DEED OF ABSOLUTE SALE

OF A MOTOR VEHICLE

KNOW ALL MEN BY THESE PRESENTS:

This instrument made and entered into in the City of

Baguio this 31st day of December 2015 by and between:

ANGELEAH RAMIREZ MONTILDE, of legal age, Filipino

Citizen and a resident of #F7 Princeton, North Cambridge
Condominium, Bakakeng, Marcos Highway, Baguio City,
Philippines, hereinafter referred to as the VENDOR;

-AND-

JOY CATHERINE SAMSON, of legal age, single, Filipino

Citizen and a resident of #118, Km.3, Bakakeng Central,
Marcos Highway, Baguio City, Philippines, hereinafter referred
to as the VENDEE:

WITNESSETH

1. That the VENDOR is the absolute owner of a motor vehicle

covered by CR. No. 206500862 and O.R NO. 665248275
duly issued by the Land Transportation Office and more
particularly described as follows, to wit:

MAKE : MAZDA
SERIES : MAZDA 3 V
SERIAL/CHASIS No. : PE3BVSV251ZB00617
PLATE No. : ZAR554
MODEL : 2005
BODY : SEDAN
ENGINE NO. : AT2559
MV FILE NO. : 1380-00000317215

That for and in consideration of the amount of FIVE

HUNDRED THOUSAND (Php 500,000.OO) PESOS, receipt of
which is hereby acknowledged from the VENDEE to the entire
satisfaction of the VENDOR, the VENDOR hereby SELLS,
TRANSFERS AND CONVEYS in a manner ABSOLUTE and
IRREVOCABLE unto the said VENDEE his heirs, assigns and
successor-in-interests, and by these presents SOLD,
TRANSFERRED AND CONVEYED unto
 1. said VENDEE the above-described motor vehicle of which
the VENDOR is the absolute owner thereof;

2. That the VENDOR warrants that said motor vehicle is free

from any liens and encumbrances, not a stolen vehicle and
that the VENDOR will defend the title and rights of the
VENDEE from any claims of whatever kind or nature from
third persons.

IN WITNESS WHEREOF, the parties have hereunto affix

their hands this 31ST day of December 2015 at the City of
Baguio, Philippines.

ANGELEAH RAMIREZ MONTILDE

VENDOR
NON-PDL NO. A04-15-001817
EXPIRY DATE: 2017-12-05

JOY CATHERINE SAMSON

VENDEE
PRC NO. 0734808
VALID UNTIL: 7/13/2018

SIGNED IN THE PRESENCE OF:

______________________ ____________

Republic of the Philippines )

Done in the City of Baguio ) S.S.

ACKNOWLEDGEMENT

BEFORE ME, a NOTARY PUBLIC for and in the City of

Baguio personally appeared the parties with their
Identification Numbers as written below their names and
signature, known to me to be same persons who executed the
foregoing Deed of Sale and acknowledged to me that the same
is their free act and voluntary deed.

This Instrument, consisting of two (2) pages including the page

on which this Acknowledgment is written, is signed on each and
every page thereof by the party executing it and their witnesses
and sealed with my Notarial Seal.

WITNESS MY HAND AND SEAL this 31ST day of December

2015 in the City of Baguio, Philippines.

GRAY SIOANGAN TAMBIAC

Notary Public for Baguio City
Doc. No. 256 Notarial Commission No. 136-NC-14-N
Page 52 My Commission Expires on December 31, 2015
Book I ROLL NO. 63487; 05-08-14; Manila
Series of 2015 MCLE COMPLIANCE No. V-0002819; 7-03-14
PTR NO. 3978156; 01-05-15; Tadian, Mt. Province
IBP O.R. NO. 0980541; 01-05-15; Baguio-Benguet Chapter
 LOAN AGREEMENT

THIS LOAN AGREEMENT, made this 3rd day of March, 2009, by and
between SANTO Realty Inc., a corporation duly organized under the laws of
the Philippines, with principal office at 123 Rockwell Drive, Rockwell Center,
Makati City, Philippines, represented by its President, Ernesto Pogito,
hereinafter referred to as BORROWER, and Miguel Ares, of legal age, Filipino,
and with residence and postal address at 38 Maple Drive, Rockwell Village,
Makati, hereinafter referred to as the LENDER.

WHEREAS, Borrower is the owner of certain real property located in

Antipolo, Rizal, on which it is constructing an office building, hereinafter
referred to as the BUILDING;

WHEREAS, Borrower is the owner of a parcel of land evidenced by

Transfer Certificate of Title 123456789 where the Building will be
constructed;

WHEREAS, Lender is a director of the said corporation;

WHEREAS, Borrower wishes to borrow certain monies from Lender,
and Lender wishes to lend certain monies to Borrower, in order for Borrower
to meet certain financial obligations with respect to Borrower's construction
of the Building

NOW, THEREFORE, in consideration of the mutual convenants and

promises herein, all of which are deemed sufficient, it is hereby agreed to as
follows:

1. Immediately upon the full execution hereof, Lender shall lend to

Borrower the amount of Two Million Pesos (P 2,000,000.00) hereinafter
referred to as the LOAN. The Loan shall be funded immediately upon the full
execution hereof, by wire transfer, certified check, or cash, as determined in
the sole discretion of the Borrower.

