Exhibit 10.4


 





 




     


     


    

 





 




     


     


    

 





 




     


     


    

 





 




     


     


    

 





 




     


     


    

 





 




     


     


    

 





 




     


     


    

 





 




     


     


    

 





 




     


     


    

 





 




     


     


    

 





 




     


     


    

 





 




     


     


    

 





 




     


     


    

 







 


COMMERCIAL LEASE


BETWEEN THE UNDERSIGNED


 


The « Caisse autonome de retraite
des médecins de France » shortly CARMF, Social security management and administration which has its headquarters
in Paris (75017) Rue Saint Ferdinand, SIREN NUMBER 775 691 215.


 


Said security was instituted by 19th
July 1948 decree taken under the 17th January 1948 and whose statutes were approved by ministerial decree, modified
then by the labor Minister and Social Security of the 29th October 1948.


 


Represented by Madame Marie AYMARD-LEFAURE,
duly authorized for these purposes.


 


Hereinafter referred to as “the lessor”


 


FIRSTLY


 


AND


 


The SINORAMA VOYAGES LTD, limited liability
Company, registered with the register of trade and companies of Paris under number 539 982 512 whose registered office
is 121 Avenue des Champs Elysées, Paris 75008, represented by Sir Zhao.


Hereinafter referred to as “the lessee”


 


ON THE OTHER HAND


 


IT HAS ALDREADY BEEN SET OUT THE FOLLOWING


 


IT WAS EXPOSED AND AGREED AS FOLLOWS


 


The present deed shall be divided into
two parts which form an indivisible whole


 


First part: GENERAL CONDITIONS


 


Second part: SPECIAL CONDITONS


 


It being specified that in the event of
any inconsistency hereunder between the two parties, the special conditions shall prevail over the general conditions.


 


GENERAL CONDITIONS


 


Hereby, the lesser give the lessee lease
to rent for commercial purposes, provided that the lessee fulfils the conditions as Fulfills the conditions, as resulted from the
provisions of Articles L.145-1 et seq and D145-1 et seqof the Commercial Code and the residual provisions not repealed and not
codified in Decree No. 53-960 of 30thSeptember 1953, as well as of the subsequent texts, the rights and property hereinafter.


 


In addition to the stipulated conditions,
the lessee undertakes to comply with all the obligations and formalities laid down by the laws and regulations, as well as the
stipulations of the by-laws applicable to the building (Regulation of co-ownership, rules of procedure, specifications applicable
to the real estate complex, etc.), which by express agreement, shall be considered as an integral part of the These general conditions
and subject to the same penalties.


 


It is further stated that the recall or
endorsement in the text of this lease of articles of law or regulations governing the status of commercial leases cannot be regarded
as recognition by the lessor of the applicability of the said status to this lease and that the lessee will be able to avail himself
of that status only if he fulfills all the conditions


 


CHAPTER 1 DESCRIPTION DESTINATION TIME


 


ARTICLE 1- DESIGNATION


 


The premises are designated under the special
conditions. The lessee hereby declares that he knows perfectly the premises rented for having visited or previously occupied them,
accept them in the state in which they are and as they extend and behave, and is willing to deal with the eventual compliance of
the premises and their adaptation to its activity, the lessor guaranteeing only their general commercial use.


 


The lessee accepts the premises subject
to this lease in the condition in which they are at the time of entry into use.


 


No error in the designation, consistency
or size of the leased premises shall justify an increase or decrease in rent or an indemnity on either side.


 


The lessee may not require any lessor,
repair, repair or repair work of any nature whatsoever, nor any upgrading to the standards even for the exercise of his activity,
nor any reduction of rent or indemnity whether on entry into the premises or in the course of a lease or its extensions, renewals
or renewals.


 


As well, the lessee shall not be entitled
to make any claim as a result of constructions or improvements of any kind which may subsequently modify the views and the environment
of the rented premises.


 




     


     


    

 


 


ARTICLE 2 INVENTORY OF ENTRY


 


An inventory will be drawn up by the parties
at the entrance of the lessee. It may be carried out by a bailif one of the parties wishesso. In all cases it will be carried out
at the expense of the lessee. The same applies in the case of a pre-inventory of the places of entry.


 


If, for any reason whatsoever, the inventory
was not drawn up and, in particular, if the lessee was in default, the premises shall be deemed to have been leased in perfect
condition for maintenance and repair of any kind.


 


ARTICLE 3 DESTINATION – INDIVISIBILITY


 


The lessee shall use the premises herein
for the exclusive use specified hereafter under special conditions, peacefully and in accordance with articles 1728 and 1729 of
the Civil Code.


 


3.1 Maintenance of the contractual destination


 


Throughout the term of the lease, the lessee
shall retain the agreed contractual destination to the leased premises to the exclusion of any other of whatsoever nature.


 


It shall keep the said premises in a permanent
and effective normal operating condition according to the agreed destination.


 


The lessee refrains from making in the
office premises all acts of industrial or artisan production or wholesale or retail sale, as well as any auction.


 


In premises for industrial use (activities,
warehouse), the lessee has the right to carry out any industrial or artisanal production and is prohibited from making any wholesale
or retail sale or any auction.


