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Option Money Agreement

OPTION MONEY AGREEMENT

Received by METROSTAR PROPERTY HOLDINGS, INC. (SELLER), from

________________________________________________ (BUYER), the sum of ONE MILLION PESOS ONLY
(PHP1,000,000.00), covered by __________________________ Check No. _________________, dated September
___ 2018, representing OPTION MONEY for offer to purchase a parcel of land and the improvements
thereon, located at Quezon Avenue, Quezon City, covered by TCT No. N-285197 of the Registry of
Deeds for Quezon City, with a total lot area of approximately 1,500 sqm, hereafter referred to as the
PROPERTY.

By virtue of this Option Money, the parties agree to the following terms:

1. The Option Money is tendered by the BUYER and accepted by the SELLER solely for the
purpose of granting exclusive and irrevocable option unto the BUYER to purchase the Property and
conduct its due diligence procedure for a period of Forty Five (45) days counted from the
execution of this Agreement and tender of the Option Money. It shall not form part of the
purchase price for the Property, and nothing in this Agreement shall be construed as perfecting a sale
by and between the Parties, except until the Parties have agreed to enter into a Contract to Sell. In
the event a Contract to Sell is executed by the Parties, SELLER shall refund the Option Money, and the
BUYER shall pay the Purchase Price as provided in the Contract to Sell.

2. The total purchase price for the Property is Three Hundred Forty Eight Million Seven
Hundred Fifty Thousand Pesos only (PHP348,750,000.00).

3. BUYER expressly acknowledges the following facts declared by the SELLER:

a. That the Property is leased in favor of PILIPINAS SHELL up to year 2023, which lease is
annotated at the back of TCT No. N-285197;

b. That the Property is mortgaged to Metropolitan Bank and Trust Company, Inc. (MBTC),
which mortgage is annotated at the back of TCT No. N-285197.

4. The SELLER undertakes to give full transparency and notice to the BUYER within a period of
Forty Five (45) calendar days, regarding the status of PILIPINAS SHELL’s waiver and/or termination
of their right of first refusal over the Property, and once secured, present a copy of the Waiver to the
BUYER. Within the same period, the BUYER shall undertake and complete its due diligence
procedure on the Property and all matters it may deem relevant to the purchase.

If SELLER defaults or fails to perform the acts required of it in this agreement, BUYER
shall be entitled to a return of the Option Money within three (3) days from receipt of written
demand by the SELLER, or the right to seek specific performance with damages pursuant to
the terms of this Agreement.

5. For the period of this Option Money Agreement, SELLER binds itself not to offer the Property
for sale to the public. If, on or before the expiration of the 45-day period, the BUYER opts to
withdraw its offer for reasons other than serious defect on title or issue on ownership of the Property,
this Option Money Agreement shall be automatically cancelled without need of upon the sending
of written prior notice or demand to the BUYER. The full amount of the Option Money shall be
forfeited in favor of the SELLER, and SELLER shall be at liberty to offer the Property for sale to other
buyers. If, however, the withdrawal of the offer to purchase is due to serious defect in title or issue
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Option Money Agreement

on ownership of the Property, the Option Money shall be refunded to the BUYER. The Option Money
shall likewise be refundable if:

a. PILIPINAS SHELL opts to purchase the Property under the same terms offered by the
BUYER; or

b. The SELLER is unable to secure the Waiver from Pilipinas Shell within the 45-day period,
unless the BUYER agrees for an extension of the period, in which case, the Option Money shall
remain with the SELLER until the waiver is issued by Pilipinas Shell or until the BUYER opts to
withdraw the offer to purchase, whichever comes first; or

c. The Parties agree to enter into a Contract to Sell for the purchase and sale of the Property,
in which case, the BUYER shall pay the full purchase price as provided in the Contract to Sell.

6. Upon presentation by the SELLER of Pilipinas Shell’s Waiver unto the BUYER, the Parties
shall execute a Contract to Sell over the Property within a period of Fifteen (15) days, providing
therein the terms and conditions of the sale, which shall include, but shall not be limited to, the
following:

a. The BUYER shall make a down payment in the amount of Ninety Million Pesos
(Php90,000,000.00), by way of manager’s check;

b. The SELLER shall cause the cancellation and release of the mortgage of the Property with
Metrobank within Sixty (60) days from signing of the Contract to Sell, and present a copy of the
Deed of Cancellation of Mortgage unto the BUYER;

c. Upon presentation of the Deed of Cancellation of Mortgage, the Parties shall execute the
Deed of Absolute Sale over the Property;

d. The balance of the purchase price shall be paid in full in manager’s check by the BUYER,
and the SELLER shall deliver the original owner’s copy of TCT No. N-285197 with full warranty
of a legal and valid title as provided by law, free and clear from any liens and encumbrances,
except the Lease of Pilipinas Shell;

e. The SELLER shall undertake the payment of VAT, Creditable Withholding Tax/Capital
Gains Tax, Business tax (if applicable), and 3% broker’s commission. All other expenses,
including documentary stamp tax, transfer taxes and fees, shall be for the account of the BUYER.

7. Upon the signing of the Contract to Sell, SELLER shall assign all of its rights and
obligations and the lease contract to the BUYER, but shall be liable for all accrued
obligations prior to the date of the Contract to Sell.

8. In the event SELLER fails to close the sale of the Property pursuant to the terms and
provisions of this Agreement and/or under the Contract to Sell, BUYER shall be entitled to
either sue for specific performance of the purchase of Property and Contract to Sell or
terminate such Contract and sue for money damages.

DONE THIS ______________________________________ at Quezon City, Philippines.

CANDIDA S. GOMEZ JEANNE G. LIM

President Buyer
MPHI
Seller
Mahabang Parang,
Sta. Maria, Bulacan
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Option Money Agreement

Witnesses:

______________________________ ______________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

_____________________________________ ) S.S.

BEFORE ME, a Notary Public for and in ________________________, this __________ day of
______________________, personally appeared, the following:

Name ID No. ID No. TIN No.

CANDIDA S. GOMEZ

JEANNE G. LIM

known to me and to me known to be the same persons who executed and signed the foregoing
instrument, together with their witnesses, consisting of three (3) pages including the page on which
this ACKNOWLEDGMENT is written and they acknowledged to me that the same is their free and
voluntary act and deed, as well as the free and voluntary act and deed of the corporations and/or
entities that they represent.

WITNESS MY HAND AND SEAL on the date and place first above written.

Doc. No. ________;

Page No. ________;

Book No. _______;

Series of 2018.