2. The interest rate on the outstanding and unpaid principal amount

of the Loan shall be twelve percent (12%) simple interest, as calculated on
an annual basis assuming a 365‐day year.

3. The term of the Loan shall be twelve (12) months in length,

beginning on March 3, 2009 and concluding on March 3, 2010 hereinafter
referred to as the TERM.

4. The Borrower shall make payments of principal and interest to the

address of the Lender set forth hereinabove. The entire outstanding and
unpaid principal amount of the Loan, together with any interest and
penalties thereon, shall be due and payable at the end of the Term.
5. Borrower may prepay the Loan without premium or penalty at
 any time during the Term upon no less than five (5) days prior notice by
Borrower to Lender.

6. All other points not specifically agreed herein shall, unless in

conflict therewith, be governed by the provisions of the New Civil Code.

IN WITNESS WHEREOF, the parties have hereunto affixed their

signatures this 3rd day of March, 2009, at Makati City, Philippines.

__Ernesto Pogito__ ___Miguel Ares____

Borrower on behalf of SANTO Realty, Inc Lender

SIGNED IN THE PRESENCE OF:

__Jonathan Nepomuceno___ __John Paulo Salvahan__

 LEGAL RETAINER AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This RETAINER AGREEMENT is entered into by and between:

JAIME L. MENDEJAR, of legal age, Filipino, single and
with business address at 546 Philnation Bldg., Makati City,
hereinafter referred to as the “LAWYER”,

‐ and ‐

ABC Corp., a domestic corporation duly organized

and existing under the laws of the Republic of the Philippines
with business address located at 90 E. Rodriguez Jr. Ave.,
Libis, Quezon City herein represented by its President
ROMEO G. HENSON the former hereinafter referred to as
the “CLIENT”.

WITNESSETH:

WHEREAS. the CLIENT desires to retain the legal services of the

LAWYER to the exclusion of third persons with adverse interests;

WHEREAS, the LAWYER agrees to provide its legal services to the

CLIENT subject to the following terms and conditions:

1. The LAWYER shall make himself available for consultation

and advice on legal matters concerning the business operations of the
CLIENT provided that a request for appointment is given a reasonable
amount of time beforehand. The LAWYER shall likewise assist in building and
maintaining the CLIENT’s goodwill and business, economic, and social
relationships with other business enterprises and similar entities;

2. The LAWYER shall assist the CLIENT in the preparation and

notarization of documents wherein a simple acknowledgment or jurat is
required. Where large scale transactions are involved, such as but not limited
to, deeds of conveyance or sale, or large scale preparation of contracts and
other similar ventures, wherein the consideration involved amounts to or is
greater than ONE MILLION PESOS (P1,000,000.00), the LAWYER reserves the
right to assess the CLIENT for compensation by way of reasonable notarial
fees;

3. The LAWYER shall prepare legal pleadings and motions,

including but not limited to complaints, answers, briefs, compromise
agreements, etc., as may be required for the enforcement of the CLIENT’s
rights and the protection of its interests in judicial actions filed for or against
the CLIENT. The LAWYER waives any additional retainer fee or acceptance
fee for each and every case the CLIENT finds itself involved in. The LAWYER
reserves the right however to bill the CLIENT for reasonable Legal Research
Fees for pleadings requiring extensive research and considerable time to
complete such as, but not limited to, position papers, memoranda of law,
appeal briefs, etc. The LAWYER likewise reserves the right to bill the CLIENT
for Appearance Fees for its presence during trial hearings upon presentment
of the corresponding billing statement. The LAWYER shall charge appearance
fees equivalent to TEN THOUSAND PESOS (P10,000.00) per appearance.

The foregoing fees may also be assessed if the attending lawyer of

the LAWYER is required to attend conferences, meetings, and negotiations
outside the law office upon request of the CLIENT. It is hereby agreed that
the foregoing fee is limited to four (4) hours only. Should the time given by
the attending lawyer exceed the four‐hour limit, the LAWYER may assess
appearance fees anew for the next four hours or a fraction thereafter.
In the event that the CLIENT should require the attendance of the
LAWYER in any meeting outside of the regular working hours of 8 am to 5 pm
or during holidays and rest days the appearance fee due to the LAWYER shall
be double of the rate herein mentioned;

4. The CLIENT undertakes to pay or cause to be paid at the

beginning of each month accruing the sum of FIFTY THOUSAND PESOS
(P50,000.00) to the LAWYER as regular monthly Retainer Fee. The LAWYER
reserves the right to increase the rate of the Retainer Fee after sixty days
from execution of this Agreement upon considered evaluation that the
volume of work required of it by the CLIENT exceeds what was reasonably
perceived by the former upon signing hereof. The rate of the increase shall
be commensurate to the amount of work required by the CLIENT. It is
understood that the RETAINER FEE herein mentioned shall be paid in
advance at least a day before the month accruing. FURTHER, all attorney’s
fees charged by the LAWYER to the client shall be net of withholding taxes,
Value Added Taxes and the like;