 


3.2 INDIVISIBILITY


 


The parties expressly agree that the leased
premises shall constitute a single and indivisible whole.


 


ARTICLE 4 TIME


 


This lease is granted and accepted for
a period specified in Article 28 of the Special Conditions.


 


Unless otherwise specified in the Special
Conditions, the lessee may terminate this lease at the expiry of each three-year period, with the latter being obliged to grant
leave to the lessor by extrajudicial document at least six months in advance.


 


The lessor will have the same option in
the cases in the articles L145-18, L145-21 and L 145-24 of the Commercial Code.


 


CHAPTER II – RENT, CHARGES AND
ACCESSORIES


 


ARTICLE 5 INITIAL RENT


 


The present lease is granted and accepted
for an annual principal rent excluding charges and excluding taxes fixed in the special conditions.


 


To the rent shall be added the tax or contribution
on the rental income at the rate in force and any other fee or tax which is substituted or added to them in addition to the taxes
and taxes defined hereinafter, so that the rent remains net and free of All taxes, duties, taxes, charges and expenses for the
lessor.


 


ARTICLE 6 RENT INDEXATION


 


As of right, the rent will increase annually
on the effective date of the lease in proportion to changes in the national cost of construction index published by the National
Institute of Statistics and economic studies, base 100 in the fourth quarter of 1953.


 


For the first year, the index set out in
Article 30 of the Special Conditions will be compared with the index for the same quarter of the following year.


 


For subsequent years, the index used in
the previous revaluation and the index used for the same quarter of the following year will be compared.


 


If the index chosen for annual indexation
ceases to be published, such indexation would be made on the basis either of the legal replacement index or a new index chosen
by mutual agreement between the parties. In the absence of agreement, the parties undertake to rely on the decision of the judicial
expert appointed by order of the President of the High Court of Paris on the request of the most diligent and expeditious party
Shared. This conventional indexation of rent is an essential and decisive condition of this lease, without which it would not have
been granted. In addition, the legal revision currently provided for by Article l145-38 of the Commercial Code remains applicable.


 


ARTICLE 7- RENEWAL RENT


 


In the event of renewal of this lease,
the rent for the new lease shall, in the absence of an amicable agreement, be fixed at the market value of the premises rented
on the effective date of the renewal calculated in relation to the price of new rent and taking into account any adjustments and
improvements made by the lessee to the leased premises, all by express agreement, notwithstanding Articles L. 145-33 and L. 145-34
of the Commercial Code and Article 23 et seq. Decree of 30 September 1953.


 


In the absence of agreement between the
parties on the amount of the new rent, the parties undertake to rely without any recourse on the opinion of an expert appointed
by the President of the Tribunal At the request of the most diligent of them, which shall be delivered within three months of its
submission, and the costs and fees of which shall be divided equally between the parties.


 




     


     


    

 


 


ARTICLE 8 – RENT CHARGES AND ACCESSORIES


 


The apportionment of the charges defined
in this article shall be made on a pro rata basis either on the rented area or on the co-ownership rates. If the Lessee is part
of a condominium lot, the proportionate share of the leased premises will be determined on a pro-rata basis, based on the percentage
of occupants, including units and common areas.


 


8.1 – Charges


 


The Lease being considered as net of all charges for the Lessor,
the Lessee shall reimburse the Lessor, in addition to the rent, the proportionate share of the expenses relating to the Building
and / or the Property Complex, and in particular:


 


- The cost of cleaning, maintenance
and maintenance, the cost of maintaining, repairing and renewing the small equipment and tools necessary for the management and
operation,


 


- The cost of acquiring and
renewing plant decoration or small furniture, as well as the costs of maintenance of interior and exterior green areas, maintenance,
maintenance, inspection, repair and / or replacement costs lifting appliances,


 


- All technical installations
of air conditioning, heating, renewal of air, electricity (including emergency or secure), access control, centralized technical
management, etc. And more generally of all equipment,


 


- In general, repairs of any
kind falling within the scope of Article 605 of the Civil Code, including repairs, even if it results from prescriptions of the
administration and those due to obsolete, the lessee renouncing the benefit of the Article 1755 of the Civil Code,


 


- All works of safety and /
or compliance with any regulations and / or legislation of any kind whatsoever, present or future, in particular with regard to
safety, hygiene, working conditions, energy and environmental performance, in particular those prescribed by the competent authorities,


 


- Costs for the disposal and
sorting of common waste,


 


- Expenditure, including social
security and ancillary costs, on staff, including guarding, cleaning, Safety or maintenance of facilities or costs incurred by
the use of companies outside these various titles,


 


- All general service operating
expenses, reception,


 


- Mail, telephone, decoration
and management expenses of the common parts,


 


- The costs of consumption of
lighting, water, heating, air conditioning, ventilation of the common parts, and more generally any consumption of fluids, All
costs related to the maintenance and consumption of power generation equipment, as well as all expenses related to environmental
management and energy savings,


 


- Maintenance and maintenance
costs related to the maintenance of sanitary quality Insurance premiums referred to in Article 13 below and any premiums paid for
premises,


 


- Management fees for the agents
of the lessor or Property Administrator responsible for rental management and In the event that the management is entrusted to
one or more separate entities, such as syndic, AFUL, ASL or any other Organization, as well as the management fees of that organization.


