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MEMORANDUM OF AGREEMENT KNOW ALL MEN BY THESE PRESENTS: This MEMORANDUM OF AGREEMENT entered into by and among the following: NICHOLAS B. CONTESA, single, of legal age, Filipino Citizen, and with postal address at #21 Ambuklao Rd., Baguio City, Philippines, hereinafter referred to as the FIRST PARTY; -and- DAMON B. SALVATORE, single, of legal age, Filipino Citizen, and with residence and postal address at #21 Marcos Highway, Baguio City, Philippines, hereinafter referred to as the SECOND PARTY; W I T N E S S E T H : WHEREAS, the SECOND PARTY, is the absolute owner and possessor of a MOTOR VEHICLE more particularly described as follows: MAKE : TOYOTA-RAV4 CHASSIS NO. : TYTA- 1907532580 MV File: 1987-00000742580 MOTOR NO. : 76T86Y863TOO TYPE : AUV PLATE NO. : ZNQ509 WHEREAS, the SECOND PARTY mortgaged to FIRST PARTY the above-described motor vehicle; WHEREAS, the PARTIES agreed to amicably settle the matter concerning the aforesaid motor vehicle; WHEREFORE, the parties agreed, as they hereby agree to enter into this Memorandum of Agreement, under the following terms and conditions, to wit: 1. The SECOND PARTY has a total obligation to the FIRST PARTY amounting to THREE HUNDRED THOUSANDPESOS (Php300,000.00) which refers to the principal amount of mortgage with interest and the expenses for foreclosure;

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Page 1: Contracts

MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This MEMORANDUM OF AGREEMENT entered into by and among the following:

NICHOLAS B. CONTESA, single, of legal age, Filipino Citizen, and with postal address at #21 Ambuklao Rd., Baguio City, Philippines, hereinafter referred to as the FIRST PARTY;

-and-

DAMON B. SALVATORE, single, of legal age, Filipino Citizen, and with residence and postal address at #21 Marcos Highway, Baguio City, Philippines, hereinafter referred to as the SECOND PARTY;

W I T N E S S E T H :

WHEREAS, the SECOND PARTY, is the absolute owner and possessor of a MOTOR VEHICLE more particularly described as follows:

MAKE : TOYOTA-RAV4 CHASSIS NO. : TYTA-1907532580MV File: 1987-00000742580 MOTOR NO. : 76T86Y863TOO

TYPE : AUV PLATE NO. : ZNQ509

WHEREAS, the SECOND PARTY mortgaged to FIRST PARTY the above-described motor vehicle;

WHEREAS, the PARTIES agreed to amicably settle the matter concerning the aforesaid motor vehicle;

WHEREFORE, the parties agreed, as they hereby agree to enter into this Memorandum of Agreement, under the following terms and conditions, to wit:

1. The SECOND PARTY has a total obligation to the FIRST PARTY amounting to THREE HUNDRED THOUSANDPESOS (Php300,000.00) which refers to the principal amount of mortgage with interest and the expenses for foreclosure;

2. The SECOND PARTY paid the total amount of ONE HUNDRED TWENTY THOUSAND PESOS (Php120,000.00) with a balance of ONE HUNDRED EIGHTY THOUSAND PESOS (Php180,000.00);

3. The PARTIES hereby agree that the balance of ONE HUNDRED EIGHTY THOUSAND PESOS (Php180,000.00) shall be paid in six (6) months from today as follows:

a. daily for three (3) months at three hundred (300.00) pesos per day for a totals of TWENTY THREE THOUSAND FOUR HUNDRED PESOS (Php23,400.00);

b. MONTHLY for three (3) months at TWENTY THOUSAND SEVEN HUNDRED PESOS (Php20,700.00) PER MONTH or a total of SIXTY TWO THOUSAND ONE HUNDRED PESOS (Php62,100.00);

4. With the payment of the foregoing obligation, the SECOND PARTY shall be released from any obligation from the FIRST PARTY with the release of the original Official Receipt and Certificate of Registration of the above-described motor vehicle;

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5. The PARTIES have entered into this agreement freely and voluntarily, and signify that they will comply with the terms and conditions thereof in good faith.

IN WITNESS WHEREOF, we have hereunto set our hands this 29th day of July 2014, at the City of Baguio, Philippines.

NICHOLAS B. CONTESA DAMON B. SALVATORE First Party Second Party

SIGNED IN THE PRESENCE OF:

LANCE F. NAVARRO FRANCO B. De Silva

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES } DONE: IN THE CITY OF BAGUIO } S.S.X ============================ X

BEFORE ME, a Notary Public in and for the City of Baguio, this 29th day of July 2014, personally appeared DANIEL W. MESSER and ERIC Q. DELKO who have satisfactorily proven to me their identities through their Passport No.MM9909871 valid until November 23, 2018 and Taxpayer Identification Number Card bearing number 123-456-789, respectively, that they are the same persons who executed and voluntarily signed the foregoing Memorandum of Agreement which they acknowledged before me as their free and voluntary acts and deeds.

This instrument consisting of TWO (2) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

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COMPROMISE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This COMPROMISE AGREEMENT is executed by and between:

JOSEFA MARIA B. CONCEPCION, of legal age, single, with postal address at #15 Engineer’s Hill, Baguio hereinafter referred to as the FIRST PARTY;

PINES DOCTOR’S HOSPITAL, INC., a corporation established and organized under Philippine laws with principal office and address at Magsaysay Rd., Baguio City, Philippines, repreaented by its Hospital Director DR. GEORGE P. PASCUAL, hereinafter referred to as the SECOND PARTY;-and-DR. RENATO B. BAUTISTA, with postal address at c/o PINES DOCTOR’S HOSPITAL, INC., Magsaysay Rd., Baguio City, Philippines, hereinafter referred to as the THIRD PARTY; WITNESSETH:

WHEREAS, the FIRST PARTY are the plaintiffs in Civil Case No. 89-1900, entitled "JOSEFA MARIA B. CONCEPCION," versus "PINES DOCTOR’S HOSPITAL, INC., et al.," pending in the Regional Trial Court of Baguio City, Branch 5 (Civil Case No. 89-1900), hereinafter referred to as the "Pending Case";

WHEREAS the SECOND PARTY and THIRD PARTY are the defendants in said Pending Case;

WHEREAS, all the parties are desirous of settling amicably the Pending Case, which as been pending for almost five (5) years, and thereby put to rest a long and costly litigation;

NOW, THEREFORE, in consideration of the foregoing premises, the parties hereby undertake as follows:1. The SECOND PARTY shall voluntarily undertake the following:1.1. to make available to JOSEFA MARIA B. CONCEPCION a private room at the PINES DOCTOR’S Hospital which is appropriate/adequate, considering her present medical condition, including the continued use of the hospital bed she is now using and a sofa bed, all free of charge and for as long as she remains clinically alive and in need of medical attention; and1.2. provide JOSEFA MARIA B. CONCEPCION, likewise free of charge, medicine, drugs, life-support systems, medical equipment and other facilities, medical assistance, neurological treatment and other appropriate medical services from competent nurses, doctors or specialists, which may be advisable or necessary to maintain her in her present condition, including treatment of complications or illnesses of whatever kind or nature which may arise from said treatment or condition.2. The THIRD PARTIES, individually, undertake to make available their expertise or services when and as needed by JOSEFA MARIA B. CONCEPCION, upon request by the FIRST PARTYor the SECOND PARTY: Provided, that, if for any reason whatsoever the THIRD PARTY are unable to do so, they shall exert their best efforts to make available the services of a substitute doctor or specialist, likewise free of charge.3. The parties agree to, and shall cause, the dismissal, with prejudice, of the Pending Case, including all claims and counterclaims therein, and agree not to file any similar case, whether civil, administrative or criminal, of any kind or nature whatsoever, arising from the same facts, incident, claim, cause or causes of action.4. Except as provided in paragraphs 1 and 2 hereof, the parties hereby mutually, irrevocably, freely and voluntarily release and forever discharge one another, including the officers, directors, employees, stockholders, successors-in-interest of the SECOND PARTY and the heirs and assigns of the THIRD PARTY, from any and all manner of action, causes of action, sum of money, damages, liability, responsibility, obligation, claims and demands whatsoever in law or

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equity, which they had, now have, or may have against each other, including, but not limited to, actual, moral, exemplary and all other damages or causes of action provided for under the law, if any, arising, directly or indirectly, from the facts and circumstances giving rise to, surrounding or arising from the complaint and/or counterclaims in the Pending Case , all of which claims or causes of action by these presents the parties hereby abandon and waive.5. This agreement shall not in any way be construed as an admission on the part of any party of any fault, negligence or liability, of whatever kind and nature, in connection with the Pending Case.6. In case of material breach of the terms and conditions of this agreement, the innocent party is hereby authorized to apply for a writ of execution in the Pending Case for the purpose of compelling compliance with the terms and conditions of this agreement.

IN WITNESS WHEREOF, the parties have hereunto set their hands this 26th day of July 2014 in the City of Baguio City, Philippines

PINES DOCTOR’S HOSPITALBY:

DR. GEORGE P. PASCUALHospital DirectorPassport No. JJ 3347891Issued on January 23, 2013Issued at Baguio City Second Party

DR. RENATO B. BAUTISTAPassport No.WW1112421Issued on November 5, 2012Issued at Baguio CityThird PartySIGNED IN THE PRESENCE OF:

SHAREE A. FIANZA ALASTER B. KELLY

A C K N O W L E D G M E N TREPUBLIC OF THE PHILIPPINES} DONE: IN THE CITY OF BAGUIO }S.S.X =========================== X

BEFORE ME, a Notary Public in and for the City of Baguio, this 26th day of July 2014 personally appeared DR. GEORGE P. PASCUAL, JOSEFA MARIA B. CONCEPCION and DR. RENATO B. BAUTISTA known to me through their competent evidence of identity provided below their respective names and signatures to be the same persons who voluntary executed the foregoing Compromise Agreement which they acknowledged before me as their free and voluntary acts and deeds.

This instrument consisting of TWO (2) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

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PARTITION AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This PARTITION AGREEMENT made and entered into by and between:

MALIKSI B. LORENZO, of legal age, single, Filipino citizen, with residence and postal address at 55 Navy Base, Baguio City, Philippines;

MAGITING B. LORENZO, of legal age, single, Filipino citizen, with residence and postal address at 55 Navy Base, Baguio City Philippines;

MAYUMI B. LORENZO, of legal age, single, Filipino citizen, with residence and postal address at 55 Navy Base, Baguio City, Philippines;

MAGILAS B. LORENZO, of legal age, single, Filipino citizen, with residence and postal address at 55 Navy Base, Baguio City, Philippines;

W I T N E S S E T H :

THAT the PARTIES are the registered owner of an unregistered land under Assessment of Real Property No. 88-005-01865 located in Bakakeng, Baguio City, Philippines with a total area of TWO THOUSAND (2,000) SQUARE METERS, more or less more particularly described as follows:

TECHNICAL DESCRIPTIONARP NO. 89-07-0192833

“Camotal land consisting an area of TWO THOUSAND (2,000) SQUARE METERS, more or less. Bounded on the North: Lot 1928; East: Lot 51929; South: Public Land; West: road. With an assessed value of EIGHTY THOUSAND PESOS (80,000.00).”