5. The CLIENT undertakes to reimburse the LAWYER any out of

pocket expenses which includes documentation, logistical, and other
miscellaneous disbursements required in consequence of matters handled
by the LAWYER for the CLIENT. The LAWYER agrees to advance reasonable
amounts for the CLIENT’s expenses from time to time for purposes of
convenience which the latter hereby undertakes to reimburse;

6. In the event that the CLIENT desires to retain the services of

other counsel and to terminate this Retainer Agreement, it shall inform the
LAWYER in writing 30 days prior to the intended date of termination of this
Contract in order to allow the latter ample time to make an accounting and
liquidation of the CLIENT’s concerns, Provided: that if the CLIENT desires to
engage the services of other counsel without necessarily terminating this
Agreement, then the LAWYER is hereby given the option to terminate this
Contract after due notice in writing to the CLIENT. It is understood that the
retainer shall commence from April 1, 2009;

7. The LAWYER reserves the right to terminate this Retainer

Agreement should the CLIENT be deemed by reasonable standards to be
uncooperative or otherwise indifferent in any matter handled for it by the
LAWYER. The parties agree that this Agreement serves as the CLIENT’s
consent for the withdrawal of the LAWYER from any case or proceeding
pending before the courts or other tribunal or agency for all legal intents and
purposes.

Done in Makati City, this 1st day of April, 2009.

CLIENT: LAWYER:

ROMEO G. HENSON ATTY. JAIME L. MENDEJAR

Signed in the Presence of:

IAN CRUZ SARAH MACLANG

(ACKNOWLEDGMENT)
What Is a Joint Project Management Contract?
Project Management Contract is a project management contract that includes management of
Customer and Contractor resources with responsibility for the result.

PROPERTY MANAGEMENT CONTRACT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement is entered by and between SANTO REALTY

MANAGEMENT, INC. hereinafter called "AGENT," and SANTO PROPERTIES,
INC., hereinafter called "OWNER."

WITNESSETH:

That, in order to induce the AGENT to enter into this agreement,

OWNER hereby represents to AGENT that it is the OWNER of the following
described property:

Address of property:
SANTO One Prime Flats, 123 Shaw Blvd., Mandaluyong City, Philippines

In consideration of this representation and the fees to be paid,

AGENT agrees to act as management AGENT with respect to this property,
to use due diligence in the management of said premises upon the terms
herein provided, and agrees to furnish the services of his organization for the
renting, leasing, operating and managing of said premises subject to and in
accordance with the terms and provisions set forth below.

I. AGENT'S COMPENSATION:

A. A monthly management fee shall be charged, f or this

condominium property managed by SANTO REALTY MANAGEMENT INC., ten
percent (10%) of the agreed collected monthly rent, but not less than
P5,000.00, payable on the first day of each month.

B. OWNER shall deposit with AGENT a funding deposit of P50,000.00

which shall be deposited to OWNER's account to pay bills incurred on the
property prior to commencement of the rental income stream.

C. Any interest earned on any tenant's security deposit shall be

retained by AGENT as an additional fee.
 D. Any late charge, judicial fine, penalty, or multiple damage; or
interest collected from the tenant shall be retained by AGENT as an
additional fee.

E. To grant the AGENT the exclusive right to sell, should said property
be placed on the market or sold during the period of this Agreement, or
within 6 months after its termination, the AGENT shall be considered the
procuring AGENT and entitled to 6% of the gross sales price as commission.

II. DISBURSEMENTS: AGENT shall pay OUT OF OWNER'S FUNDS AVAILABLE

the following as they shall accrue and in the order here set out:
A. AGENT's compensation, as set forth in Paragraph I.

B. Such advertising and utility bills (including gas, electric, and

water), necessary repairs and/or charges to maintain the property, and
cleaning charges as shall accrue or be necessary to preserve the property
during periods of vacancy or occupancy, or to put the property in a rentable
condition after vacated; or expenses to regain possession and/or to attempt
to collect delinquent rent subject to the provisions set forth below; or
necessary professional fees; or governmental assessments.

C. Proceeds to OWNER. Tenancy revenues, refunds, adjustments, or other funds due

OWNER.

D. IT IS EXPRESSLY AGREED THAT NOTHING HEREIN CONTAINED

SHALL BE CONSTRUED AS REQUIRING AGENT TO ADVANCE ANY OF ITS OWN
MONIES FOR ANY PURPOSE WHATSOEVER.