 


Moreover, in the event that the Lessee
regularly uses the Premises with a significantly wider amplitude or different from the opening hours of the Building and / or the
Real Estate Complex, the Lessor would be entitled to increase the Share of the Lessee's expenses, in order to take account of the
additional costs incurred by this particular use and not to penalize other tenants.


 


8.2 - Contribution, Taxes and Taxes


 


The tenant shall pay his personal contributions,
professional taxes, rental and other taxes of all kinds relating to his business and to which the tenants are or may be subject,
so that the lessor is never sought in this respect.


 


It shall also refund to the Landlord the
property tax, the municipal waste collection tax, the sweeping fee, the annual tax on offices, commercial and storage premises
in the island of France and any new contributions, municipal taxes or other.


 


As such, the Lessor will make a call for
quarterly provisions plus VAT at the prevailing rate to be paid by the Lessee in respect of the property tax and the tax for the
collection of household refuse.


 


More generally, the Lessee shall reimburse
to the Lessor all the taxes and taxes relating to the immovable, present or future, all so that the rent received by the Lessor
is net of all tax charges.


 


ARTICLE 9 - TERMS OF RULES


 


The Lessee agrees to pay to the Landlord
or his agent the rent and charges, taxes and accessories in four terms of payment and advance on January 1, April 1, July 1 and
October 1 of each year.


 


The charges and accessories will be invoiced
in the form of a call for quarterly provisions and will give rise to an annual regularization plus VAT at the rate in force.


 


In order to facilitate the collection by
the lessor or his agent of the rents and any sums owed by the lessee under this lease, the lessee will proceed to a transfer to
the account of the lessor, whose bank account has been given to him at the time of signature.


 


ARTICLE 10 - DEPOSIT OF WARRANTY


 


It is hereby signed, an amount representing
one quarter of the annual rent including all taxes, as security for the performance of all the charges and conditions of the lease
by the Lessee. This sum will be reimbursed to the Lessee upon termination of the lease, subject to what is stipulated hereafter
as well as to Article 18 of the General Conditions, after deduction of any sums which may be owed by the latter in any capacity
Either as compensation. The Lessor shall reimburse the Lessee the following provisional balance of account balance, net of any
additional provisions for charges, taxes and taxes not yet agreed. The Lessor shall establish a final account balance on the basis
of actual expenditures. In the event of termination of this lease as a result of non-fulfillment of its conditions for a cause
attributable to the Lessee, the security deposit will be forfeited to the Lessor by way of damages without prejudice to any other
lease payments due or to be due, And all other sums due by the Lessee. In the case of a revision or variation in the price of the
rent, this deposit will be readjusted proportionally to the new rent in order to keep it at one quarter of the annual rent inclusive
of all taxes.


 




     


     


    

 


 


During the course of the lease, the Lessor
shall have the right to withdraw without formality from the security deposit the amount of rents due and any sums due in any way
whatsoever. By way of derogation from Article 1253 of the Civil Code and notwithstanding any charge to the contrary by the lessee,
it may set aside the penalties, interest and costs relating to the unpaid amounts, and then the oldest arrears of charges, taxes
And accessories first, then rents, due by the Lessee. In any case, the Lessee shall be obliged to supplement or reconstitute on
demand, and within fifteen days at the latest, the security deposit to keep it always equal to three months' rent inclusive of
all taxes.


 


As the compensation is, where necessary,
expressly agreed, the Lessor will thus exercise all the prerogatives attached to it in accordance with articles 2333 et seq. Of
the Civil Code.


 


By way of derogation from the provisions
of Article 2341 (1) of the Civil Code, the Lessor shall not be required to individualize the security deposit. Finally, contrary
to the provisions of article 2345 of the Civil Code, the security deposit shall not bear interest that may be deducted from the
sums due by the Lessee to the Lessor.


 


ARTICLE 11 - DELAYS OF PAYMENT


 


In the event of non-payment of any amount
owing by the lessee under this lease, the Lessee shall automatically be liable to the Landlord for a flat-rate supplement of 10%
of the sums due, increased by one Interest calculated at the monthly money market rate of 3 points (T4M + 3), any month begun being
due.


 


In addition, any costs of orders or summonses
incurred by the Lessor to compel the Lessee to perform its obligations shall be borne by the Lessee.


 


CHAPTER III - OTHER CLAUSES AND CONDITIONS


 


ARTICLE 12 - GENERAL CONDITIONS OF ENJOYMENT


 


12.1 - Accommodation of premises


 


The Lessee agrees to keep the rented premises
constantly furnished throughout the duration of the lease with furniture and equipment in sufficient quality and value to meet
the payment of the rents, charges and accessories and the fulfillment of the conditions and expenses of this lease. The Landlord
reserves the right to check on the spot.


 


In the event of loss, the sums due to the
Lessee by the Insurance Company (s) will constitute the Lessor's guarantee in place of the equipment and objects and effects until
they are replaced. To this end, the present guarantees the lessor of all insurance indemnities to the amount of the sums due to
him, all powers being given to the bearer of the original of the present ones to make indicate the transport to which will need.