THAT the PARTIES have caused the subdivision of the aforesaid parcel of land into four (4) lots;

THAT the above Parties have agreed and covenanted, as by these Presents, do hereby agree and covenant, that:

1. FIVE HUNDRED SQUARE METERS shall appertain and belong to MALIKSI B. LORENZO, her heirs and assigns technically described as follows: TECHNICAL DESCRIPTIONS.05° 11’W. 22.5 M.S.77° 15’W. 25.2 M.N.35° 23’E. 23.7 M.N.23° 56’E. 7.23 M.N.34° 23’E. 9.19 M.

2. FIVE HUNDRED SQUARE METERS shall appertain and belong to MAGITING B. LORENZO, his heirs and assigns technically described as follows:TECHNICAL DESCRIPTIONS.88° 34’W. 15.53 M.N.49° 55’W. 15.17 M.N.45° 46’E. 4.73 M.N.88° 55’E. 24.25 M.S. 89° 01’E. 26.00 M.

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S. 02° 12’W. 13.15 M.

3. FIVE HUNDRED SQUARE METERS shall appertain and belong to MAYUMI B. LORENZO, her heirs and assigns technically described as follows:TECHNICAL DESCRIPTIONS.02° 12’W. 7.26 M.N.89° 01’W. 26.00 M.N.48° 42’W. 12.23 M.N.45° 46’E. 11.63 M.S. 49° 55’E. 15.17 M.N.88° 34’E. 15.53 M.

4. FIVE HUNDRED SQUARE METERS shall appertain and belong to MAGILAS B. LORENZO, her heirs and assigns technically described as follows:TECHNICAL DESCRIPTIONS.78° 41’W. 1.67 M.N.72° 14’W. 18.93 M.N.32° 05’W. 5.00 M.N.32° 05’W. 12.10 M.S. 89° 01’E. 21.00 M.S. 02° 12’W. 18.74 M.

NOW THEREFORE, for and in consideration of the above agreement, the Parties herein shall have the Assessment of Real Property No. 11-22-3456789 be CANCELLED by the Municipal Assessor’s Office and in lieu thereof to issue FOUR (4) new Declarations of Real Property for the four (4) lots in favor of the four(4) owners, respectively.

IN WITNESS WHEREOF, the Parties have hereunto set their hands, this 29th day of July 2014, in the City of Baguio, Philippines.

MALIKSI B. LORENZO MAGITING B. LORENZO Co-owner Co-owner

MAYUMI B. LORENZO MAGILAS B. LORENZO Co-owner Co-owner

SIGNED IN THE PRESENCE OF:

NICHOLAS B. CONTESA DAMON B. SALVATORE

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES } DONE: IN THE CITY OF BAGUIO } S.S.X ======================== X

BEFORE ME, a Notary Public in and for the City of Baguio, this 29th day of July 2014, personally appeared MALIKSI B. LORENZO, MAGITING B. LORENZO, MAYUMI B. LORENZO and MAGILAS B. LORENZO, who have satisfactorily proven to me their identities through MARINELLA M. MARCOS, who is personally known to me and who personally knows the parties, that they are

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the same persons who executed and voluntarily signed the foregoing Partition Agreement which they acknowledged before me as their free and voluntary acts and deeds.

This instrument consisting of TWO (2) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL

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PARTITION AGREEMENT OF A REGISTERED LAND WITH SIMULTANEOUS WAIVER

KNOW ALL MEN BY THESE PRESENTS:

This PARTITION AGREEMENT OF A REGISTERED LAND WITH SIMULTANEOUS WAIVER entered into by and between:

CAREN NIETO-WALKER, of legal age, widow, Filipino Citizen, with residence and postal address at Pias, Camp 7, Baguio City, Philippines;

CARLO L. NIETO, of legal age, widower, Filipino Citizen, with residence and postal address at Pias, Camp 7, Baguio City, Philippines;

CARLINOL. NIETO, of legal age, widower, Filipino Citizen, with residence and postal address at Pias, Camp 7, Baguio City, Philippines;

CASSANDRA NIETO-FOSTER, of legal age, married to Lionel Foster, Filipino Citizen, with residence and postal address at Pias, Camp 7, Baguio City, Philippines; and,

DINA PALO-NIETO, of legal age, widow, Filipino Citizen, with residence and postal address at Pias, Camp 7, Baguio City, Philippines.WITNESSETH:WHEREAS, the above-mentioned parties are the co-owners of that parcel of land situated at Pidawan, Bayabas,Sablan, Benguet, Philippines, and covered by TCT No.T-1086 containing an area of TEN (10) HECTARES by virtue of that Deed of Extrajudicial Settlement of Estate, which was entered in the Notarial Registry of Panfilo Santiago as Doc. No. 359; Page No. 23; Book No. I; Series of 1959, and more particularly described as follows:

Lot 1Transfer Certificate of Title No.T-1086, Lot 1. Beginning at a point marked 1 on plan F-49403, N. 86-09’ E. 2680.24 m. more or less from B.L.L.M. No.1, Mpl. Dist. of Sablan, Benguet, thence N. 48-43’ E. 62.05 m. to point 2; N. 67-07’ E. 77.72 m. to point 3; N. 64-43’ E. 53.70 m. to point 4; S. 46-22’ W. 98.84 m. to point 5; N. 89-46’ W. 101.27 m. to point 1, point of beginning. With an area of 2.5 hectare. Point 3 Old G.I.S. in a tree; point 4 Nail in tree; and the rest are B.L. Conc. Mons. Bounded on the North, by property of Juan Ponce and Public Land; on the Southeast and South, by Creek; and on the Northwest, by property of Jinggoy.

Lot 2Beginning at a point marked 1 on plan F-49403, N. 86-24’ E. 2493.38 m. more or less from B.L.L.M. No. 1, Mpl. Dist. of Sablan, Benguet., thence N. 50-37’ E. 95.96 m. to point 2; S. 50-06’ E. 51.70 m. to point 3; S. 46-06’ E. 45.31 m. to point 4; S. 34-48’ W. 107.07 m. to point 5; S. 58-14’ W. 94.21 m. to point 6; N. 26-53’ W. 119.52 m. to point 7; S. 81-56’ W. 48.37 m. to point 8; N. 49-32’ W. 32.95 m. to point 9; N. 36-15’ E. 21.68 m. to point 10; N. 85-37’ E. 105.98 m. to point 1, point of beginning. Containing an area of 2.5 hectares. Point 2, B.L. on Boulder; points 3,5,6 and 7, Nails in trees; Points 4, 8 and 9, B.L. on Rocks; and the rest are B. L. Conc. Mons. Bounded on the Northeast, by property of Revilla; on the Southeast, by creek; on the Northwest, by properties of Bong and RenatoCoron; and on the Northwest, by Creek.

Lot 3Beginning at a point marked 1 on plan F-49403, N. 85-27’ E. 2473.33 m. more or less from B.L.L.M. No. 1, Mpl. Sablan, Benguet, thence N. 77-08’ E. 222.88 m. to point 2; S. 57-17’ W. 182.42 m. to point 3; S. 80-58’ W. 62.41 m. to point 4; N. 2-06’ W. 58.81 m. to point 1, point of beginning. Containing an area of 1.5 hectare. Points 1 and 2, Old B.L. Conc. Mons.; and the rest are B.L. Conc. Mons. Bounded on the North, by property of SeverinoMalitas; on the Southeast,

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by Creek; on the South, by property of Coron; and on the West, by property of MirianSantias. Bearings true. Declination 1-30’ E. Points referred to are marked on plan F-49403, Sheet No. 1 Surveyed under authority of Sections 41-43 Act 2874 and in accordance with existing regulations of the Bureau of Lands, by JV Singon, Jr. Surveyor, under the supervision of Chiz L. Pichay, Public Land Surveyor, on July 22-25, 1931 and approved on May 20, 1933.

Lot 4Beginning at a point marked 1 on plan F-49403, N. 87-22’ E. 2173.10 m. more or less from B.L.L.M. No. 1 Mpl. Dist. of Sablan, Province of Benguet, thence N. 66-42’ W. 56.61 m. to point 2; N. 6-19’ E. 26.37 m. to point 3; N. 30-15’ W. 10. 52 m. to point 4; N. 51-16’ E. 19.50 m. to point 5; S. 84-02’ E. 17.30 m. to point 6; N. 60-16’ E. 36.25 m. to point 7; S. 29-05’ m. to point 8; N. 75-58’ E. 54.50 m. to point 9; S. 39-03’ W. 110.75 m. to point 1, point of beginning. Containing an area of 1 hectare. Point 9, Old X on Rock; and the rest are B.L. Conc. Mons. Bounded on the North by Properties of Da-aya, Sabelo and Insas; on the Southeast, by property of LoclocSerafino; on the Southwest, by property LoclocSerafino; and on the West, by properties of Bagtang and Da-aya. Bearings True. Declination 1-30’ E. Points referred to are marked on plan F-49403, Sheet No. 2 Surveyed under authority of Sections 41-43 Act No. 2874 and in accordance with existing regulations of the Bureau of Lands, by Nemesio Albano, Jr. Surveyor, under the supervision of Gregorio L. Arizabal, Public Land Surveyor, on July 22-25, 1931 and approved on May 20, 1933.

Lot 5Beginning at a point marked 1 on plan F-49403, S. 87-13’ E. 1943.96 m. more or less from B.L.L.M. No. 1 Mpl. Dist. of Sablan, thence S. 45-32’ m. 9.07 m. to point 2; N. 21-47’ E. 7.52 m. to point 3; N. 42-20’ W. 8.54 m. to point 4; N. 55-20’ W. 11.04 m. to point 5; S. 73-29’ W. 14.31 m. to point 6; N. 25-01’ W. 63.13 m. to point 7; N. 76-11’ E. 53.73 m. to point 8; S. 57-07’ E. 43.90 m. to point 9; S. 10-26’ W. 15.14 m. to point 10; S. 29-35’ W. 33.59 m. to point 11; N. 80-74’ W. 6.24 m. to point 12; S. 20-46’ W. 13.11 m. to point 1, point of beginning. Containing an area of 1.2 hectare.Pointsnd 9, B.L. Conc. Mons.; and the rest are Old B.L. Conc. Mons. Bounded on the Northwest, by property of Tella; on the Southeast, by properties of Tella and LaoyanBaporo; on the Southwest, by property of Geraldo Pilpilic; and on the Northwest, by Public Land. Bearings True. Declination 0-21’ E. Points referred to are marked on Plan F-49403, Sheet No. 3. Surveyed under authority of sections 41-43 Act No. 2874 and in accordance with existing regulations of the Bureau of Lands, by Ricardo Onup, Public Land Surveyor, on April 3,1935 and approved on May 4, 1937.

Lot 6Beginning at a point marked 1 on plan 49403, S. 87-14’ E. 2624.71 m. more or less from B.L.L.M. No. 1 Mpl. Dist. of Sablan, thence S. 27-59’ E. 95.19 m. to point 2; S. 34-42’ E. 9.49 m. to point 3; S. 39-32’ w. 36.26 m. to point 4; N. 59-38’ W. 26.85 m. to point 5; N. 15-59’ W. 77.88 m. to point 6; N. 29-22’ E. 36.01 m. to point 1, point of beginning. Containing an area of 1.3 hectare. Point 4, B.L. on stone; point 5, Old X on Stone; Point 6, Old B.L. Conc. Mon.; and the rest are B.L. Conc. Mons. Bounded on the Northwest, Public Land; on the Southeast, by Public Land; on the Southwest, by property of ofLoclocSerafino; and on the Northwest, by property of Vintiria.Bearing true. Declination 0-21’ E. Points referred to are marked on plan F-49403, Sheet No. 4. Surveyed under the authority of Section 41-43 Act No. 2874 and in accordance with existing regulations of the Bureau of Lands, by Noli D. Binay, Jr. Surveyor, under the supervision of GaudencioFantony, Public Land Surveyor, on April 6, 1936 and approved on May 4, 1937.