IV. GENERAL PROVISIONS:

A. GRANT OF POWER. Subject to the limitations set out herein,

OWNER grants AGENT full power and authority to lease, let, rent and demise
the real property described, or any part thereof, in its own name as AGENT
for OWNER. In order to effectuate the same, AGENT may enter into such
written contracts and/or leases as AGENT deems necessary, in its own name
as AGENT for OWNER. AGENT may collect and receive all rents arising as a
result of AGENT's management of the premises. AGENT may use such means
as are ordinary and customary in collecting or attempting to collect any
delinquent accounts. AGENT may, at his discretion evict any tenant who
violates any term of the lease. OWNER hereby assigns to AGENT any and all
delinquent rents which may accrue from any tenant for the purpose of
crediting such rents to OWNER's operating account for required
disbursement.
 B. COLLECTION OF RENT. AGENT shall use such means as are
ordinary and customary to collect or attempt to collect any rent from any
tenant of the premises. In the event that legal action is necessary to obtain
judgment for possession of the premises, delinquent rent, or damages upon
other causes of action, AGENT is authorized to employ attorneys, to sue in
its own name as AGENT for OWNER, and to expend the sum of P20,000.00
from OWNER's account for such purposes without OWNER's prior
permission. Additionally, AGENT will, when requested by OWNER, instigate
action, legal or otherwise, for the collection of rents which is beyond the
discretion heretofore allowed to AGENT, provided such action is considered
reasonable by the AGENT.

AGENT SHALL NOT BE HELD MONETARILY RESPONSIBLE FOR ITS

INABILITY TO COLLECT RENTS. AGENT SHALL NOT BE HELD RESPONSIBLE FOR
ANY EXPENSES INCURRED FOR LEGAL ACTION INVOLVED IN THE COLLECTION
OF RENTS AND/OR THE EVICTION OF ANY TENANT AND/OR DAMAGES
INCURRED
TO THE PROPERTY. All such expenses shall be paid by OWNER, reimbursable
in the event AGENT is able to collect the rents, legal fees, or damages from
the tenant.

C. MAINTENANCE. AGENT shall have full authority to perform or to

cause to be performed such maintenance of the property as is reasonable
and necessary for the safety of the tenants and the preservation of the
property.
AGENT may, at his sole discretion, install fire/smoke detectors,
carbon monoxide detectors, and/or fire extinguishers on the property at
OWNER's expense.

In the event maintenance, repairs, or construction are required to

be performed on the property in excess of P50,000.00, AGENT shall be
entitled to a fee of ten percent (10%) of the total for said expenditures for
the supervision of same per incident.

D. DISCRETIONARY AUTHORITY. OWNER expressly grants AGENT

full power and authority to contract and pay for all repairs and cleaning costs,
not exceeding the amount of P10,000.00, which in its discretion it deems
necessary or advisable to maintain; or put the premises in a rentable
condition; or to repair the same in the event of damage or destruction to the
premises due to fire, windstorm, hail, flood, riot, civil commotion, tenant
abuse, or other causes resulting in damage to the premises, all out of the
OWNER's funds on hand. Should the estimate or contemplated cost exceed
the funds on hand, the OWNER shall promptly remit, upon AGENT's request,
the necessary balance.

In an emergency, as determined in AGENT's discretion, the OWNER

authorizes AGENT's expenditure in excess of funds on hand (above the
P10,000.00 limit) without prior authorization. OWNER shall thereafter
promptly remit, upon AGENT's request, the necessary balance.

Failure of OWNER to remit balances described in this subparagraph

shall result in AGENT's reimbursement therefor from subsequent revenues
ordinarily accruing and payable to the OWNER.

E. INSURANCE COVERAGE. OWNER is obligated, at OWNER's

expense, to keep the necessary Fire and Extended Coverage and Liability
Insurance current and renewed.

F. LIABILITY OF AGENT. It is agreed that AGENT shall use reasonable

and ordinary care in the selection of tenants and all other acts assigned for
performance by this Agreement. When any act is required of the AGENT, it
shall be done in the ordinary course of the AGENT's business.

G. ACCOUNTING FOR FUNDS. The AGENT shall furnish OWNER a

monthly accounting statement showing the receipts and expenditures with
respect to the premises, plus OWNER's monthly proceeds.

The AGENT shall furnish a final accounting upon the termination of this agreement
within thirty
(30) days from the date of a written request of management termination.

H. SECURITY AND DAMAGE DEPOSITS. All security and damage

deposits shall be returned to the tenant by the AGENT when the tenant
vacates the premises, subject to AGENT's determination, consistent with
Philippine law, whether the tenant has damaged the property in excess of
ordinary wear and tear, with the exception of accrued interest.

The AGENT shall properly account for sums retained for the purpose
of off‐setting OWNER's expenses for unpaid rent, utilities, cleaning charges
or repairs.

In the event litigation shall occur concerning security deposits, the

AGENT shall defend the same in its own name as AGENT for the OWNER and
at the OWNER's expense.
Should AGENT and OWNER disagree on the amount of security
deposit that the AGENT intends to refund the tenant, the AGENT may
forward the full amount, less interest, to the OWNER within five
(5) days notice of dispute. As of mailing, the AGENT shall have no further
obligation or liability whatsoever concerning the security deposit to any
person or entity and the OWNER shall hold AGENT harmless there from.
Should this Agreement terminate while an existing tenant's security
deposit is in the AGENT's possession, the AGENT shall forward that amount
in full, less interest, to the OWNER within ten (10) working days. As of
mailing, AGENT shall have no further obligation or liability whatsoever
 concerning the security deposit to any person or entity; the OWNER shall
hold AGENT harmless therefrom.