 


12.2 - Compliance with building regulations


 


The Lessee shall respect the charges and
conditions of the by-laws and / or co-ownership regulations, the by-law, the specifications or any document governing the property
complex, as well as those imposed by the co-owners syndicate or any other body created possibly between owners and / or occupants
of the immovable and / or neighboring buildings if they exist. It will comply with any modifications that the Lessor may have to
make in the future.


 


The Lessee declares to have read and accepted
the regulations applicable to the building, in particular those concerning his conditions of access (hours, closing days ...).


 


The Lessee will not be able to deposit
anything or leave in the common areas of the building which must always remain free of access. The Tenant shall refrain from introducing
into the leased premises any combustible, explosive or dangerous material for the safety of the building, to use the gas in any
form whatsoever. The Lessor does not guarantee the temperature of the premises served by the heating and / or air conditioning
system (s) that may exist in the rented premises. The Lessee shall not make any claim on this account. The same applies in the
case of temporary abolition or reduction of collective services such as water, electricity, telephone, heating etc ... as a result
of maintenance, repair, replacement, lack of supply or break, Breakdown, strikes or any other cause whatever the duration. If there
is an inter-company restaurant within the property complex on which the rented premises depend, the lessee must adhere to it and
pay the required contribution at the right time.


 


12.3- Signs, antennas and parabolas


 


The Lessee may not place any sign, plaque,
logos, stickers, antenna or parabola, blinds, shutters or reflective films, light signaling and, in general, any installation modifying
the exterior appearance of the building in the private and common areas Without the prior written consent of the Lessor or the
co-ownership.


 


In the event that the Lessee fails to comply
with this condition, the Lessor shall be entitled to demand, at the expense of the Lessee, that the condition be repaired or that
the work be carried out by an undertaking authorized by the Lessee.


 


The Lessee shall in any case be bound at
the end of the lease to proceed with the removal and the restoration to the previous state. In addition, the Lessee will deal personally
with the necessary authorizations the taxes that may be due and the necessary assurances of this fact, so that the Landlord is
never concerned or sought in this respect.He will have to maintain these facilities in good condition, and he will be solely responsible
for the accidents that their existence could cause.


 


12.4 - Neighborhood Disorders


 


The Lessee shall take all necessary precautions
to ensure that the carrying on of its business and activities does not adversely affect the maintenance, tranquility, appearance
and good condition of the building and assumes responsibility. He refrains from having in the rented premises a noisy, dangerous,
or inconvenient apparatus, and having an animal, even a domestic animal, which may be injurious or disagreeable to neighbors. No
malodorous emanations shall come from its premises. In the event of the use of instruments or apparatus capable of producing disturbances
in the reception of waves in neighbors, the Lessee shall promptly remedy the problem so that the Landlord cannot be prejudiced
in this respect.


 


12.5 - Parking and Traffic Areas


 


The Lessee may not make any modification
to the parking spaces except to affix a signage after agreement of the Lessor. It will use its sites to park vehicles to the exclusion
of any other use (repair, washing, deposit of objects ...), and must permanently maintain them in perfect state of safety and cleanliness.
In no event shall the Lessor be liable in any way for any theft, damage or accident to which the Lessee may be victim, directly
or indirectly, in respect of vehicles (and their contents) which may belong to him or which may belong to his staff or to its clientele,
as appropriate. The Lessee hereby declares to waive and oblige its insurer to waive all recourse against the Lessor.


 




     


     


    

 


 


13 - WORKS


 


13.1 - Work at the initiative of the
policyholder


 


Before entering the premises as during
the course of the lease, the Lessee may not carry out work in the leased premises which may change the destination of the building
or impair its strength. In the same way, it cannot make the floors bear a load greater than their resistance under penalty of being
responsible for any disorders or accidents. There shall be no piercing of walls or floors, pavement or hard flooring, no demolition,
no change of distribution, no machinery installation, irrespective of the source of energy, without the express, prior and written
consent of the Lessor. If the authorization is given, the works shall be carried out at the sole expense and risk of the Lessee
in accordance with the standards in force and under the supervision of an Architect or Design Office designated by the Lessor and
whose fees shall be borne by the Lessee.


 


Before any intervention by companies in
the leased premises, the Lessee is obliged to respect and ensure compliance by the operators of all regulations, in particular
as regards asbestos. The Lessee will make its personal and exclusive business of any claims likely to result from it and guarantee
the Lessor of all possible appeals or claims.


 


13.2 - Works on the initiative of the
Lessor


 


The Lessee shall suffer any modification,
reconstruction, elevation, expansion, improvement and other work that the Lessor may deem necessary to have it executed during
the lease on the immovable or in the leased premises even if they become temporarily inaccessible, Without being entitled to any
compensation or reduction of rent, whatever their nature and duration, even if the latter had to exceed forty days.


 


The Lessee shall facilitate any access
that would be required for the search and repair of leaks or disorders in the structural work. He shall bear the expenses incurred
by such access, which would affect his own installations and in particular the fitting and resting of the formwork.


 


13.3 - Works on the initiative of third
parties


 


The Lessee shall bear without compensation
from the Landlord all works which would be carried out in the immovable or on the public road, even if it would create a discomfort
for its operation even if the latter had to exceed forty days.


