MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (“Agreement”) is made and executed by

and between:

___________________________, a domestic corporation

registered and incorporated under the laws of the Republic of the
Philippines with office address at __________________________
represented by its President and ________________, hereinafter
referred to as the “FIRST PARTY”;

-and-

_________________, of legal age, Filipino, and residing at

_________________, hereinafter called the “SECOND PARTY”;

-WITNESSETH-

WHEREAS, the First Party is a full service real estate company specializing
in the development, improvement and management of real properties in the
Philippines;

WHEREAS, the Second Party has interest in developing the “Property”,

covered by Transfer Certificate of Title No. _________, in the name of
________________, comprising of ninety eight hectares, more or less, and located
in Brgy. Putatan, Muntinlupa City;

WHEREAS, by reason of lack of sufficient capital, the Second Party is

unable to maintain the preservation, initiate the development of said parcels of
land, and pay the real property taxes imposed thereon;

WHEREAS, the First Party is willing to aid the Second Party in the
development, preservation and protection of said Property, either through
monetary aid or other means legally feasible;

IN VIEW THEREOF, the Parties agreed to enter into and execute a

Memorandum of Agreement subject to the following terms and conditions:

1. Obligations of the First Party:

a. Consideration. The First Party agree to pay monetary considerations

in total amount of Thirteen Million Pesos (Php13,000,000.00)
intended initially as mobilization funds for the processing of the
necessary legal documents appertaining to the property involved.

For purposes of this provision, the Second Party acknowledge the

receipt of the amount of Two Million Pesos (Php2,000,000.00), and
Three Million Pesos (Php3,000,000.00) from the First Party’s sister
company, Alster Int’l Shipping Services, Inc., the voucher receipts of
which are attached hereto as Annexes “2” and “3”.
2. Obligations of the Second Party.

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 a. Survey. The Second Party shall cause the procurement of the
appropriate survey plan and deal with the Land Management
Bureau and all appropriate government agencies, to ensure the net
size of the remaining disposal and under-developed portion of the
property, for purposes of the following:
i. to determine the real property taxes to be paid thereon;
ii. to determine which portion thereof may be owned, acquired
and developed by the First Party.

b. Payment of Taxes. The Second Party shall secure the payment of real
property taxes on the property. Moreover, taxes on any part thereof
subject of any litigation, donation, conveyances, including but not
limited to road, forest and unsaleable portions, shall be her sole
responsibility. Provided that, a Statement of Account from the
Assessor’s Office must be provided to the First Party. Provided
further, that the Second Party shall take advantage of any and all tax
credit and/or amnesty available.

c. Secure the Premises. The Second Party shall secure the premises of
the property.

d. Examination of necessary documents. Prior to the execution of an

instrument of sale, the following documents must be provided to the
First Party:

i. Certified True Copies of Title/s;

ii. LRA Certificate;
iii. Approved Subdivision Plan;
iv. Tax declarations;
v. Statement of Account from Muntinlupa City Assessor’s
Office;
vi. Spousal consent of seller/owner, and two primary
identification cards issued by the government, with three
specimen signatures, if applicable;
vii. List of creditors, if any;
viii. Duly notarized public instrument from the National Housing
Authority indicating that it has no claim over any portion of
said property;

The parties agree that these documents shall be produced on July 1, 2019. The
production thereof, complete in form and substance, shall serve as a condition
for the release of the remaining Eight Million Pesos (Php8,000,000.00).
Conversely, failure to produce the above documents shall entitle the First Party
to recover whatever monetary consideration previously advanced as
mentioned in Paragraph 1, Section a above, within 5 days, without the need of
prior demand.

3. Guaranteed right. Upon disbursement of the remaining Php8,000,000.00, the

Second Party shall cause the segregation of a total land area of fifteen hectares
from the property as a guaranty that the First Party shall become the owner
thereof. Further, the First Party shall have the preferred right to choose the area
where said fifteen hectares shall be segregated from. Thereafter, the ownership

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 and possession thereof shall be conveyed and delivered to the First Party, free
of illegalities and improprieties. For this purpose, it shall be incumbent upon
the parties to execute an instrument of conveyance.

Provided, that in the event conveyance cannot be effected, the parties agree that
the total amount of Thirteen Million Pesos (Php13,000,000.00) shall be returned
to the First Party, with legal interest from the date of demand.

4. Warranties and Representations. The Second Party warrants and represents

that:

a. The Transfer Certificate of Title _________, covering the Property

was issued, free of illegalities and improprieties, by the appropriate
Registry of Deeds in the name of _______;
b. The she is the absolute owner of the above-mentioned property;
c. There is nothing that prevent her from selling, conveying and
transferring said property;
d. The property is devoid of any claimant, occupants, natural and
artificial, legal or otherwise, debris and obstacles, and other effects;
e. The property subject of this Agreement is free of any claim,
encumbrances, and is not, in anyway, subject to any litigations,
judicial or extrajudicial settlements, and any government initiated
investigation.

5. Default. Material Default shall mean non-compliance with the provisions of

paragraphs 2 and 4 above. In which case, the First Party may unilaterally
rescind this Agreement, and the parties shall be restored to their respective
status quo ante. Provided, that when a specific provision for a refund is stipulated
herein, that provision shall prevail.

6. Adverse claim. Amounts paid for in consideration of this Agreement shall be,
and shall be annotated to the above title as adverse claim.

7. Incorporation to future contracts. This Agreement is prefatory to all future

contracts, ventures or agreements involving the property, and all covenants
herein shall be incorporated to them by reference.

8. Effectivity. By the signatures of the Parties, all previous verbal and / or written
arrangement concerning the subject of this Agreement shall be deemed
incorporated herein, and the provisions hereof shall take effect on the day of
their written conformity.

9. Survivability. This Agreement shall be binding upon the Parties, their

successors and assigns. The declaration of nullity of any particular above
provision shall not affect the validity of the entire covenant or other parts
hereof.

IN WITNESS WHEREOF, the Parties set their hand on this Memorandum

of Agreement on this _________________ in _________________, Philippines.

_____________
First Party ______________________________

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By: __________
Second Party
___________________________
_______________
President and CEO

Signed in the presence of:

_________________________________ _________________________________

REPUBLIC OF THE PHILIPPINES)

) S.S.

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in ____________________, this

________________, personally appeared the following persons, with their
respective competent evidences of identity:

ID No. ID Type:

all known to me and to me known to be the same persons who executed the
foregoing Memorandum of Agreement which they acknowledged to me to be their
free and voluntary act and deed, consisting of only 4 pages, including this page in
which this Acknowledgement is written, duly signed by them and their
instrumental witnesses on each and every page hereof.

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

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2019.