I. TERMINATION. This agreement may be terminated by either

party upon sixty (60) day's written notice. If so terminated, the OWNER shall
retake possession of the premises, subject to the rights of any tenant
rightfully in possession. OWNER's proceeds shall be distributed by the AGENT
thirty
(30) days after termination, unless outstanding AGENT or third‐party
obligations remain, in which case distribution shall be accomplished
immediately after such last obligation is satisfied.

J. PARTIAL WAIVER OR ACQUIESCENCE NO BAR. AGENT's waiver,

forbearance, or acquiescence of any of its rights or remedies, in whole or in
part, shall not serve to waive, bar, or compromise any contemporaneous or
subsequent right or remedy.

K. WHOLE AGREEMENT. This writing embodies the entire

agreement between the parties and is not based upon any other
representation whatsoever, expressed or implied, except as herein
contained. The Agreement cannot be modified except in writing and agreed
to by the parties.

L. EFFECTIVE DATE. Management by AGENT shall be effective on 5

January 2009 and shall be effective for a period of one year or ending on 5
January 2010.This agreement shall automatically be renewed for additional
one year periods from the end date stated as its ending date unless written
notice of its non‐renewal is given.

IN WITNESS WHEREOF, the parties hereto have hereunto set their

hands this 4th day of January 2009 at the City of Makati, Philippines.

___MA. ANGELA AGUINALDO__ __JONATHAN FRANCIS NEPOMUCENO_

President President
SANTO REALTY MANAGEMENT INC. SANTO PROPERTIES INC

WITNESSES:
 __Superman ___Iron Man__

CONTRACTORSHIP CONTRACT

KNOW ALL MEN BY THESE PRESENTS:

THIS AGREEMENT made this 1st day of May, 2017, by and between ROYAL CONSTRUCTION
COMPANY, (Contractor), and CITY GOVERNMENT OF BAGUIO, (Owner).

WITNESSETH:

WHEREAS, that the Contractor and the Owner for the consideration named agree as follows:

ARTICLE 1. SCOPE OF THE WORK

The Contractor shall furnish all the materials and perform all of the work shown on the drawings
and/or described in the specifications on the attached Exhibit A, as it pertains to work to be performed
on property located at

ARTICLE 2. TIME OF COMPLETION

The parties agree that time is of the essence, and therefore the work to be performed under this
Contract shall be commenced on or before the 12 day of June, 2017, and shall be substantially
completed on or before the 1st day of June, 2018.

ARTICLE 3. THE CONTRACT PRICE

The owner shall pay the Contractor the sum of ONE MILLION Pesos or the material and labor to
be performed under the Contract, subject to any additions and/or deductions made pursuant to
authorized change orders.

ARTICLE 4. PAYMENTS

Payments of the Contract price shall be paid in the following manner:

ARTICLE 5. GENERAL PROVISIONS

1. All work shall be completed in a workmanship like manner and in compliance with all building
codes and other applicable laws.

2. To the extent required by law all work shall be performed by individuals duly licensed and
authorized by law to perform said work.

3. Contractor may at its discretion engage subcontractors to perform work hereunder, provided
Contractor shall fully pay said subcontractor and in all instances remain responsible for the proper
completion of this Contract.

4. Contractor shall furnish Owner appropriate releases or waivers of lien for all work performed or
materials provided at each time periodic payment is made hereunder.
5. All change orders shall be in writing and signed by both Owner and Contractor.

6. Contractor warrants it is adequately insured for injury to its employees and any others incurring
loss or injury as a result of the acts of Contractor or its employees and subcontractors.

7. Contractor shall at its own expense obtain all permits necessary for the work to be performed.

8. Contractor agrees to remove all debris and leave the premises in broom clean condition.

9. In the event Owner shall fail to pay any periodic or installment payment due hereunder,
Contractor may cease work without breach pending payment or resolution of any dispute.

10. All disputes hereunder shall be resolved by binding arbitration in accordance with the rules of
the American Arbitration Association.

11. Contractor shall not be liable for any delay due to circumstances beyond its control including
strikes, casualty or general unavailability of materials.

12. Contractor warrants all work for a period of months following completion. Signed this 1st
day of May, 2017

__ROYAL CONSTRUCTION COMPANY__ __CITY GOVERNMENT OF BAGUIO__

Contractor Owner
What Is a Joint Venture?
A joint venture is a business arrangement in which two or more parties agree to
pool their resources for the purpose of accomplishing a specific task. This task
can be a new project or any other business activity.