 


13.4 - Work due by the Lessee


 


13.4.1 - General provisions


 


The Tenant will enjoy the leased premises
in good stead and will maintain them permanently and their equipment and facilities in perfect condition. He will also carry out,
at his own expense, throughout the duration of this lease, all repairs, repairs, replacements, Including those falling within the
scope of Article 606 of the Civil Code, or brought up to standards of whatever nature or importance, which would be necessary or
useful, as and when they are, without exception or Reserves, including those due to age, major case or imposed by the administration,
by laws or regulations.


 


The Lessee expressly waives all guarantee
and indemnification by the lessor as a result of defects or defects of any kind, even due to obsolete or force majeure, affect
directly or indirectly, the leased premises or the immovable in which it is located.


 


In particular, it must: - maintain and
replace, if necessary, all specific equipment (air conditioning, ventilation, electrical installations, telephone, etc.) in accordance
with the standards in force and make them in perfect working order; At its own expense, any meter replacement and any change in
connection or installation that may be required by any dealer or distributing company,


 


- Maintain and replace if necessary the
closures, shutters, closing curtains and make them in perfect state of cleanliness, maintenance and operation.


 


- Maintain and replace if necessary floor
coverings and remedy the appearance of spots, burns, tears or any degradation in general.


 


- Maintenance of paints and wall coverings
or partitions by repairing them whenever necessary.


 


- Maintain or assume the renovation itself
if the building is rented to him in full, or if he leases only one part to reimburse the lessor his share of the maintenance or
repair of the facades of the building 'building.


 


It shall also reimburse the Lessor for
the cost of any work of any nature or importance, including renovation or replacement, which would be carried out in the common
areas of the building or building complex or Made by the Lessor at the place and place of the Taker to compensate for the deficiency
of this one.


 


The Lessee will be liable for any damage
arising as a result of abuse of use either by its act or by a third party. He shall under no circumstances do anything or let anything
that may damage the premises and he shall immediately notify the Lessor of any deterioration or deterioration that may occur in
the rented premises.


 


13.4.2 - Works prescribed by the Administration,
laws or regulations


 


The Tenant will do his / her personal business
for the duration of the lease of the conformity of the premises and their permanent maintenance in compliance with all the existing
and future applicable administrative and police regulations, both in the premises and in the activity which Shall be exercised
therein, and in particular the regulations governing establishments receiving the public and / or the Buildings of Great Height
applicable to it.


 


It will also undertake to obtain the authorizations
prescribed by the texts in force and to come for the exercise of its activity in the rented premises.


 


It will comply with all recommendations
and injunctions issued by the Labor Inspectorate, the Hygiene and Safety Commissions and more generally of all the Services Administrators
concerned so that the Landlord cannot be concerned or even sought on this subject.


 


It is also agreed that, in the event that
the Administration or any authority whatsoever, would at any time require a modification of the premises subject to this lease
as a result of the activity of the Lessee, It is also agreed that, in the event that the Administration or any authority whatsoever,
would at any time require a modification of the premises subject to this lease as a result of the activity of the Lessee, and even
if this requirement is constitutive In case of force majeure, all the costs and consequences of these modifications, adjustments
and adaptations will be fully borne by the Lessee who is obligated to do so. This work must be carried out within the prescribed
time limits in such a way that the liability of the Lessor cannot be sought in any capacity whatsoever. Such work, whatever its
nature, shall, upon termination, be carried out in accordance with the provisions of Article 13 hereof. In case of expropriation
for public utility as well as in case of amicable settlement in the context of a project of general interest, the Lessee cannot
claim anything from the Landlord, all his rights being reserved against the expropriating party or the transferee. This work should
be completed within the time prescribed so that the responsibility of the landlord can be sought in any capacity whatsoever.


 




     


     


    

 


 


This work whatever kind shall, on pain
of termination, be executed in accordance with Article 13 hereof.


 


In case of eminent domain or in case of
amicable transfer regularized as part of a project influence of general interest, the Lessee may not claim anything to the Lessor,
all rights are reserved against the expropriating party or the transferee.


 


13.4.3 –Failure by the lessee
of the work to its charge


 


The work done or caused by the Lessee shall
be subject to the Landlord's control or its representative.


 


A failure to execute any work incumbent
on the Lessee, and after formal notice remains unsuccessful over a month, the landlord will replace it and to realize by all companies
of his choice at the exclusive expense of the Lessee, without prejudice however good seems to the Lessor of the application of
the termination clause stipulated below, and all costs resulting from the damage caused by failure to observe the provisions of
this clause and those incurred in the proceedings.


 


13.5 - Maintenance and Maintenance Contracts


 


To ensure regular maintenance, safety and
durability of the building, the Lessee shall, at the option of the Lessor or subscribe and renew all maintenance contracts and
maintenance of the rented premises and their installations and facilities and provide a copy to the Lessor within one month of
its entry into enjoyment and every year, pay to Lessor the cost of the contracts that it would subscribe himself.


 


It will be checked annually and at its
expense, the functioning and the conformity the regulatory standards for equipping all local facilities, by a body approved by
the Plenary Assembly of Insurance Companies against fire.


 


It will meet the requirements contained
in these reports and solve all compliance work needed.


