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MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

THE PARTIES:

Mr. _________, of legal age, Filipino, married and a resident of ____ Cebu City, hereinafter
referred to as “SELLER/OWNER”;

Mr. _________________________, both of legal age and residents of Cebu City, hereinafter
referred to as the “AGENT”;

W I T N E S S E T H, That

The parties have entered into this agreement on their own free will and agree to the following:

1. ASSET SUBJECT MATTER: The SELLER is the legal owner and has all the rights to sell the Asset
subject matter. The SELLER hereby grants the AGENT exclusive right to sell the Business and all
its rights and business of gas station 6V New Lacion Gas Station situated at Cebu North Road,
Pitogo, Consolacion, Cebu, Philippines, with a total land area of 1,200 square meters, involving a
leased Lot covered by Original Certificate of Title No. 1774 and more particularly described as
follows:
 the lease agreement made between the Lessor and the Lessee in connection with the
station;
 all machines and equipment, pumps and any other personal property attached to the
premises of the station;
 all inventory on hand at the premises, including all gas stored in the tanks and product
located on the premises;
 all customer information or documentation;
 all trade accounts receivable and inventory on hand located at the Premises and
prepaid expenses;
 all tangible property on the station, including all computers, machinery, equipment,
furniture, furnishings,, leasehold improvements, fixtures, structures, any related
capitalized items and any other property on the premises.

2. RESPONSIBILITY OF THE AGENT: The Agent has experience in marketing, advertising, and selling
gas stations and has expressed an interest to provide these services for the SELLER. In addition
to the duties incumbent on the AGENT under this Agreement, the AGENT shall:
a. Obtain all the information necessary for the sale of the Asset,
b. Market the property in behalf of the Seller
c. Arrange the buyer to inspect the Asset,
d. Conduct negotiations and submit all offers in relation to the asset to the Seller
e. Assist the Seller in entering into a binding agreement for sale and purchase with the
buyer.

3. PRICE: The price for this Asset is in PESOS: SIX MILLION PESOS (P6,000,000.00)

4. COMMISSION: In the event that the SELLER enters into a binding Contract for Sale with the
BUYER, through the AGENT, then the SELLER is liable to pay the AGENT a commission of 5% of
the transacted price and a 60/40 split from over and above of the transacted price of the
Business that will be negotiated with the buyer.

5. SCHEDULE AND MANNER OF PAYMENT OF COMMISSION: The Seller shall pay the Agent its
commissions within [COMMISSION PAYMENT DAYS] days of the Seller’s receipt of payment
from the purchaser, based on the amounts actually received.
6. MISCELLANEOUS PROVISIONS: Provision of this Agreement shall be subject to existing
applicable laws of the Philippines and the Parties agree to provide further assistance and
execute such documents as may be necessary or reasonably desirable to accomplish the intents
and purposes of this Agreement. The Parties shall render each other free from any harm,
damage or liability that may arise from or occasioned by the regular exercise of its respective
rights/duties under this Agreement. Any change or modification in the terms and conditions of
this Agreement shall mutually be agreed upon by the Parties and shall be incorporated herein
by way of an addendum/addenda signed by both parties.

7. EFFECTIVITY. This Agreement shall take effect take effect upon signing of this Memorandum of
Agreement and shall remain in full force until transaction is consummated and revoked.

IN WITNESS WHEREOF, the parties hereto set their hands on these presents this ______ day of
_____________ at Cebu City, Philippines.

SIGNED IN THE PRESENCE OF:

_________________________ ___________________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )


Cebu City )

BEFORE ME, A Notary Public for and in ______________, this ________ day of ______________, 2020,
personally appeared the following:

Name IDS PRESENTED

Known to me and to me known to be same persons who executed the foregoing instrument and they
acknowledged to me that the same is their free and voluntary act and deed as well as of the entities
they respectively represent.

This instrument consists of two (2) pages, including this page whereon this Acknowledgement is written
and signed by the parties and witnesses on each and every page thereof.

WITNESS MY HAND SEAL this 19TH day of MArch, 2020, at Cebu City.

Doc. No. __________;


Page No. __________;
Book No. __________;
Series of 2020.

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