JOINT VENTURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This JOINT VENTURE AGREEMENT made and executed this 20th day
of April 1999 at Makati City, Metro Manila, Philippines, by and among:

RURAL FARMING, INC., a corporation duly organized and

existing under the laws of the Philippines, with office
address at 20 Cooper St., San Francisco del Monte, Quezon
City, represented herein by its President, LAURO CELESTINO,
hereinafter referred to as “FIRST LANDOWNER”;

‐ together with ‐

EVA CELESTINO, of legal age, Filipino, and with residence

address at 20 Cooper St., San Francisco del Monte, Quezon
City, for herself and as attorney‐in‐fact, by virtue of a Special
Power of Attorney executed in her favor, a copy of which is
attached hereto as Annex “A” and made an integral part
hereof, of MARIA RAFAEL CELESTINO, AURORA LUZ
CELESTINO and RUFINO CELESTINO, all of legal age,
Filipinos, and with residence address at 20 Cooper St., San
Francisco del Monte, Quezon City, and REGINA SOPHIA
CELESTINO, of legal age, Filipino, and with residence address
at 27‐B Angelo St., La Loma, Quezon City, referred to as
“SECOND LANDOWNER”;

Both are hereinafter referred collectively as the “LANDOWNERS”;

‐ and ‐

MANCON BERHAD‐CBDC JOINT VENTURE CORPORATION, a

corporation duly organized and existing under the laws of
the Philippines, with office address at 3rd Floor ITS Bldg.,
2308 Pasong Tamo Extension, Makati City, represented
 herein by its President and Chief Executive Officer, MARIO
A. ORETA, hereinafter referred to as the “DEVELOPER”.

WITNESSETH: That‐

WHEREAS, LANDOWNERS are the registered and lawful owners of a

parcel of land located in the Municipality of Gen. Trias, Province of Cavite,
with an aggregate area of five hundred six thousand three hundred seventy
(506,370) square meters, more or less, and covered by Transfer Certificate
of Title No. T‐276294 issued by the Register of Deeds of Cavite, hereinafter
referred to as the “Property”;
WHEREAS, DEVELOPER is a corporation engaged in the development
of agricultural, commercial and industrial lots into first class agricultural,
commercial and industrial complexes;

WHEREAS, DEVELOPER has offered to LANDOWNERS and

LANDOWNERS have accepted the offer of DEVELOPER to develop the
Property into a farm lot Project, hereinafter referred to as the “Project”

WHEREAS, LANDOWNERS and DEVELOPER will form a Joint Venture to effectively

undertake the

Project;

NOW, THEREFORE, for and in consideration of their mutual

promises and covenants, Parties agree to the following terms and
conditions:

I. CONDITIONS PRECEDENT

The perfection of this Agreement is pre‐conditioned on the following undertakings by the

LANDOWNERS:

1.1 to deliver the owner’s copy of the Property’s Transfer

Certificate of Title to DEVELOPER, accompanied by proof
that it is free from all liens and encumbrances whatsoever,
as referred to in clauses II and IV hereunder;

1.2 to deliver any certifications or documents showing the

exemption of the Property from the operation of the
Comprehensive Agrarian Reform Program (CARP);

1.3 to clear the Property from the presence of tenants or

occupants therein as well as any form of claims involving said
 Property;

1.4 to reconstitute the original copy of Transfer Certificate of

Title of the Property on file with the Registry Deeds;

1.5 to pay all real estate taxes due on the Property up to the last
quarter prior to the execution of this Agreement; and

1.6 to secure authorization from the Board of Directors of the

FIRSTLANDOWNER to enter into this Agreement.

II. THE PROPERTY

2.0 The Property is composed of five hundred six thousand three

hundred seventy (506,370) square meters, more or less, covered by Transfer
Certificate of Title No. T‐276294 issued by the Register of Deeds of Cavite in
the name of LANDOWNERS, a certified true copy of which is attached hereto
as Annex “B” and made an integral part of this Agreement.
2.1 LANDOWNERS guarantee that the entire Property is an
agricultural area, transferable, and free from all liens and encumbrances
whatsoever.

III. CONTRIBUTION OF PROPERTIES AND DIVISION OF PROFITS

3.0 Organization. With the signing of this Agreement, the

parties shall form a Joint Venture with equity participation of SEVENTY FIVE
PERCENT [75%] to DEVELOPER and TWENTY FIVE PERCENT [25%] to
LANDOWNERS.

The parties shall contribute to the Joint Venture the following:

3.0.1 LANDOWNERS shall contribute the Property; and

3.0.2 DEVELOPER shall contribute the development costs

sufficient to develop the Property into a Farm Lot Project.

3.1 Division of Profits. In return for the contribution of both

parties, LANDOWNERS shall be allotted Twenty Five Percent [25%], and
DEVELOPER Seventy Five Percent [75%], of the net profits of the Joint
Venture.

3.2 Computer of Net Profits. The net profits earned by the Joint
Venture shall be computed by deducting all marketing and advertising
expenses, commissions, and any and all taxes incurred by and as a
consequence of the Joint Venture.
 DEVELOPER may advance the payment, which shall then be
considered as advances made on its part, of disturbance compensation to
the legitimate tenants of LANDOWNERS. However, said amount shall be
deductible from the latter’s share in the net profit of the Joint Venture.

3.3 Title over Saleable and Non‐saleable Lots. As part of

DEVELOPER’s undertaking in the development of the Property into a farm lot
Project, the Joint Venture shall subdivide the Properties into saleable lots.