 


Without subscription contracts listed above
on time, the Lessor may, in the manner stipulated above, enter into itself such contracts with companies of choice and demand repayment
of their cost to the Lessee.


 


13.6 - Asbestos


 


The Lessee acknowledges having received
prior to date the technical file asbestos established at the initiative of the Lessor under the laws and regulations in force at
the date of conclusion of this lease.


 


In case he would seize the Lessor an application
for authorization to work and where the latter would give him the Lessee shall carry out its work, including those relating to
the possible presence of asbestos and, if appropriate, that 'to his confinement or withdrawal, in his capacity as prime contractor
under its responsibility and at its sole expense. In such a case, it will be up to him to ensure strict compliance with all legal
and regulatory requirements in force, so that the Lessor is never worried nor sought.


 


In the event that would prove the need
for work to withdraw or appropriate containment of asbestos in the building or the leased premises, the Lessee renounces to the
landlord in any application, including indemnity, and that in any form whatsoever (including to resolution or termination of the
lease, rent reduction, compensation or other ... ..) and regardless of the duration of such works and their impact to the Lessee.


 


ARTICLE 13.7 - Accession


 


All work, embellishments, upgrades, installations
and other constructions made by the Lessee there, including those that might be imposed by laws and regulations, will become at
the end of this lease, the property of the landlord without compensation and without prejudice right reserved to the Lessor to
demand from the Lessee at its expense the discount in the initial state of the premises for the work that would have been authorized
or not by him.


 


The Tenant agrees not to remove or dismantle
the facilities, installations or improvements authorized or not by the landlord without the consent of the latter.


 


ARTICLE 13.8 - Repayment of local


 


A month before the end of the lease the
Lessee shall inform the Lessor by registered mail with return receipt to the date of his move and communicate his new address.


 


Before any removal, even partial, of furniture
and equipment, the Lessee shall have paid all the rent and terms of accessories and justified presentation of acknowledgments of
payment of contributions to his office, as the years passed and the year in progress.


 


§ 1 - Pre-inventory - The situation
today


 


The Lessee shall, not later than the day
of the expiry of the lease, return the rented premises in perfect condition.


 


The Lessor may proceed with the establishment
of a pre-inventory the expense of the Lessee.


 


In all cases, there will be at the expense
of the Lessee, in a contradictory output places at the request of the landlord, will be performed by a bailiff.


 


This inventory, the date will be determined
by agreement between the parties will be held no later than the day the lease expires.


 


§ 2 - Output Works


 


If, given the state of fixtures, work charged
to the Lessee prove necessary, it shall, within fifteen days of the notification made by the Lessor quotes or cost estimates prepared
him at the option of the latter by its own technical services or by all providers of their choice to agree or make its detailed
and justified on such estimates or cost estimates observations.


 


If silence or unjustified protest the Lessee
before the expiry of this deadline, estimates or cost estimates presented by the landlord can no longer be challenged by the Lessee
and will be deemed accepted by him.


 


The Lessee will be required to pay the
lessor without delay liquidated damages in the amount of restoration work.


 


This allowance will be granted to the lessor
without it being required to carry out the work for any reason whatsoever.


 


Furthermore, if these works require immobilization
of the building beyond the term of the lease, the Lessee shall bear the Landlord and solve the compensation provided for in Article
18 hereinafter.


 




     


     


    

 


 


ARTICLE 14 - LOCAL TOUR


 


§1 - visit during the course of
the lease


 


The Lessee will leave the Lessor, his representative,
architect or Technical Design Office and all other contractors and workers to enter the rented premises and visit them to see their
condition, whenever it is deemed useful.


 


It will also let all work deemed useful
by allowing workers who have to carry out this work to enter the rented premises.


 


§ 2 - Visit during the notice period


 


The Lessee shall leave to visit the premises
by the landlord, his representative or prospective tenants in the event of termination of the lease during the notice period.


 


If necessary, he will suffer the affixing
of signs and posters intended to enable the search for a new tenant at locations suitable to the Lessor.


 


§ 3 Tour in case of sale of the
building or leased premises


 


The Lessee shall leave at any time to visit
the premises by the landlord, his representative, technicians or prospective investors in case of sale of the building or leased
premises. If necessary, the landlord may apply to any place of his choice, signs, posters, announcements etc. ... or intended to
enable the search of the buyer.


 


ARTICLE 15 - RISK INSURANCE AND REMEDIES


 


15.1 - Insurance Lessor


 


The Lessor will ensure the financial consequences
of the liability it may incur as owner.


 


The Lessor will ensure its property and
all the amenities and immovable nature of facilities, including the premises are equipped with the lease takes effect and in particular
against the risk of fire, explosion, storm and water damage.


 


Furthermore, the Lessee
shall reimburse Lessor all insurance premiums contracted by the Lessor. As such, the Lessee agrees to notify the landlord by registered
letter of any cause of aggravating risks arising from the development of its local or activity and any changes that will be subsequently
made therein, and to support the additional premiums that could result to the Lessor.


 


If the activity carried out by the Lessee
led either to the owner or to the neighbors or roommates, insurance premiums, the Lessee should pay those concerned the amount
of those premiums.