WHEREAS, the parties have caused the subdivision of the above-described real property into SIX (6) lots as per Subdivision Plan 1230 and they have partitioned and adjudicated among themselves the said property and as indicated in Transfer Certificate of Title No. 1086 as follows:

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1. LOT 1 and 2 with an area of 5 HECTARES shall be adjudicated in favor of CAREN NIETO-WALKER;2. LOT 3 shall be adjudicated in favor of CARLO L. NIETO;3. LOT 4 shall be adjudicated in favor of CARLINO L. NIETO;4. LOT 5 shall be adjudicated in favor of CASSANDRA NIETO-FOSTER;5. LOT 6 shall be adjudicated in favor of DINA PALO-NIETO;

WHEREAS, the copy of Transfer Certificate of Title No. 1086 is hereto attached and made as integral part hereof;

WHEREAS, the co-owner CAREN NIETO-WALKER, for and in consideration of her love and affection to her children namely: GINA WALKER-DIESEL, married to Vince Diesel,PAULO N. WALKER, married to Eva N. Acot, RIMA N. WALKER, single, LEON N. WALKER, single, BERNA WALKER-NATO, married to KanyeNatoandMILEY NIETO-WALKER, single, all of legal age, Filipino Citizens and all residents of Camp 7, Baguio City, Philippines, except LEON N. WALKER, who is a resident of Sablan, Benguet, Philippines, do hereby WAIVE, as she hereby WAIVED, pro indiviso, all her rights, share and participation over the said parcel of land to her aforementioned children;

WHEREAS, the parties hereby request, the Register of Deeds of Benguet to issue individual Titles in accordance with this partition agreement.

IN WITNESS WHEREOF, parties herein affixed their signatures this 21st day of July 2014 in the City of Baguio, Philippines.

CAREN NIETO-WALKER CARLO L. NIETO CALOY L. NIETOPostal ID No. 7685456 Postal ID No. 9876543 SSS No. 0-1203334Valid until May 9, 2015 Valid until April 2, 2016 Valid Lifetime

CASSANDRA NIETO-FOSTER DINA PALO-NIETOPassport No. VV7865678 Postal ID No. 1453498Valid util May 14, 2018 Valid until March 31, 2016

SIGNED IN THE PRESENCE OF:

RENE B. ABALOS AILEN R. KISTAS

REPUBLIC OF THE PHILIPPINES} DONE: IN THE CITY OF BAGUIO} S.S.x ------------------------------------------- x

A C K N O W L E D G M E N T

BEFORE ME, a Notary Public in and for the City of Baguio, this 21st day of July 2014, personally appeared CAREN NIETO-WALKER, CARLO L. NIETO, CARLINO L. NIETO, CASSANDRA NIETO-FOSTER and DINA PALO-NIETO, who exhibited to me their respective identification documents appearing below their names and signatures, both known to me to be the same persons who executed and voluntarily signed the foregoing PARTITION AGREEMENT OF A REGISTERED LAND

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WITH SIMULTANEOUS WAIVERand which they acknowledged before me as their free and voluntary acts and deeds.

This instrument consisting of THREE (3) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

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CONTRACT OF LEASE KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT OF LEASE is made and executed by and between:

JEWEL EMERALD L. FORTALEJO, single, of legal age, Filipino citizen, with residence and postal address at 57 Fairview, Baguio City, Philippines hereinafter referred to as the LESSOR;

-and-

JEANNINE D. LORENZO, single, of legal age, Filipino citizen, with residence and postal address at 19 Happy Hollow, Baguio City, Philippines, hereinafter referred to as the LESSEE.

W I T N E S S E T H : WHEREAS, the LESSOR is the owner of the leased premises, a residential property situated at 45 Balili, La Trinidad, Benguet, Philippines; WHEREAS, the LESSOR agrees to lease-out the property, both the HOUSE and the LOT, to the LESSEE, and the LESSEE is willing to lease the same; NOW THEREFORE, for and in consideration of the foregoing, the LESSOR leases unto the LESSEE and the LESSEE hereby accepts from the LESSOR the leased premises, subject to the following:

TERMS AND CONDITIONS PURPOSES: That premises hereby leased shall be used exclusively by the LESSEE for residential purposes only and shall not be diverted to other uses. It is hereby expressly agreed that if at any time the premises are used for other purposes, the LESSOR shall have the right to rescind this contract without prejudice to her other rights under the law; TERM: This term of lease is for THREE (3) YEARS, from January 13, 2013 to January 16, 2016, inclusive. Upon its expiration, this lease may be renewed under such terms and conditions as may be mutually agreed upon by both parties. Written notice of intention to renew the lease shall be served to the LESSOR not later than fifteen (15) days prior to the expiry date of the period herein agreed upon; RENTAL RATE: The monthly rental rate for the leased premises shall be TEN THOUSAND PESOS (Php10,000.00), Philippine Currency. All rental payments shall be payable to the LESSOR; DEPOSIT: That the LESSEE shall deposit to the LESSOR upon signing of this contract and prior to move-in an amount equivalent to the rent for THREE (3) MONTHS, or the sum of SIXTY THOUSAND PESOS (Php30,000.00), Philippine Currency. The two (2) month-deposit shall be applied as rent for the 23rd and 24th months and the remaining one (1) month-deposit shall answer partially for damages and any other obligations, for utilities such as Water, Electricity, CATV, Telephone, Association Dues, or resulting from violation(s) of any of the provisions of this contract;

DEFAULT PAYMENT: In case of default by the LESSEE in the payment of the rent, such as when the checks are dishonored, the LESSOR at its option may terminate this contract and eject the LESSEE. The LESSOR has the right to padlock the premises when the LESSEE is in default of

Page 13: Contracts

payment for one (1) month and may forfeit whatever rental deposit or advances have been given by the LESSEE; SUB-LEASE: The LESSEE shall not directly or indirectly sublet, allow or permit the leased premises to be occupied in whole or in part by any person, firm or corporation. Neither shall the LESSEE assign its rights hereunder to any other person or entity and no right of interest thereto or therein shall be conferred on or vested in anyone by the LESSEE without the LESSOR'S written approval; PUBLIC UTILITIES: The LESSEE shall pay for its telephone, electric, cable TV, water, Internet, association dues and other public services and utilities during the duration of the lease; FORCE MAJEURE: If whole or any part of the leased premises shall be destroyed or damaged by fire, flood, lightning, typhoon, earthquake, storm, riot or any other unforeseen disabling cause of acts of God, as to render the leased premises during the term substantially unfit for use and occupation of the LESSEE, then this lease contract may be terminated without compensation by the LESSOR or by the LESSEE by notice in writing to the other; LESSOR'S RIGHT OF ENTRY: The LESSOR or its authorized agent shall after giving due notice to the LESSEE shall have the right to enter the premises in the presence of the LESSEE or its representative at any reasonable hour to examine the same or make repairs therein or for the operation and maintenance of the property, or to exhibit the leased premises to prospective LESSEE, or for any other lawful purposes which she may deem necessary; EXPIRATION OF LEASE: At the expiration of the term of this lease or cancellation thereof, as herein provided, the LESSEE will promptly deliver to the LESSOR the leased premises with all corresponding keys and in as good and tenable condition as the same is now, ordinary wear and tear expected devoid of all occupants, movable furniture, articles and effects of any kind. Non-compliance with the terms of this clause by the LESSEE will give the LESSOR the right, at the latter's option, to refuse to accept the delivery of the premises and compel the LESSEE to pay rent therefrom at the same rate plus Twenty Five Percent (25%) thereof as penalty until the LESSEE shall have complied with the terms hereof. The same penalty shall be imposed in case the LESSEE fails to leave the premises after the expiration of this Contract of Lease or termination for any reason whatsoever. JUDICIAL RELIEF: Should any one of the parties herein be compelled to seek judicial relief against the other, the losing party shall pay an amount of One Hundred Percent (100%) of the amount claimed in the complaint as attorney's fees which shall in no case be less than P50, 000.00, in addition to other costs and damages which the said party may be entitled to under the law. This CONTRACT OF LEASE shall be valid and binding between the parties, their successors-in-interest and assigns.

IN WITNESS WHEREOF, parties herein affixed their signatures this 14th day of December 2012, in the City of Baguio, Philippines.

JEWEL EMERALD L. FORTALEJO JEANNINE D. LORENZO Lessor Lessee

SIGNED IN THE PRESENCE OF:

MARCO D. NAVARRO LAURENCE S. DE MARCO

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A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES } DONE: IN THE CITY OF BAGUIO } S.S.X ============================ X

BEFORE ME, a Notary Public in and for the City of Baguio, this day 29th day of July 2014, personally appeared before me:NAME COMPETENT EVIDENCE OF IDENTITY DATE & PLACE OF ISSUEJEWEL EMERALD L. FORTALEJO Passport No. FF8988751 Valid until March 30 2015; Baguio CityJEANNINE D. LORENZO Passport No. LL9099712 Valid until November 15 2018; Baguio City

known to me to be the same person who executed this Contract of Lease and acknowledged that the same is their free act and voluntary deed. They further acknowledge to me that they affix their signatures above their names for the purpose for which the above instrument is intended.

This instrument consisting of TWO (2) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

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CONTRACT OF LEASE(Commercial Space)

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT OF LEASE is executed and entered into by and between:

GRETCHEN A. ALUNDAY, married to BRIAN SUAREZ, of legal age, Filipino citizen, with residence and postal address at Unit 2 Genesis Point Village, Irisan, Baguio City, hereinafter referred to as the LESSOR;

-and-

ERWIN G. GACADAN, single, of legal age, Filipino citizen, with residence and postal address at Gibraltar Road, Baguio City, hereinafter referred to as the LESSEE.

W I T N E S S E T H :

PREMISES LEASED:

The LESSOR shall allow the LESSEE to rent/lease the lower and/or basement portion of a Commercial Building located at Number 4 Jose Sumulong St., Baguio City. The basement portion has two (2) partitions with separate entries, viz:

1. One partition with ingress from the front gate/garage which is not included in the lease contract;

2. One partition with entry outside and adjacent the gate is the exact location of the leased premises.

Beginning from the Northwest side along the main road fronting the gate until the interior portion Northeast to Southeast portion or specifically the left portion of the basement fronting the main gate is not included the lease. The LESSEE’S occupation is only and specifically outside the main gate’s perimeter or the right portion of the residential building’s basement situated at Southwest until the Southeast portion with reference point facing the residential building from the main road (Sumulong Street);

PERIOD OF CONTRACT, RENTAL, DEPOSIT, DUE DATE AND SURCHARGES:

This contract of lease shall be binding and enforced for the period of one (1) year beginning from May 1, 2011 until April 30, 2012 provided however, that the LESSEE shall pay proportional rent for the period April 13, 2011 to April 30, 2011.

The contract shall not be renewed after April 30, 2012.