Being the registered owners of the Property, LANDOWNERS, upon

the execution of this Agreement, shall execute and sign a Special Power of
Attorney authorizing the duly designated Project Director to offer, negotiate,
enter into, execute and sign any and all documents, contracts, memoranda,
or papers transferring, conveying, ceding, assigning or selling any or all part
of the developed portion of the Property, to be known as the saleable farm
lots.

Correspondingly, certificates of title therein shall be issued in the

names of the buyers upon full payment of the purchase price. Titles to all
road lots, alleys, open spaces and other commonly used areas shall, after the
completion of the Project and at such time as agreed upon by the Parties, be
assigned to the Municipal Government of Gen. Trias, Cavite.

IV. UNDERTAKING AND WARRANTIES OF LANDOWNERS

4.0 LANDOWNERS warrant that they are the lawful, registered
and true owner of the Property, that the Property is free and clear from any
and all liens, encumbrances, charges, equities and claims of any kind, nature
and description, and that the Property is not covered by an existing lease or
option to purchase, lease or develop.

4.1 LANDOWNERS shall cause the relocation survey of the

Property to determine with definiteness the metes and bounds thereof.

4.2 LANDOWNERS shall contribute the Property to the Joint

Venture. LANDOWNERS shall transfer, consign, and convey the complete,
full and exclusive possession, control and management of the Property to
the Joint Venture. LANDOWNERS shall likewise guarantee to DEVELOPER
uninterrupted physical control over the Property and secure its premises
against unauthorized persons.

4.3 LANDOWNERS undertake to free the Property from any

tenants or occupants within the time set forth in clause I hereof.
LANDOWNERS shall pay the tenants in the Property the necessary
disturbance compensation.

4.4 LANDOWNERS shall cause the annotation, before the

Register of Deeds of Cavite, of this Agreement at the back of the title of the
Property.

4.5 LANDOWNERS undertake to execute any and all documents

necessary to obtain and assist the DEVELOPER in the procurement of the
pertinent permits, licenses and conversion, reclassification or exemption of
the Property for the implementation of the Project by DEVELOPER.

4.6 LANDOWNERS undertake not to sell, transfer, assign,

mortgage or in any manner dispose of a portion of or all of their shares in the
Joint Venture or in the net saleable lots, without first offering the same to
DEVELOPER.

V. UNDERTAKING AND WARRANTIES OF DEVELOPER

5.0 DEVELOPER, as its contribution to the Joint Venture, shall

develop the Property into farm lots.

5.1 DEVELOPER shall prepare the plan for the development of

the Property, including detailed engineering studies and timetable for
completion of each phase of the Project. The development plan shall include,
but not limited to, the following:

a. main road;
b. feeder roads leading to the individual lots;
c. uninterrupted water and power supply;
d. clubhouse;
e. nature preserve;
f. man‐made lakes;
g. access plaza; and
h. other structural amenities

5.2 DEVELOPER undertakes to complete the Project within a

period of three (3) years from the commencement of construction, which
may be mutually extended by the Parties.

The Parties may shorten the period of three (3) years for the
construction of the Project upon their mutual agreement, should the
Project be earlier accomplished, among other reasons.

5.3 DEVELOPER hereby agrees that out of the total saleable lots,
an area covering three (3) hectares shall be conveyed to SECOND
LANDOWNER at the prevailing selling price less 20%, the payment thereof
shall be deducted from the latter’s share in the net profits of the Joint
Venture.

5.4 DEVLOPER shall assist the LANDOWNERS financially in

freeing the Property from any and all tenants or occupants. As such,
DEVELOPER may advance the amount necessary to pay the said tenants the
agreed disturbance compensation subject to clause 3.2, second paragraph.

5.5 DEVELOPER undertakes not to sell, transfer, assign,

mortgage or in any manner dispose of its share in the Joint Venture or in the
net saleable lots, without first offering the same to LANDOWNERS.

VI. IMPLEMENTATION AND TERMINATION

6.0 Supervision, Monitoring and Marketing of the Project. The

implementation of the Project shall be directed and supervised by the
nominees delegated by the Parties in a seven‐man Oversight Committee,
which shall act on their behalf in connection with the Project. Five [5]
nominees shall be appointed by DEVELOPER and two [2] by LANDOWNERS.

A Project Director shall be nominated by the Committee. All the

expenses incurred in the hiring of a Project Director as well as in the
marketing and promotion of the Project shall be deemed part of operating
expenses of the Joint Venture.

6.1 Collection and Management of Revenues. The Committee

shall appoint a person or persons who will oversee the collection, receipt,
disbursement and management of the revenues received from the Project.
An established banking institution shall be nominated and approved by both
parties with which the collection shall be deposited and maintained.

6.2 Termination of Joint Venture. Two (2) years after the

completion of the Project, the sale of all saleable lots, the turn‐over of the
road lots, alleys and other common areas to the Municipal Government of
Gen. Trias, Cavite, and the final accounting of the total collection and
expenses, the Joint Venture shall be deemed terminated.

In the event that the Parties wish to conclude this Agreement prior
to the full development of the Property and/or sale of all saleable farm lots,
the Joint Venture shall be liquidated and the remaining unsold lots will be
distributed in the proportion agreed upon herein.