 


15.2 - Insurance Lessee


 


Lessee guarantee to the manifestly solvent
Insurance companies, the financial consequences of civil liability he may incur due to its activities, including with respect to
neighbors and third parties in general.


 


It will guarantee to a manifestly solvent
Insurance companies, its own assets and facilities that carry out, against all insurable risks, particularly against the risk of
fire, explosion and water damage.


 


It will subscribe a guarantee operating
loss and broken glass from taking possession of the leased premises.


 


It shall maintain and renew such insurance
, regularly pay the premiums and contributions and justify the lessor to any request on his part and in any case on each anniversary
date of the lease and for the first time, at the signing hereof.


 


15.3 - Waiver of action


 


The Lessee and his insurers waive any recourse
against the Lessor and his insurers because of the destruction or total or partial damage of all equipment, furnishings, any values
​​and goods due to deprivation or disorder enjoyment of the leased premises and even in case of total or partial loss
of the business, including intangible elements attached to that fund.


 


The Tenant undertakes to denounce this
clause to its insurers.


 


The Lessor and his insurers waive all recourse
in return they would be entitled to exercise against the Lessee and his insurer’saccidental loss covered by the policies
taken.


 


15.4 - Destruction of rented premises


 


Notwithstanding sections 1722 and 1741
of the Civil Code, it is agreed as follows.


 


In case of total destruction of the premises,
or any other event affecting the leased premises or even another part of the building and necessitating the total evacuation and
whatever the duration, the lease will be terminated automatically on demand the lessor or lessee, without compensation to either
side.


 


In case of partial destruction or any other
event affecting the leased premises or even another part of the building and necessitating the temporary evacuation of the building
or of all or part of the leased premises and whatever the duration, lessor shall have the sole right to choose between continuing
the lease or its part without termination indemnity sides.


 


The foregoing provisions shall apply regardless
of the root cause of the destruction or disposal.


 


ARTICLE 16 – ASSIGNMENT


 


Any sale or contribution of this lease
is prohibited except in full to the acquirer of the business of the lessee or the beneficiary of a contribution or merger transaction,
and subject to the notification provided in Article 1690 of the civil Code.


 


Any sale or contribution of this lease
granted (e) in violation of the preceding paragraph, without obtaining the prior permission of the landlord who will be called
to assist in the act result in the termination of this lease right .


 


In addition, the transferor Policyholder
or provider of lease rights will be co-debtor and guarantor jointly with its assignee or assignees and all successive beneficiaries
of the payment of rent and accessories, and more generally the enforcement of terms and conditions of the lease.


 


Similarly, any transferee or beneficiary
of lease shall automatically guarantee law and co-debtor jointly and severally with the transferor or the contributor of payment
of any amount due to the Landlord under this Lease on the implementation of all the clauses and conditions thereof.


 


The foregoing provisions apply on all cases
of transfer of right to lease any form whatsoever including in case of contribution to a company and must imperatively be reproduced
in the deed of transfer, contribution or merger.


 


In all cases, the sale or supply to be
concluded by deed and the Lessee shall provide the Lessor at no cost to the latter, an enforceable copy of the deed of transfer,
contribution or merger, in the month of signing, to serve as enforceable, as against the transferee or beneficiary against the
transferor or provider.


 




     


     


    

 


 


ARTICLE 17 - SUB-LOCATION, LOCATION
GERANCE, DOMICILIATION


 


The Lessee will not give his rent commercial
property management or a substitute, host or third domicile in the rented premises, even for free.


Total or partial subletting is prohibited.


 


ARTICLE 18 - OCCUPATION OR IMMOBILIZATION
OF PREMISES AFTER TERMINATION OF LEASE


 


If, after cessation or termination of the
lease, the premises would not be returned to the landlord in the due date, free of occupation and clutter, the daily occupancy
compensation payable by the Tenant or his beneficiaries up 'restitution, will be equal to the last daily principal rent increased
by 50% and increased loads and accessories due under this lease and VAT at the prevailing rate.


 


This allowance will remain due to the Lessor
after the departure of the Lessee during the time required to restore the site to state under this lease if the lessee is not the
process itself before his departure.


 


Moreover, in such cases, the deposit will
remain acquired the title to Lessor irreducible lump sum and legal costs will be borne by the Lessee. All without prejudice to
any other damages.


 


ARTICLE 19 - LEGAL CHANGES


 


The quality of the parties involved is
a key condition of the lease, the Lessee agrees to notify the landlord in any significant legal changes promptly, including statutory
changes (changing the name, legal form and registered office) or setting implementation of collective proceedings against him.


 


When co-takers by the effect of this lease
or death of the Lessee, the obligation of the co-holders or heirs shall be deemed indivisible and united as to the payment of rents
and accessories for the enforcement of clauses and conditions of this lease.


 


The heirs will support further and on the
same terms, the costs of service under Article 877 of the Civil Code.


 


ARTICLE 20 – ENTRY


 


If this contract would be the pledge registration
or object privilege, the Lessor shall immediately be notified by extrajudicial act by the Lessee, and at the latest within fifteen
days of registration.