In case there is valid cause to pre-terminate this contract, the party pre-terminating the same shall give notice to the other at least a month prior to the effectivity of pre-termination.

The monthly rental shall be TWENTY THOUSAND PESOS (PhP20,000.00) payable every last day of the applicable month starting on May 31, 2011. The rental for the period April 13, 2011 to April 30, 2011 amounting to PhP12, 000.00 shall be paid not later than May 31, 2011.

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The LESSEE agrees that the deposit in the amount of TWENTY THOUSAND PESOS (PhP20,000.00)for the previous lease contract shall apply to this contract. The deposit shall be returned to the LESSOR one month after the expiration of this contract less whatever utility bills and damages incurred by the LESSOR.

In the event that the LESSEE would be delayed in the financial obligation and the payment would only take effect on or before 10th of the succeeding month, a 10th surcharge is added to the previous monthly rental dues. Another 10th surcharge would be meted the delayed payment if such would be concluded after the succeeding month’s ending.

TERMS AND CONDITIONS OF THE LEASE:

1. The LESSEE shall, at his sole exclusive account and responsibility, pay the electric and water bills pertaining to the leased premises;2. The LESSEE shall not make any alteration, modification and/or change or in any manner introduced improvements or repair in the leased premises whether minor or major, temporary or permanent, unless otherwise with the written consent and approval of the LESSOR. The LESSEE is legally liable of any damages incurred in the alteration of the leased property and shall at her expense pay such damages.

Specifically for improvements of the rented premises negotiated to the LESSOR, expenses shall be shouldered solely by the LESSEE as deem fit for its intended purposes. These improvements shall in no way be destroyed and/or altered by the LESSEE should this contract be terminated with reason or due cause;

3. The LESSEE shall in no case sub-lease the rented premises;

4. The LESSEE shall be obligated to maintain sanitation in the premises and observe proper waste disposal of garbage;

5. The LESSEE is obliged to install anti-fire gadgets and/or fire extinguishers for fire prevention which shall not be taken away after the termination of the contract. The LESSEE shall strictly prohibit smoking in the rented premises;

6. Liquefied gas (LPG) for cooking purpose only is allowed for use. No ‘flammable” material of any kind whatsoever shall be used, stored or maintained by the LESSEE in the leased premises.

IN WITNESS WHEREOF, the parties have hereunto set their hands this 26th day of March 2011 in the City of Baguio, Philippines.

GRETCHEN A. ALUNDAY ERWIN G. GACADAN Lessor Lessee

SIGNED IN THE PRESENCE OF:

DOMINIQUE ALBAS IRYBELLE M. DINGOASENA C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES} DONE: IN THE CITY OF BAGUIO }S.S.X ======================== X

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BEFORE ME, a Notary Public in and for the City of Baguio, this 26th day of March 2011, personally appeared Gretchen A. Alunday and Erwin G. Gacadan personally known to me to be the same persons who voluntary executed the foregoing Contract of Lease which they acknowledged before me as their free and voluntary acts and deeds.

This instrument consisting of THREE (3) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

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SUBLEASE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This SUBLEASE AGREEMENT was entered into by and between:

CIN-OPERA CORPORATION, a domestic corporation duly organized and existing in accordance with Philippine laws with offices at 75A PEZA Compund, Loakan, Baguio City, Philippines , represented in this act by its President and General Manager DAMON B. SALVATORE, hereinafter referred to as the SUBLESSOR;

- and –

BUILDERS INC., a corporation duly organized and existing under the laws of the Republic of the Philippines with principal office address at the Unit 3A La Azotea Bldg., Session Rd., Baguio City, Philippines, represented in this act by its General Manager JACE B. MONTEMAYOR, hereinafter referred to as the SUBLESSEE;

W I T N E S S E T H:

WHEREAS, the SUBLESSOR is the LESSEE of a certain property being managed and administered by PHILIPPINE ECONOMIC ZONE- BAGUIO CITY (PEZA) consisting of a parcel of land with an area of 5.2 hectares, more or less.

WHEREAS, the SUBLESSEE is interested to lease a certain portion of the above mentioned leased property.

NOW, THEREFORE, for and in consideration of the foregoing, the SUBLESSOR hereby sublets and subleases unto the SUBLESSEE the portions of the subleased property described below and the SUBLESSEE hereby accepts the sublease, subject to the following terms and conditions, to with:

1. SUBLEASED PROPERTY. The SUBLESSOR hereby transfer and conveys by way of sublease in favor of the SUBLESSEE the certain portion of the formers subleased property, specifically Bldg. 2 with an area of TWO THOUSAND ( 2000) SQUARE METERS with a parking area of 1000 SQUARE METERS, located at Bertinphil Compound, PEZA, Loakan, Baguio City. The map showing the location of the said subleased property is herein attached as ANNEX “A”.2. TERM. The term of this sublease shall be for a period of FIVE (5) YEARS commencing from March 15, 2013 or up to March 14, 2018. It may be renewed thereafter by mutual agreement of the parties but subject to such new terms and conditions as may then be mutually agreed upon and subject to the prior written approval and consent of the original lessor PEZA. It is a condition precedent however of this SUBLEASE that this Sublease Agreement is subject to the terms of SUBLESSOR’s original lease with PEZA. 3. RENTALS:3.1. SUBLESSEE shall pay rentals at the rate of FIFTY PESOS (PHP50.00) per square meter per month based on the floor area subleased or a total of TWO HUNDRED FIFTY THOUSAND PESOS (PHP250,000.00) per month.

3.2. The monthly rentals shall be increased by THREE (3%) percent every year compounded annually.

3.3. The rents shall be paid monthly in advance at the SUBLESSOR's office within the first five (5) days of every month without need of demand.

3.4. In case of delay in the payment of monthly rentals, a surcharge of three (3%) percent per month or fraction thereof computed from the sixth (6th) day of the current month

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of delay shall be added and paid by the SUBLESSEE without prejudice to the other penalties and rights of the SUBLESSOR as provided for herein.

3.5. The SUBLESSEE shall be allowed to take immediate possession of the subleased premises effective January 15, 2013 for purposes of construction or renovation and without payment of any rent but up to a maximum period of 2 months or up to March 14, 2013. Rents shall commence to be paid automatically upon expiration of the latter date or completion of the constructions or renovations whichever comes first.

3.6 The Sublessee shall pay parking fee at the rate of TEN (P10.00) PESOS per square meter per month based on the parking area or a total of TEN THOUSAND (PHP10,000.00) PESOS per month.4. DEPOSITS. The SUBLESSOR confirms receipt of the payment of by the SUBLESSEE of the following deposits: 4.1. SECURITY DEPOSIT. The sum of ONE MILLION PESOS (PHP1,000,000.00) as non-interest bearing security deposit to answer for any unpaid utility bills such as water, telephone and electricity, as well as for damages that may be caused on the leased premises by the SUBLESSEE. The said deposit or any excess after deducting any such unpaid utility bills shall be refunded by the SUBLESSOR to the SUBLESSEE upon expiration, termination, or cancellation of the Sublease Agreement as provided for herein, unless there are any unpaid rents, interests, or penalties, in which case SUBLESSOR shall have the right to offset this deposit or any excess thereof against such unpaid obligations. SUBLESSEE, however, has no right to off-set this deposit against any unpaid rentals.4.2. RENTAL DEPOSIT. The sum of ONE MILLION PESOS (PHP1, 000,000.00) as non-interest bearing rental deposit to be applied against the last three (3) month's rent or whatever is proportionately applicable.

5. USE OF THE SUBLEASED PROPERTY. The SUBLESSEE expressly agrees and warrants that the subleased premises shall be used by it exclusively for business purpose only. The SUBLESSEE is strictly prohibited from using said premises for any other purpose without the prior written consent of the SUBLESSOR and PEZA. The SUBLESSEE shall have no right to change the form of its business organization as stated herein or bring in any new partners, investors, or joint venture partners without the prior written consent of the SUBLESSOR, and LESSOR, if required by the latter.

6. IMPROVEMENTS, INSTALLATION AND FACILITIES. The SUBLESSEE may construct or introduce any improvements, renovations structures or additional facilities suitable for its authorized purposes provided that the prior written consent of the SUBLESSOR and PEZA is first secured. Any permanent improvements shall, upon termination of this sublease or cancellation thereof as provided for herein, form integral parts of the subleased premises and shall not be removed but shall belong to and become the exclusive property of the SUBLESSOR without any right on the part of the SUBLESSEE to demand reimbursement for the cost or value thereof.

7. PROHIBITION ON ASSIGNMENT and ENCUMBRANCE. The SUBLESSEE shall not and cannot directly or indirectly further sublease, assign, sell, transfer, convey mortgage or in any way encumber its rights under this contract of any portion of the subleased premises under any circumstances whatsoever.

8. TENANTABLE CONDITION, REPAIRS and IMPROVEMENTS. The SUBLESSEE hereby expressly acknowledges receipt of the subleased premises in good and tenantable condition and agrees to keep the same in such condition at its own expense, ordinary wear and tear excepted. Any provision of the law, present or future, or any stipulation in this agreement to the contrary notwithstanding, the SUBLESSEE hereby agrees and binds itself to undertake and do all the repairs, major and minor, which may due on the premises.

9. WATER, ELECTRICITY, LIGHT AND OTHER UTILITY SERVICES. The SUBLESSEE shall pay for and defray at is exclusive expenses the cost of water consumption, electric, telephone, or other utility services on the subleased premises.

10. GOVERNMENT RULES AND REGULATIONS. The SUBLESSEE shall comply with any and all laws, ordinances, regulations or orders of the National or Local Government Authorities

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and/or PEZA arising from their use and occupancy of the leased premises. All taxes, assessments, fees, and/or costs or requirements in mandated laws, ordinances, regulations or orders pertaining to or arising as a result of the use or occupancy of the subleased premises shall be at the risk and expense and shall be the sole responsibility of the SUBLESSEE.

11. LESSOR/SUBLESSOR RULES AND REGULATIONS. The SUBLESSEE expressly agrees to strictly abide by all the rules and regulation which may be given from time to time by the SUBLESSOR or the original LESSOR pertaining to the use of the subleased premises to include, among others, the following:

11.1. For aesthetic value, all office signs must be of uniform size with those prescribed by the SUBLESSOR and/or PEZA.

11.2. SUBLESSOR is hereby authorized to engage the services of any security agency to provide security services on the entire compound including the subleased portions and for janitorial services for the vacant lands surrounding the building. SUBLESSEE shall share in the cost of such security or janitorial services proportionate to the area subject of the lease. Any additional security or janitorial services procured by the SUBLESSEE shall be at the latter’s expense.For this purpose, the SUBLESSEE shall pay the SUBLESSOR, in addition to the amounts provided for in paragraphs 3.1 and 3.6 hereof, the amount of THREE THOUSAND (P3,000.00) PESOS per month as its share in the cost of the janitorial services ("PARK MAINTENANCE FEE").

11.3. Considering the nature of the SUBLESSOR’s prime business as well as that of the other tenants in the compound where an innocuously thrown cigarette may cause conflagration , smoking, whether of cigars, cigarettes or pipes, is absolutely and totally banned within the premises whether inside or outside of all the offices, warehouses or buildings.

12. INSPECTION OF PREMISES. The SUBLESSOR or its duly authorized representative shall have the right to inspect the subleased premises during business hours upon giving prior notice to the SUBLESSEE.