6.3 Non‐compliance of Conditions Precedent. If any of the

conditions precedent mentioned‐above have not been satisfied as soon as
possible from the signing of this Agreement and in
any event, within six (6) months after the date hereof or such later period
as mutually agreed upon by the parties, this Agreement shall have no effect
whatsoever.

Accordingly, DEVELOPER may choose to be reimbursed by

LANDOWNERS of all expenses and advances already incurred by reason of
this Agreement either in cash, with interest therefrom at twenty one percent
[21%] per annum, or in kind, with a portion of the Property chosen
specifically by DEVELOPER valued at Php250.00 per square meter.

However, should DEVELOER still opt to continue with the Project,

despite the delay or the non‐ performance of any of the conditions
precedent herein set forth, LANDOWNERS shall, after DEVELOPER signifies
its intention to continue, in no time comply with the above conditions.
Should LANDOWNERS still fail to perform said conditions, DEVELOPER shall
have the right to render this Agreement ineffective.

The immediately preceding provision is without prejudice to the

right of DEVELOPER to perform the necessary conditions herein set forth,
however, all charges and expenses incurred as a consequence thereof shall
be chargeable in full to LANDOWNERS.

VII. MISCELLANEOUS PROVISIONS

7.0 Termination of the Agreement. This Agreement shall

continue until terminated (i) by written agreement of the parties; or (ii) by
the sale of all assets and distribution of all profits of the Joint Venture as
stated in clauses 6.2 and 6.3 hereof. The foregoing shall be without prejudice
to the right of the parties at any time to agree on other mutually satisfactory
arrangements to equitably liquidate any remaining undivided interests in the
assets of the Joint Venture.

7.1 Mutual Cooperation. The Parties shall perform all acts and
execute and deliver all documents or instruments required or necessary to
fully implement or consummate the transactions contemplated by and the
intent underlying this Agreement.

7.2 Material Adverse Change. In the event that, at any time

prior to the complete performance by DEVELOPER of its obligations under
this Agreement, there shall occur an extraordinary change in circumstances,
including but not limited to, changes brought about by catastrophes and
calamities or material changes in the political and economic conditions of the
country, adversely affecting the construction and real estate development
business in the country and the ability of DEVELOPER to perform its
obligations under this Agreement, and which change is of such nature or
magnitude as to manifestly beyond the contemplation of the parties when
they entered into this Agreement, then and in such event, the period fixed
for DEVELOPER’s performance of its obligations hereunder shall be deemed
extended for such period and under such terms as may be equitably agreed
upon between the parties. The foregoing shall be without prejudice to the
right of the parties to negotiate in good faith for other mutually acceptable
alternative arrangements with respect to the subject of this Agreement.

7.3 Amendment, Modifications, or Revision. Neither party shall

 amend, modify, change or in any way alter any provisions of this Agreement
absent any agreement in writing to this effect.

7.4 Entire Understanding. This Agreement, and the documents

referred to herein or executed concurrently herewith, constitute the entire
understanding between the parties and
supersede any prior understanding or agreement with regard to the subject
matter hereof. There are no representations, agreements, arrangements or
understandings, oral or written, between the parties hereto relating to the
subject matter hereof which are not fully expressed herein.

7.0 Expenses. All expenses incurred by or on behalf of each party, including all
fees and expenses of agents, representatives, counsels, and accountants
employed by them, in connection with the negotiation, preparation and
execution of this Agreement shall be borne solely by the party who shall have
incurred the same, and the other party shall not have any liability in respect
thereof.

7.1 Assignment. This Agreement shall not be assignable by

either party hereto without the prior written consent of the other party,
except that DEVELOPER may, upon written notice to LANDOWNERS, assign
its rights herein to any corporation or entity in which DEVELOPER beneficially
owns at least 51% of the voting stock. Subject to the foregoing restriction, all
the terms and provisions of this Agreement shall be binding upon and inure
to the benefit of and be enforceable by the respective successors and assigns
of LANDOWNERS and DEVELOPER.

7.2 No Assumption of Liability. The DEVELOPER shall not be

held answerable for any obligations or liabilities of the LANDOWNERS
involving the Property and any obligations solely for the account or due to
the acts of the LANDOWNERS relative to this Agreement.

7.3 Settlement of Disputes. All disputes, controversies or

differences arising out of or in connection with this Agreement, including,
without limitation, questions of interpretation of any of the provisions of this
Agreement, shall be amicably settled by mutual consultation within thirty
[30] days after written notice thereof has been given by the complaining
party.

7.4 Venue of Action and Attorney’s Fees. The venue of any

action/s, arising out of or in connection with this Agreement after
consultation for amicably setting the dispute, controversy or difference of
the parties, shall only be at the principal place of business of DEVELOPER.
The prevailing party shall be entitled to reimbursement from the losing party
of all costs, expenses, fees and other charges incurred, including payment of
attorney’s fees, in the prosecution or defense of such action, which shall not
be less than Fifty Thousand Pesos (P50,000.00).
 IN WITNESS WHEREOF, the Parties hereto have caused these
presents to be signed and executed at the date and place above‐state