 


ARTICLE 21 – CLAUSE


 


If payment when due of any amount due under
this lease, even as a penalty or prosecution costs, or rent arrears due to revision or indexing, or compensation of occupation,
or for breach of any provision of the lease, and after an order to pay or perform stayed a month without effect, this lease shall,
if good seems to Lessor, terminated automatically without needing to fulfill any formalities.


 


The judge in summary proceedings shall
be competent, if necessary, to order the eviction of the Tenant and the provision condemn the occupation indemnity under section
18 above, the whole subject to the other terms provided for in this lease and any other damages.


 


In case the Lessee get the judge grace
periods for payment of rent arrears, charges or other accessories, it is now agreed that the termination clause will be irrevocably
acquired, so good seems to Lessor, not only Failure to comply with a deadline, but in case of nonpayment of rent, common charges
and accessories during the course of time so obtained, without it being necessary for the landlord to send him any notice previously,
the lessee being warned by the only effect of the signing of this lease.


 


ARTICLE 22 - RESOLUTARY OR SUSPENSIVE
CONDITIONS


 


If the Special Conditions set out below
have one or more conditions precedent or subsequent, they will be governed by the following terms and stipulations.


 


22.1 - If the conditions precedent, the
lease will be effective only subject to and on the date of completion, within the agreed period, the last of them, or express waiver,
in the same period, at or part of the conditions by the party in the exclusive interest of which they were laid. Failing to implement
all or part of the conditions, unless waived by the receiving party as specified in the preceding paragraph, the lease will be
retroactively deemed null and void.


 


22.2 - In case of conditions subsequent,
the lease will be automatically resolved to the deadline in which they were to be fulfilled, and the expulsion of the Lessee may
be prosecuted upon appeal to the President of the competent Grande Instance ruling in chambers, without prejudice to any damages.


 


ARTICLE 23 - THE VAT


 


The landlord says he opted for liability
to VAT granted the lease, which is accepted by the Lessee. This tax will be charged to the Lessee, as well as any other tax that
would be substituted or added to it.


 


ARTICLE 24 – JURISDICTION


 


For the execution of these and their consequences,
the Lessee elects domicile in the rented premises and the landlord in his seat.


 




     


     


    

 


 


ARTICLE 25 – EXPENSES


 


All costs and fees hereof and those that
would result or consequence will be borne by the Lessee that it specifically requires. As such, the Lessee shall be liable for
the payment of fees act Writing in the amount specified in Article 32 of the Special Conditions .; they will be charged and payable
by the Tenant simultaneously with the first billing of rents and charges.


 


ARTICLE 26 – DESIGNATION


 


The leased premises consist of an office-use
tray according to the following attached map (Annex 1) as part of a freehold property owned by the Lessor, and parking in the basement
as below designated:


 


Building:23/25 rue de Berri 75008 Paris


 


ARTICLE 27 – PREMISE’S PURPOSE


 


Premises are rented exclusively on office
use and car parks.


 


The tenant's profession is travel selling.


 


ARTICLE 28 – DURATION


 


The lease is agree for nine years successively
and will begin on February 1st 2014 and will end on January 31st 2023.


 


The tenant will be able to cease the contract
at the expiry of each three year's term by giving notice to the leaseholder by bailiff at least 6 months beforehand apart from
a case presented in the next article


 


ARTICLE 29 – INITIAL RENT


 


Annual rent is fixed at 52,794€ charges
excluded and duty free. VTA at 20%. By express agreement between each parts the tenant give up on giving notice at the end of the
first three years term. He will be able to give it the end of the sixth.


 


The rent is payable at The headquarters’
leaseholder or at any place agreed with each other by quarter and beforehand January, April, July, October 1st of each year and
the first payment will be done February 1st 2014.


 


However, the leaseholder agree to give
to the tenant an excess of 6 months charges excluded and excluding tax from February 1st 2014 to July 31st 2014. The first rent
will be paid at August 1st 2014.


 


Charges, expenses and taxes of any nature
will be due starting at February 1st 2014. The tenant will pay charges, expanses and renting taxes according to the article 32.


 


ARTICLE 30 – RENTING INDEXATION


 


Index of reference: index INSEE of the
3rd quarter 2013 being 1612


 


ARTICLE 31- DEPOSIT


 


A deposit of an annual's rent quarter taxes
excluded being 13,198.50€ will be paid by the tenant at the signature of the contract.


 


Moreover, a security at first application
of 52,794 € by a first class bank having its headquarter located in France, will be paid to the leaseholder.


 


The amount of the security will rise according
to the rent to always reach a one year rent taxes and charges excluded.


 


This security will be paid to the leaseholder
in a period of three weeks from signature's lease at risk of termination of the contract. It must be effective during the length
of the lease and beyond 3 months after the tenant's departure.


 


If, for any reason the security is not
effective, it should be immediately replaced by a new one with the same features and the same amount.


 


At the end of the first quarter, the leaseholder
agree to examine the last statement of account's tenant. In case of propitious analysis, the leaseholder will be able to decide
whether or not to remove the security. In return, the security is maintain.


 


ARTICLE 32- CHARGES


 


The tenant agree to pay charges, services,
expanses and renting taxes being for the 1st year: 9,427.50€ all taxes included.


 


These charges will be paid beforehand by
quarter every three months with the rent.


 


A regularization will be done every year.