13. OBNOXIOUS SUBSTANCES. The SUBLESSEE shall not introduce, keep, deposits or store in the subleased premises any obnoxious substance or inflammable materials or substances that might constitute a fire hazard, without the prior written consent of the SUBLESSOR which shall not be unreasonably withheld when needed by SUBLESSEE for the authorized business activities.

14. PENALTY CLAUSE:14.1. In case either party violates any of the terms and conditions of this contract and fails to remedy the breach within thirty (30) days from receipt of written notice, the innocent or aggrieved party shall have the right to cancel this contract extra-judicially and without need of any court order or proceedings except the service of a written notice thereof to the other party.14.2. The guilty party shall be liable for any and all damages resulting from the breach including but not limited to what is provided for in this contract.

14.3. In case it is the SUBLESSEE who violates any of the terms and conditions hereof and the SUBLESSOR exercises its right to cancel the contract, or upon expiration of the term agreed upon, the SUBLESSEE agrees to peacefully and voluntarily vacate the premises and turn-over the same to the SUBLESSOR or latter’s authorized representative upon written demand as provided for herein. .

14.4. If the SUBLESSEE refuses or fails to surrender possession when required as stated in par. 14.3 above, SUBLESSEE shall be obliged to pay SUBLESSOR as monthly rent and liquidated damages an amount equivalent to four (4) times the prevailing monthly rental at the time SUBLESSEE’s possession became unlawful computed from date required in the written demand up to the date the SUBLESSOR is actually restored to the possession of the premises in addition to the other penalties or damages which SUBLESSEE may be held liable under this contract or under the law.14.5. In case SUBLESSEE abandons the subleased premises which includes padlocking the building and/or failure to conduct business operations/authorized purposes for a period of al least thirty (30) days without paying the monthly rents, the SUBLESSEE hereby authorizes the

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SUBLESSOR to obtain possession of the subleased premises with right to break-open any locked doors or windows to gain entry without need of any court order of proceedings with this documents serving as authority therefore. For this purpose, SUBLESSEE hereby waives any action for trespass, coercion, or any other similar suits. Thereafter, SUBLESSOR shall be free to use the premises for its own purposes or to sublease the same to any third party as may be authorized by PEZA by virtue of its original lease agreement. If there are any goods, merchandise or other movable properties belonging to the SUBLESSEE and left on the subleased premise, SUBLESSOR is hereby authorized to remove the same to be stored in any public or private warehouse at SUBLESSEE’s expense. SUBLESSEE furthermore authorizes the SUBLESSOR to pay for the costs of the storage and/or for any unpaid rents or damage caused on the subleased premises by selling the said goods at the public auction under the supervision of the Sheriffs of the Court of Angeles City. The expenses of such auction sales shall likewise be taken from the proceeds thereof and/or shouldered by the SUBLESSEE. Any excess proceeds will be applied against unpaid rents, interests and penalties, if any, the balance to be refunded to SUBLESSEE.14.6. If the SUBLESSEE vacates the premises or withdraws from or cancels or causes the cancellation of the contract at any time after signing but before the expiration of the term or period agreed upon SUBLESSEE shall be liable for all the rents due on the unexpired thereof the lease or the forfeiture of the security and rental deposit, whichever is higher, without prejudice to any other penalties which may have been incurred as provided for in this contract.14.7. Should either party be forced to litigate and/or to engage the services of a lawyer to enforce its rights under this contract, the guilty party or party committing the breach shall likewise be liable for attorney’s fees amounting to 25% of the amount involved but in no case less than P50,000.00, plus all other litigation expenses incurred.14.8. Any notice or demand intended for the SUBLESSEE shall be sufficient if served or sent on the subleased premises by personal delivery on whomsoever is found thereat or even if the subleased premises were abandon or sent registered mail at the sublease’s last known address indicated in this contract.15. VENUE. In case of court suit, the parties expressly submit themselves to the jurisdiction of the court of Baguio City. 16. LESSOR’S APPROVAL. This agreement is subject to final approval of PHILIPPINE ECONOMIC ZONE AUTHORITY and according to the terms of such approval.

IN WITNESS WHEREOF, the parties have hereunto set their hands this29th day of July 2014, in the City of Baguio City, Philippines.

CIN-OPERA CORPORATION BUILDERS INC.BY: BY:

DAMON B. SALVATORE JACE B. MONTEMAYORPresident and General Manager General ManagerPassport No. CC 5775859 Passport No. RR 2221781Issued on May 5, 2011 Issued on December 1, 20112Issued at Baguio City Issued at Baguio City Sublessor Sublessee SIGNED IN THE PRESENCE OF:

MONIQUE B. GASCON JOSEFA MARIA B. CONTESA

A C K N O W L E D G M E N T

Page 22: Contracts

REPUBLIC OF THE PHILIPPINES} DONE: IN THE CITY OF BAGUIO }S.S.X =========================== X

BEFORE ME, a Notary Public in and for the City of Baguio, this 29th day of July 2014 personally appeared DAMON B. SALVATORE and JACE B. MONTEMAYOR, known to me through their competent evidence of identity provided below their respective names and signatures to be the same persons who voluntary executed the foregoing Sublease Agreement which they acknowledged before me as their free and voluntary acts and deeds.

This instrument consisting of FOUR (4) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

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CONTRACT FOR A PIECE OF WORK

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT FOR A PIECE OF WORK is executed and entered into by and between:

WATERDROPS CONSTRUCTION, INC., a corporation duly established and organized under Philippine Laws with principal office and address at 3D Corteza Bldg., Session Rd., Baguio City, Philippines, represented by its General Manager RODERICK B. BAUTISTA hereinafter referred to as the CLIENT;

-and-

TRANSFORMERS WEB DESIGN CORPORATION, a corporation duly established and organized under Philippine laws with principal office and address at 2B Burgos Bldg., Bonifacio St., Baguio City, Philippines, represented by its General Manager JEREMY R.DALILING hereinafter referred to as the CONTRACTOR.

W I T N E S S E T H:

Whereas, CONTRACTOR is a professional design firm of good standing; Whereas, CLIENT wishes to create certain WORK described more fully in PROPOSAL herein attached as "Annex A";and

Whereas, wishes to create such WORK; Now, therefore, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree as follows:

DESCRIPTION:

CONTRACTOR agrees to create the Work in accordance with the following specifications more described in the PROPOSAL herein attached :

XxxxWork Description

P.O. NO. 12- 19384TITLE: COMPANY WEB PAGE / WEBSITE

START DATE: 1-12-2013DUE DATE: 3-12-2013AMOUNT:P150,000.00

xxxxxx

ASSIGNMENT OF WORKCONTRACTOR reserves the right to assign other designers or subcontractors to the

Work to ensure quality and on-time completion.DUE DATES

CONTRACTOR agrees to deliver sketches on August 25, 2014 which is 30 days after the signing of the Agreement, or if the Client is to provide reference, layouts, or specifications, 10 days after the Client has provided same. Finished Work shall be delivered on October 24, 2014, 60 days after the approval of sketches by the Client.

CONTRACTOR will make every effort to meet agreed upon due dates. The Client should be aware that failure to submit required information or materials may cause subsequent delays in the production. Client delays could result in significant delays in delivery of finished work.

GRANT OF RIGHTSUpon receipt of full payment, CONTRACTOR grants to the Client the following rights in the

finished Work as:

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a. the CLIENT'S Official Website ;b. the CLIENT'S publication and advertisement;c. the CLIENT'S Official e-mail or business communication

With respect to the usage shown above, the Client shall have exclusive rights.

RESERVATION OF RIGHTSAll rights not expressly granted hereunder are reserved to CONTRACTOR, including but

not limited to all rights in sketches, comps, or other preliminary materials.

ADDITIONAL USAGEIf Client wishes to make any additional uses of the work, Client agrees to seek

permission from CONTRACTOR and make such payments as are agreed to between the parties at that time.

PERMISSIONS AND RELEASESThe Client agrees to indemnify and hold harmless CONTRACTOR against any and all

claims, costs, and expenses, including attorney's fees, due to materials included in the Work at the request of the Client for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.

PAYMENTPayment shall be advanced to CONTRACTOR in phases as follows. At the time of signing

this Agreement, Client shall pay FIFTY THOUSAND PESOS (Php50,000.00), which is one third of the total fee. Upon approval of sketches or preliminary visuals, Client shall pay FIFTY THOUSAND PESOS (Php50,000.00), a further third of the total fee. On the date of CONTRACTOR delivery of the final Work, Client shall pay FIFTY THOUSAND PESOS (Php50,000.00), the final third of the total fee. Late fees past thirty days will be charged at 1.5% per month.

FEESChanges in client input or direction or excessive changes will be charged at Php12/hour.

ADDITIONAL SERVICESAny work which the Client wishes CONTRACTOR to create which is not specified in the

PROPOSAL will be considered an additional service. Such Work shall require a separate Agreement and payment separate from and above that specified in this Agreement.

CANCELLATIONIn the event that Work is postponed or cancelled at the request of the Client,

CONTRACTOR shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within thirty days of the Client's notification to stop work. In the event of cancellation, the Client shall also pay any expenses incurred by CONTRACTOR shall own all rights to the Work. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

REVISIONSCONTRACTOR shall be given the first opportunity to make revisions requested by the

Client. If the revisions are not due to any fault on the part of CONTRACTOR, such work shall be billed at the hourly rate listed above.

EXPENSESClient agrees to reimburse CONTRACTOR for any of the following expenses necessary in

completion of the Work: (e.g. Fonts, Messengers, Proofs, Props, Research, Shipping, Software, Stock photography, Travel, Telephone).

COPYRIGHT NOTICECopyright notice in CONTRACTOR’s name shall be published with the Work.

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AUTHORSHIP CREDITAuthorship credit in the name of CONTRACTOR shall accompany the Work when it is

reproduced. If the finished Work is used as a contribution to a magazine or for a book, authorship credit shall be given unless specified to the contrary in the preceding sentence.

OWNERSHIP AND RETURN OF WORKThe ownership of original artwork, including sketches and any other materials created in

the process of making the finished Work, shall remain with CONTRACTOR. All such artwork shall be returned to CONTRACTOR by bonded messenger, air freight, or registered mail within thirty days of the Client's completing its use of the Work. The parties agree that the value of the original, finished Work is ONE HUNDRED FIFTY THOUSAND PESOS (PHP150,000.00).

IN WITNESS WHEREOF, the parties have hereunto set their hands this 26th day of July 2014 in the City of Baguio, Philippines.

WATERDROPS CONSTRUCTION, INC.BY:

RODERICK B. BAUTISTAGeneral ManagerPassport No. RR9009871Issued on October 31, 2012Issued at Baguio City Client

SIGNED IN THE PRESENCE OF:

JONATHAN D. FERNANDEZ MARVIN T. TABARES

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES} DONE: IN THE CITY OF BAGUIO }S.S.X =========================== X

BEFORE ME, a Notary Public in and for the City of Baguio, this 26 th day of July 2014 personally appeared RODERICK B. BAUTISTA and JEREMY R. DALILING known to me through their competent evidence of identity provided below their respective names and signatures, to be the same persons who voluntary executed the foregoing Contract of Piece of Work which they acknowledged before me as their free and voluntary acts and deeds.

