry of recordation (if Property.
Public Registry applicable) / other relevant information

In this regard, this agreement should be registered at the Public Registry of Property in Mexico City.

This agreement was executed on December 14, 2007 and will remain in force for 10. Nonetheless, this term is only obligatory Expired contract / Initial for both parties.
Term term / renewal periods / automatic renewal The lessor grants the lessee the option to renew this agreement

for an additional period of 5 years, giving a written notice with 120 days prior the termination of the agreement.
Rent and rent review

The Lessee must monthly pay to the Lessor: 1. The minimum monthly amount is MXN$110,000.00 plus VAT. This amount will be increased in terms of the National Consumer Price Index, published by the Bank of Mexico. The monthly net sales must be notified to the Lessor before the 5th business day of each month; 2. Additionally, the lessee shall calculate the net sales of the Restaurant, and if the 7% of the monthly net sales are higher than the minimum monthly amount, the lessee shall pay the difference plus VAT. The lessor is entitled to review all the accounting

documents regarding the net sales. In the case that occurs any difference between the net sales reported and the real incomes, if the difference is higher than 5%, the lessee will cover: the costs and expenses that the lessor pays to the people who review the net incomes and will pay the difference plus a contractual penalty equivalent to the amount omitted.
The lessee may not terminate this agreement if it is not a justified cause, and this cause shall be determinate by a final resolution issued Termination for by a competent court. The lessor may terminate this agreement without convenience (and notice any final resolution if operates a cause of rescission. period required) / breach / penalties / survival Termination Restrictions on The Lessee may assign or transfer, in full or in part, any right of assignment / novation this Lease Agreement, to any of its subsidiaries, affiliates or of Counterparty and Gigante entity. Consent or notification requirements / applicable time periods. Is assignment to affiliates permitted without consent?

Grupo Gigante, S.A.B. de C.V. In this case, the lessee and its joint debtor shall be jointly labelling all of the obligations under this agreement and shall demonstrate that the company its a subsidiary. The Lessee my assign or transfer, in full or in part, any right of this lease Agreement, to any third party with previous written authorization.

Change of control Consent or notification Not applicable. requirements / applicable time periods Rights of first refusal

Pursuant to Article 2447 of the Civil Code of the Federal District, lease agreements that have a duration over three years, and the lessee is in compliance with its obligations, must be preferred, in equal conditions, over any third party to execute another lease agreement over the property. Also, the lessee has a right of first refusal in case the lessor wishes to sell the leased property.
on

Restrictions subleasing

The Lessee may sublease the Leased Property, in full or in part,


Permitted to affiliate or only to affiliates or subsidiaries companies or of Grupo Gigante,

S.A.B. de C.V. with the previous written authorization of the

third party?

Lessor. The Lessee may sublease the Leased Property, in full or in part, to any third party, with the previous written authorization of the Lessor.

Other notification Not applicable. requirements Other than those already noted, is notification to the lessor required in any other relevant circumstances? Jurisdiction / governing Federal District / Mexico law Dispute resolution Confidentiality

Federal District / Mexico

The terms and conditions of this agreement are strictly confidential if the lessee discloses the information contained in it will be considered Disclosure to affiliates / as a breach. potential investor permitted? Other provisions relevant The Lessee shall hire a civil responsibility insurance. The lessee shall pay an amount of 10% of the minimum monthly amount as maintenance fee. There is an a contractual penalty that sets forth: In case that any party breach any of the obligations under this agreement, the guilty party should pay a contractual penalty that consists in an amount equivalent to the monthly minimum rent. There is a jointly liable obligation that consists that in a joint debtor shall responds of all the obligations under this agreement with its entire heritage. Non-contractual provisions

Please refer to the row above marked as Public Registry. Please refer to the row above marked as Rights of First

Relevant provisions under Refusal. local law / regulations Follow-up required? Additional information required or particular

Yes. Please confirm if this Lease Agreement is registered in the Public Property Registry.

provisions to be flagged for Capitals attention?

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