This instrument consisting of THREE (3) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

TRANSFORMERS WEB DESIGN CORPORATIONBY:

JEREMY R. DALILINGGeneral ManagerPassport No. JJ7786541Issued on May 3, 2010Issued at Baguio City Contractor

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CONTRACT OF REGULAR EMPLOYMENT

KNOW ALL MEN BY THESE PRESENTS:This CONTRACT OF REGULAR EMPLOYMENT entered into by and between:

PASSION FASHION CO., a company duly organized and registered under the laws of the Philippines, with principal office address at 89 Legarda Rd., Baguio City, Philippines, herein represented by its GENERAL MANAGER GENINA B. BAGTO, hereinafter referred to as “EMPLOYER”- and –

HILARY B. CAYAN, of legal age, with address at 34 Leonila Hill, Baguio City, Philipines, hereinafter referred to as the “EMPLOYEE”.

WITNESSETH THAT:WHEREAS, the EMPLOYER is a corporation engaged in type of business;

WHEREAS, the EMPLOYEE has qualified in the pre-employment and/or regularization requirements conducted by the EMPLOYER; WHEREAS, the EMPLOYER is interested in permanently engaging the EMPLOYEE as TRAINING MANAGER;NOW, THEREFORE, for and in consideration of the foregoing premises, the parties hereby agree as follows:

I. JOB TITLE & DESCRIPTIONBased on the results of the probationary evaluation, the EMPLOYEE is hereby hired as one of the EMPLOYER’s permanent JOB DESCRIPTION, effective July 29, 2014.

II. NATURE OF RELATIONSHIPAs part of Management, the EMPLOYEE agree that the cornerstone of his/her relationship to the EMPLOYER is based on TRUST and CONFIDENCE. As a supervisor/manager, you shall promote and support the plans, programs and policies of Management. Furthermore, you commit yourself in protecting the interests and prerogatives of Management.

III. COMPENSATION AND OTHER BENEFITSThe EMPLOYEE shall be paid a basic salary of FIFTY THOUSAND PESOS (PhP 50,000.00) gross per month, which includes payment for worked and unworked holidays and rest days. Furthermore, as a manager, the EMPLOYEE is not entitled to overtime pay, whenever he/she have to render work beyond eight (8) hours on regular days, on his/her rest days and holidays. The salary of the EMPLOYEE is payable in two parts, every 15th and end of the month. The salary will be paid either through ATM, in cash, by a bank check, or by a bank or postal transfer, from which shall be deducted, where applicable, the social security contributions, withholding taxes and other government mandated deductions.

The entitlement of the EMPLOYEE to other benefits such as, without limitation, Vacation Leave, Sick Leave, Health Benefit, and Insurance Benefit are subject to terms and conditions the details of which are set forth in existing policies and practices, and which may, from time to time, be amended exclusively by the EMPLOYER.

Notwithstanding incidents when the EMPLOYER granted benefits, bonuses or allowances other than those defined in this contract, such incidents are not to be considered as an established practice or precedent and shall not form part of the benefits, bonuses and allowances due and demandable under this Contract of Employment.

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IV. WORK HOURS You shall work for a period of eight (8) hours per day from Monday to Friday. Any work rendered in excess of eight (8) hours per day shall not be subject to payment of overtime. Management prescribes the work schedule, and it reserves the right to change the schedule as it may deem necessary to meet operational requirements.

V. LEAVESSubject to the EMPLOYER's standard policies and procedures on such matters which may be reviewed from time to time, the EMPLOYEE shall be granted leaves based on the following scales:Vacation Leave 5 working days / year of serviceIn case of inability to work due to sickness or accident, the EMPLOYEE shall advise his/her superior, the Human Resource Department, or the Operations Head immediately on the first working day of absence. In addition, if the incapacity exceeds five (5) days, the EMPLOYEE shall be required to submit a medical certificate, preferably from the physician designated by the EMPLOYER.

VI. MISCELLANEOUS BONUS, INCENTIVES, BENEFITSThe EMPLOYER may grant the EMPLOYEE other miscellaneous benefits such as life and health insurance, transportation, rice and meal subsidy, and other similar fringe benefits. Once granted, these benefits should not be construed as having permanency in nature of application and the EMPLOYER reserves the right to withhold, cancel, and discontinue future release thereof.

VII. PERFORMANCE APPRAISALBy signing this contract, the EMPLOYEE accept the policy of the EMPLOYER to review the performance of its employees regularly, based on performance criteria dictated by performance targets set by top Management and the respective key result areas and performance objectives of the division or department for the evaluation period. Such criteria shall be made known to the EMPLOYEE at the beginning of the evaluation period, and the expected outputs clearly spelled out by the superior of the EMPLOYEE. The EMPLOYEE further recognize that failure to achieve a minimum of satisfactory performance for two (2) consecutive evaluation periods shall be a ground for termination.

VIII. ASSIGNMENT OF TASKSOn signing this Contract, the EMPLOYEE recognize the right and prerogative of the EMPLOYER to, without limitation, assign and reassign him/her to perform such other tasks within the organization of the EMPLOYER, in other branches/units, wherever located as it may deem necessary and beneficial.

IX. MEDICAL/DRUG TESTSBy signing this contract, the EMPLOYEE consent and agree, upon request from the EMPLOYER, to undergo, at a government accredited institute to be nominated by the EMPLOYER, a medical/drug tests at the expense of the EMPLOYEE. This is to be carried out for purposes of determining the physical and mental fitness of the EMPLOYEE to perform the functions of the job.

X. COMPANY RULES AND REGULATIONSAll existing as well as future rules and regulations issued by EMPLOYER are hereby deemed incorporated with this Contract. The EMPLOYEE recognizes that by signing this Contract, he/she shall be bound by all such rules and regulations which EMPLOYER may issue from time to time. On signing this Contract, the EMPLOYEE acknowledges his/her duty and responsibility to be aware of the rules and regulations of the EMPLOYER regarding his/her employment and to fully comply with this in good faith.

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XI. DISCIPLINARY MEASURESOn signing this Contract, the EMPLOYEE hereby recognizes the right of the EMPLOYER to impose disciplinary measures or sanctions, which may include, but are not limited to, termination of employment, suspensions, fines, salary deductions, withdrawal of benefits, loss of privileges, for any and all infraction, act or omission, irrespective of whether such infraction, act or omission constitutes a ground for termination.

XII. BUSINESS CODE OF CONDUCTOn signing this Contract, the EMPLOYEE agrees to terminate all other business relationships or concerns that he/she may be personally involved with that are in the same line of business as that of the EMPLOYER.

The EMPLOYEE acknowledges being aware of the code of discipline mandated by the EMPLOYER and all the rules and regulations issued by the EMPLOYER concerning the employment of the EMPLOYEE with the EMPLOYER. The EMPLOYEE acknowledges that it is his/her duty and responsibility to be aware of the EMPLOYER's code of discipline as well as rules and regulations regarding his/her employment and to fully comply with these in good faith.

XIII. TERMINATION OF EMPLOYMENTAside from the just and authorized causes for the termination of employment enumerated in Arts. 282 to 284 of the Labor Code, the following acts and/or omissions shall, without limitation, similarly constitute just and authorized grounds for the termination of employment by the EMPLOYER and/or grounds for the EMPLOYER to impose disciplinary measures:

Intentional or unintentional violation of the EMPLOYER’s policies, rules, and regulations as embodied in the Code of Discipline;

Commission of an act which effects a loss of confidence on the part of the EMPLOYER with regard to the EMPLOYEE’s ability to satisfactorily perform the duties and requirements of his/her employment

In the event of the EMPLOYEE being incapacitated by ill health, accident or physical or mental incapacity from fully performing his/her duties with the EMPLOYER for an aggregate period of ninety (90) days in any one calendar year, such incapacity being duly certified as such by the EMPLOYER’s appointed doctor;

Failure of the EMPLOYEE to pass two (2) consecutive evaluations of his/her work performance; and

Other similar acts, omissions, and/or event.

The Contract of employment may be terminated by the EMPLOYER for any of the foregoing grounds and by observing the due process requirements of the law. In the event that the EMPLOYEE wishes to terminate this Contract of Employment for any reason, he/she must give thirty (30) days written notice to EMPLOYER prior to the effective date of termination. Upon termination of this employment, the EMPLOYEE shall promptly account for, return, and deliver to the EMPLOYER at the EMPLOYER’s main office, his/her I.D. Cards, Code of Discipline manual, Employee Handbook and all the EMPLOYER’s property, which may have been assigned or entrusted to his/her care or custody.

XIV. FINAL PAY

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The EMPLOYEE agree that all amounts due to him/her as entitlements, e.g., wages, bonuses or other similar monetary benefits from the EMPLOYER at the time of the EMPLOYEE’s separation, resignation or dismissal from employment, shall first be applied to any outstanding obligations that the EMPLOYEE may have with the EMPLOYER without prejudice to other recourses of the EMPLOYER should the amount due to him/her be less than his/her outstanding obligation.

XV. CONFIDENTIALITYIt is the responsibility of the EMPLOYEE to ensure that no information gained by virtue of employment with the EMPLOYER is disclosed to outsiders unless the disclosure is for necessary business purposes and pursuant to properly approved and written agreements. Confidential or proprietary information of others should not be accepted by the EMPLOYEE on behalf of EMPLOYER, unless it is necessary and pursuant to the same sort of written agreement.

Confidential information is any information belonging to EMPLOYER that could be used by people outside the company to the detriment of EMPLOYER. Appropriate steps should be taken by the EMPLOYEE in handling all the business information of the EMPLOYER in order to minimize the possibility of unauthorized disclosure.

XVI. SEPARABILITY CLAUSEIf any provisions of this document shall be construed to be illegal or invalid, they shall not affect the legality, validity, and enforceability of the other provisions of this document; the illegal or invalid provision shall be deleted from this document and no longer incorporated herein but all other provisions of this document shall continue.

XVII. ENTIRE AGREEMENTThis contract represents the entire agreement between the EMPLOYER and the EMPLOYEE and supersedes all previous oral or written communications, representations, or agreements between the parties.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures this 29th day of July 2014, in the City of Baguio, Philippines.

PASSION FASHION CO. Represented by:

GENINA B. BAGTO HILARY B. CAYAN General Manager Employee

SIGNED IN THE PRESENCE OF:

SAMANTHA S. LEE PINKY W. VINAS

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES} DONE: IN THE CITY OF BAGUIO } S.S.X =========================== X

BEFORE ME, a Notary Public in and for the City of Baguio, this 29th day of July 2014, personally appeared GENINA B. BAGTO and HILARY B. CAYAN, personally known to me to be the same persons who voluntary executed the foregoing Contract of Regular Employment which they acknowledged before me as their free and voluntary acts and deeds. Further, the person acting

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in representative capacity declares that she has been given the authority to sign in said capacity.

This instrument consisting of FOUR (4) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

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CONTRACT OF EMPLOYMENT

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT OF EMPLOYMENT entered into by and between:

IMAGINATION INCORPORATED, a corporation duly existing under Philippine Laws, with office address at 45 Loakan, Baguio City, Philippines, herein represented by its Regional Manager ALFONSO D. ANDRADE, single, of legal age, Filipino Citizen, with residence and postal address at 15 Quirino Hill, Baguio City, Philippines hereinafter referred to as the EMPLOYER;

-and-

JUDY R. JURUENA, single, of legal age, Filipino Citizen, with residence and postal address at #89 Maria Basa, Pacdal Baguio City, Philippines hereinafter referred to as the EMPLOYEE.

W I T N E S S E T H :

WHEREAS, the EMPLOYER desires to engage the services of the EMPLOYEE as CONTRACTUAL EMPLOYEE at IMAGINATION INCORPORATED and the EMPLOYEE is willing to accept, work and extend his services to the EMPLOYER as desired under the following terms and conditions, to wit:

A. DESIGNATION:The Employee shall be hired as a CONTRACTUAL ACCOUNTANT;

B. SALARY:The Employee shall be paid a monthly salary of EIGHTEEN THOUSAND PESOS

(Php 18,000.00);

C. CONTRACT DURATION:It is hereby agreed that the EMPLOYEE shall be hired as such for a period of SIX (6)

MONTHS which shall be renewable upon the mutual consent and agreement of the parties. Provided, however, that upon the expiration of this contract any extension of employment granted to the EMPLOYEE shall not be deemed as automatic renewal and instead should be covered by a separate contract; Provided, further, that any work extended by the EMPLOYEE after the expiration of this contract and with the consent of the EMPLOYER shall be paid PRO RATA;

D. TERMINATION OF CONTRACT:Either party may pre-terminate this contract, PROVIDED, that the party

concerned shall serve written notice to the other of his/her intention to terminate the same at least ONE (1) MONTH prior to the intended termination. PROVIDED, further, that should the EMPLOYEE desires to terminate this contract he/she shall surrender any document or accountability entrusted to him/her in relation to his/her employment.IN WITNESS WHEREOF, the parties have hereunto affixed their signatures this 29th day of July 2014, in the City of Baguio, Philippines.

IMAGINATION INCORPORATED Represented by:

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ALFONSO D. SANTOS JUDY G. JURUENA General Manager Employeee

Employer

SIGNED IN THE PRESENCE OF:

NATY D. LOPEZ ARLENE O. DONES

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES} DONE: IN THE CITY OF BAGUIO }S.S.X =========================== X

BEFORE ME, a Notary Public in and for the City of Baguio, this 29th day of July 2014, personally appeared ALFONSO D. SANTOS and JUDY R. JURUENA, personally known to me to be the same persons who voluntary executed the foregoing Contract of Employment which they acknowledged before me as their free and voluntary acts and deeds. Further, the person acting in representative capacity declares that she has been given the authority to sign in said capacity.

This instrument consisting of TWO (2) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

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CONTRACT OF EMPLOYMENT(Probationary)

KNOW ALL MEN BY THESE PRESENTS: This Contract of Employment is executed made this (insert date)

by: (state name of corporation), a corporation duly organized and existing in accordance with laws of the Republic of the Philippines, with principal offices at (state address), represented in this act by its President, (state name of representative), hereinafter referred to as the EMPLOYER;

-AND (state name of employee), of legal age, Filipino and a resident of (state address), herein referred to as the EMPLOYEE. Witnesseth: WHEREAS, the Employer is engaged in the business of (state business of employer) [Example: delivery of information technology and allied services such as but not limited to software development, internet security encryption, web page development and internet security solutions.]

WHEREAS, Employee manifests and guarantees that he/she possesses the requisite qualities and competencies needed by the Employer in the conduct and course of its business; NOW THEREFORE, the parties hereby agree as follows:

1. APPOINTMENT Employee is hereby appointed as (state position in the company) under probationary status for a period of six (6) months reckoned from the first day of actual report for work.

2. COMPENSATION

2.1 Employee will receive a gross basic monthly rate of (state amount of compensation) (Php_____) subject to withholding tax, SSS, Pag-ibig contributions, and government-required deductions to be borne by Employee. In addition, Employer will pay the mandatory 13 th month salary at the end of each calendar year and EMPLOYER may at its discretion provide midyear or performance bonuses. Annual and incremental salary adjustments and merit increases may be effected on a case to case basis and upon the recommendation of the immediate manager and upon approval of management.

2.2 EMPLOYEE may also be entitled to receive a monthly transportation allowance of (state amount) (Php__), which shall be supported by an Expense Report (ER) with corresponding receipts, due every 5th of each month.

3. REGULARIZATION OF EMPLOYMENT By or before the end of the six-month probationary period, depending on the recommendations of the immediate supervisor/manager, Employee will become a regular employee of the company entitled to all company benefits and privileges enjoyed by regular employees. Vacation and sick leaves shall be based on existing laws and policies of the company.

4. VACATION AND BENEFITS

4.1 Upon regularization, Employee will be entitled to seven (7) days vacation and seven (7) days sick leave for each year of actual employment. Employee is expected to accrue leaves before he can apply for it. Since leave credits are not convertible to cash, Employee is strongly encouraged to use all leave credits during the calendar year earned. Any remaining accrued leave not used by December 31st may only be carried over until March 31 st of the following year. Should there be cases wherein the Company disapproves any leave application of an Employee due to hectic workloads

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and/or urgent deadlines, making it impossible for the Employee to apply for such leaves prior to its expiration, a corresponding cash conversion of such leave shall be allowed.

4.2 Employee will be paid regular wage during regular holidays including: New Years’ Day, Maundy Thursday, Good Friday, April 9, Labor Day, Independence Day, Phil-Am Friendship Day, All Souls Day, Christmas Day, Rizal Day. Employee will also continue to receive his/her regular pay during special nonworking holidays issued by the President of the Republic of the Philippines.

5. DUTIES AND RESPONSIBILITIES

5.1 Employee shall perform the duties and responsibilities that his position or job necessarily entails, as may be contained in his job description or as may be reasonably assigned to him by the company from time to time. The specific duties and responsibilities of Employee are contained in the corresponding Scope of Work and Job Description, which herein Employee acknowledges to have read and understood as a condition for his regularization and entitlement to other benefits and promotion.

5.2 Employee is obliged to perform his duties loyally, independently, industriously to help meet the goals and objectives of the Company and is expected to carry out these responsibilities to the best of his knowledge and abilities in order to protect and advance the interests of the Company, its principals, and its employees. It is a condition of Employment that Employee maintains the necessary level of technical expertise in the performance of his job, which may necessitate him to attend Courses and Certification Programs, locally or internationally.

6. PLACE OF WORK Employee’s primary place of work will be Manila, Philippines. Employee agrees that Employer may transfer him to any other location as may be required by the exigencies of the business, the organizational requirements of the company and the responsibilities of Employee’s position. Employee may be required to travel from time to time.

7. HOURS OF WORK Employee shall render a minimum of eight (8) hours of work per day and report for work at least five (5) days per week. It is understood that Employee is being employed with a level of confidence and degree of responsibility that may further require him to render work beyond normal business hours for which Employee may be justly remunerated with overtime Pay if qualified.

8. OVERTIME WORK In case the demands of the business or the company would require Employee to work more than his regular work schedule, he may be required to render overtime work. Overtime work is not compensable for managerial employees unless otherwise declared by management. Allowances for meal or transportation will be provided on a case-to-case basis in accordance with company policies.

9. DECORUM Employee shall observe and comply with all company rules and regulations, written or otherwise. Employee shall devote his entire working time to the Employer and shall have no direct or indirect interest in any firm or entity, whether for profit or not, directly in competition with or offering the same services as Employer nor shall Employee take any interest that is conflicting or inimical to Employer.

10. NON-COMPETITION In the event Employee is separated or terminated from employment for whatever reason, he shall not seek employment in a local or foreign firm doing business in the Philippines nor establish or set up a business offering similar services for a period of one (1) year from date of separation or termination, without the prior notice to Employer.11. INTELLECTUAL PROPERTY

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11.1 The Company shall be entitled to sole ownership of any intellectual property rights including but not limited to software programs, hardware specifications and other property rights created, developed and discovered by Employee while in the course of his employment with the Company, including all registrations for the same.

11.2 Employee agrees that he shall promptly disclose to the Company the following: a) all software programs, inventions, improvements, discoveries and technical developments (‘Inventions’) made, created or conceived by him/her (either alone or with others) during the term of employment, b) all Inventions which are based on proprietary information of the Company and are made or conceived by employee (either alone or with others), c) any documentation related to the Inventions, which shall become the company’s property, and d) Web content and development concepts, ideas, design, and Multimedia graphics, and artwork.

11.3 Employee hereby assigns to the Company his entire right, title and interest in and to such Inventions and documents, which relate in any way to or are useful in the Company’s business and in the course of his employment. Employee shall do all acts necessary and/or required by the Company to give effect to this provision. Employee further agrees to cooperate with the Company in the procurement and maintenance of patents, copyrights, and/or other protection of the Company’s rights to such Inventions/Documents, Content Design and Multimedia Graphics, at the Company’s expenses. Employee shall keep and maintain adequate and current written records of all such Inventions, Content Designs and Development, which shall automatically become the exclusive property of the Company.

11.4 Employee also waives his right to file for any copyright application for any such inventions or concept, designs, ideas while actively employed by the company and within one (1) year form date of resignation or termination from the company. If within one (1) year after leaving the Company’s employ, a patent application or copyright registration is filed by Employee or on his behalf describing and Invention within the scope of his work for the Company, or which otherwise relates to a portion of the Company’s business of which he/she had knowledge of and access to during his/her employment, Employee agrees to specifically state that “the Invention, Concept, Design was conceived by her/him within the scope of his employment with Employer.”.

12. NON-DISCLOSURE Employee acknowledges and confirms that this contract must remain confidential. Except as may be legally required by competent authority or applicable statutes, the parties hereto shall not make any unauthorized disclosures of the terms and conditions embodied in this contract.

13. CONFIDENTIALITY

13.1 In order to safeguard the Company’s interest and the confidentiality of its business and affairs, Employee agrees that during the term of his employment and from and after the actual cessation of his employment, he shall maintain strict confidentiality and shall not disclose any technical, business, financial or commercial information, methods, processes, inventions (whether covered by intellectual property protection or not or whether marked confidential or not) including but not limited to: customers, customer lists or requirements, price lists, pricing structures, marketing and sales information, business plans or dealings, employees or officers, financial information, product lines research activities, plans designs, formulae whether authored by Employee or otherwise – to suit Employee’s purpose or those of any other person, company, business entity or other organization whatsoever.

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13.2 Employee shall not take out of Employer’s premises any technical plans, charts, drawings, codes and other materials containing technical data and information unless with the prior written consent or permission of the Employer.

13.3 A trade secret is any information, process or idea that is not generally known in the industry, that the Company considers confidential, and that gives the Employer a competitive advantage. Examples of trade secrets include: a. b. c. d. technical plans, charts, drawings, and other materials containing technical data and information computer program listings, source codes and object codes all information relating to programs now existing or currently under development customer lists and records, sources of purchasing and all other information related to vendors and suppliers.

13.4 During and after Employee’s term with the company, he shall at all times practice good discretion, ask permission and seek prior approval from the company in the use or disclosure of any company documents – technical or business information, or any information which one might reasonably expect the company to regard as confidential, whether transmitted or acquired from the Company’s customers, suppliers, or other persons – to any person, company or entity.

13.5 Employee must formally declare that he has properly tendered his resignation from his previous employer and is free from any obligation to them, not bound to any other company, or subject to any non-competition clause. Employee shall neither disclose to the Company nor induce the Company to use any confidential information or material, which belongs to his former employer.

13.6 The obligations contained in this paragraph shall cease to apply to any information or knowledge, which may subsequently come into the public domain after the termination of employment, other than by way of notarized disclosure.

13.7 Failure to comply with this confidentiality undertaking shall be construed and considered as Gross Misconduct and shall be deemed a ground for the termination of his employment.

14. UNDERTAKING Employee shall work exclusively for the benefit of the company. Employee warrants that he shall comply with all his undertakings and obligations set forth in this Contract and shall indemnify Employer of any actual losses, damages, costs and expenses, including attorney’s fees, incurred as a result of the breach of this Agreement or his willful act, omission, fraud or negligence.

15. TERMINATION Employer reserves the right to terminate or cancel this Contract after observing due process for just or valid causes. Termination may be due to any, but not necessarily limited to the following: (a) (b) (c) (d) (e) (f) (g) Inefficiency; Incompetence; Tardiness; Insubordination; Breach of confidentiality and non-disclosure Violation of company’s intellectual property rights Just and authorized causes enumerated in Article 282, 283, and 284 of the Labor Code; (h) Other causes provided in the Company Rules and Regulations; and (i) Other analogous causes.

17. STOCK OPTION PLAN Employee shall be eligible to apply for a stock option plan pursuant to company policies, rules and regulations existing at the time of lodgment after the second year of employment with the company.

18. ACCEPTANCE OF TERMS AND CONDITIONS OF EMPLOYMENT Employee’s affixing of his signature on the herein Employment contract means that: a. b. Employee has read and fully understood the terms and conditions hereof and accepts the same; The terms and conditions

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for the regularization of his employment have been clearly communicated to and accepted by him/her at the time of his engagement.

IN WITNESS WHEREOF, we have set our hands this (state date) at (state place). EMPLOYER EMPLOYEE SIGNED AND WITNESSED BY: _______________________ _______________________ ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) )S.S. BEFORE ME, this (insert date) in (insert place), personally appeared: Name CTC No. Issued at Issued on known to me to be the same persons who executed the foregoing instrument consisting (state number of pages) pages including this Acknowledgment, and who acknowledged to me that the same is their voluntary and free act and deed and those of the parties represented.

IN WITNESS WHEREOF, I set my hand and affix my notarial sea on the date and place above written.

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CONTRACT OF SERVICE

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT OF SERVICE is entered into by and between:

GLOVER RAIS B. SUMAIL, of legal age, single, Filipino citizen and a resident of Number 96 Imelda Village, Baguio City hereinafter referred to as the FIRST PARTY,

-and-

ATTY. GLADYS MARIE S. BUDO, of legal age, single, Filipino, with office address at Number 358, Pelizloy Centrum, Session Road, Baguio City, hereinafter referred to as the SECOND PARTY,

W I T N E S S E T H :

1. The First Party engaged the legal services of the Second Party to represent him in court litigation;

2. The First and Second Party agreed that the payment of acceptance fees and attorney’s fees until the termination of the case shall be Seventy Five Thousand Pesos (Php75,000.00);

3. The above-mentioned amount includes;a. Acceptance feesb. Attorney’s feesc. Notarial feesd. Preparation of pleadingse. Legal advices and Consultations

4. The above-mentioned amount does not include appearance fees per hearing;

5. It is hereby agreed that First Party shall cause the preparation of documents needed for the notarization to be rendered by the Second Party;

6. This contract shall exists and bind the parties until the termination of court litigation;

7. Any modification or changes in this agreement shall only be effected upon a written agreement between the parties.

IN WITNESS WHEREOF, we have hereunto set our hands this 29th day of March 2011, in the City of Baguio, Philippines.

GLOVER RAIS B. SUMAIL ATTY. GLADYS MARIE S. BUDO First Party Second Party

SIGNED IN THE PRESENCE OF:

PEDRO M. SAWAC, JR. FRANCIS ALLEN T. PALIGAN, JR. A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES }

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DONE: IN THE CITY OF BAGUIO } S.S.X ======================= X

BEFORE ME, a Notary Public for and in the City of Baguio, this 29th day of March 2011, personally appeared the following:

NAME COMPETENT EVIDENCE OF IDENTITY DATE & PLACE OF ISSUEGlover Rais B. Sumail Postal ID No. 7612838 Baguio CityGladys Marie S. Budo Postal ID No. 6728027 Baguio City

known to me to be the same persons who executed the foregoing instrument and acknowledged that the same is their free act and voluntary deed. They further acknowledge to me that they affix their signatures above their names for the purpose for which the above instrument is intended.

This instrument consisting of TWO (2) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

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INDEPENDENT CONTRACTOR AGREEMENT(Company)

This Independent Contractor Agreement (“Agreement”) is entered into as of _______________ __, _______, by and between _________________________, with a principal place of business at _________________________________ (“Company”), and ____________, a ____________ corporation, with a principal place of business at ________________________________________ (“Contractor”).

1. Services.

1.1 Nature of Services. Contractor will perform the services, as more particularly described on Exhibit A, for Company as an independent contractor (the “Services”). The Services have been specially ordered and commissioned by Company. To the extent the Services include materials subject to copyright, Contractor agrees that the Services are done as “work made for hire” as that term is defined under U.S. copyright law, and that as a result, Company will own all copyrights in the Services. Contractor will perform such services in a diligent and workmanlike manner and in accordance with the schedule, if any, set forth in Exhibit A. The content, style, form and format of any work product of the Services shall be completely satisfactory to Company and shall be consistent with Company’s standards. Except as specified on Exhibit A, Company agrees that Contractor's services need not be rendered at any specific location and may be rendered at any location selected by Contractor. Contractor hereby grants Company the right, but not the obligation, to use and to license others the right to use Contractor's, and Contractor’s employees’, name, voice, signature, photograph, likeness and biographical information in connection with and related to the Services.

1.2 Relationship of the Parties. Contractor enters into this Agreement as, and shall continue to be, an independent contractor. All Services shall be performed only by Contractor and Contractor's employees. Under no circumstances shall Contractor, or any of Contractor's employees, look to Company as his/her employer, or as a partner, agent or principal. Neither Contractor, nor any of Contractor's employees, shall be entitled to any benefits accorded to Company's employees, including without limitation worker's compensation, disability insurance, vacation or sick pay. Contractor shall be responsible for providing, at Contractor's expense, and in Contractor's name, unemployment, disability, worker's compensation and other insurance, as well as licenses and permits usual or necessary for conducting the Services.

1.3 Compensation and Reimbursement. Contractor shall be compensated and reimbursed for the Services as set forth on Exhibit B. Completeness of work product shall be determined by Company in its sole discretion, and Contractor agrees to make all revisions, additions, deletions or alterations as requested by Company. No other fees and/or expenses will be paid to Contractor, unless such fees and/or expenses have been approved in advance by the appropriate Company executive in writing. Contractor shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation. Contractor hereby indemnifies and holds Company harmless from, any claims, losses, costs, fees, liabilities, damages or injuries suffered by Company arising out of Contractor's failure with respect to its obligations in this Section 1.3.

1.4 Personnel. Contractor represents and warrants to Company that its employees performing Services hereunder will have (a) sufficient expertise, training and experience to accomplish the Services; and (b) executed agreements which state that (i) all work done by the employee will be a work made for hire, as that term is defined under U.S.

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copyright law, and will owned by Contractor; and (ii) the employee assigns all rights in and to all work done by the employee to Contractor. Contractor agrees that all its personnel shall be compensated, taxes withheld, and other benefits made available as required by applicable law and regulations. Contractor shall require all employees who perform Services and/or have performed Services hereunder to sign a copy of the form attached hereto as Exhibit C and Contractor shall forward copies of all of such forms to Company within five (5) days of executing the Agreement and/or within five (5) days of assigning a new employee to perform Services hereunder.

2. Protection of Company's Confidential Information.

2.1 Confidential Information. Company now owns and will hereafter develop, compile and own certain proprietary techniques, trade secrets, and confidential information which have great value in its business (collectively, “Company Information”). Company will be disclosing Company Information to Contractor during Contractor's performance of the Services. Company Information includes not only information disclosed by Company, but also information developed or learned by Contractor during Contractor's performance of the Services. Company Information is to be broadly defined and includes all information which has or could have commercial value or other utility in the business in which Company is engaged or contemplates engaging or the unauthorized disclosure of which could be detrimental to the interests of Company, whether or not such information is identified by Company. By way of example and without limitation, Company Information includes any and all information concerning discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research techniques, customer and supplier lists, marketing, sales or other financial or business information, scripts, and all derivatives, improvements and enhancements to any of the above. Company Information also includes like third-party information which is in Company's possession under an obligation of confidential treatment.

2.2 Protection of Company Information. Contractor agrees that at all times during or subsequent to the performance of the Services, Contractor will keep confidential and not divulge, communicate, or use Company Information, except for Contractor's own use during the Term of this Agreement to the extent necessary to perform the Services. Contractor further agrees not to cause the transmission, removal or transport of tangible embodiments of, or electronic files containing, Company Information from Company's principal place of business, without prior written approval of Company.

2.3 Exceptions. Contractor's obligations with respect to any portion of the Company Information as set forth above shall not apply when Contractor can document that (i) it was in the public domain at the time it was communicated to Contractor by Company; (ii) it entered the public domain subsequent to the time it was communicated to Contractor by Company through no fault of Contractor; (iii) it was in Contractor's possession free of any obligation of confidence at the time it was communicated to Contractor by Company; or (iv) it was rightfully communicated to Contractor free of any obligation of confidence subsequent to the time it was communicated to Contractor by Company.

2.4 Company Property. All materials, including without limitation documents, drawings, drafts, notes, designs, computer media, electronic files and lists, including all additions to, deletions from, alterations of, and revisions in the foregoing (together the “Materials”), which are furnished to Contractor by Company or which are developed in the process of performing the Services, or embody or relate to the Services, the Company Information or the Innovations (as defined below), are the property of

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Company, and shall be returned by Contractor to Company promptly at Company's request together with any copies thereof, and in any event promptly upon expiration or termination of this Agreement for any reason. Contractor is granted no rights in or to such Materials, the Company Information or the Innovations, except as necessary to fulfill its obligations under this Agreement. Contractor shall not use or disclose the Materials, Company Information or Innovations to any third party.

3. Prior Knowledge and Relationships.

3.1 Prior Inventions and Innovations. Contractor has disclosed on Exhibit D, a complete list of all inventions or innovations made by Contractor prior to commencement of the Services for Company and which Contractor desires to exclude from the application of this Agreement. Contractor will disclose to Company such additional information as Company may request regarding such inventions or innovations to enable Company to assess their extent and significance. Company agrees to receive and hold all such disclosures in confidence.

3.2 Other Commitments. Except as disclosed on Exhibit D to this Agreement, Contractor has no other agreements, relationships or commitments to any other person or entity which conflict with Contractor's obligations to Company under this Agreement. Contractor agrees not to enter into any agreement, either written or oral, in conflict with this Agreement.

4. Assignment of Contractor's Inventions and Copyrights.

4.1 Disclosure. Contractor will promptly disclose in writing to Company all works, products, discoveries, developments, designs, innovations, improvements, inventions, formulas, processes, techniques, know how and data (whether or not patentable, and whether or not at a commercial stage, or registrable under copyright or similar statutes) which are authored, made, conceived, reduced to practice or learned by Contractor (either alone or jointly with others) during the period Contractor provides the Services as a result of performing the Services including any concepts, ideas, suggestions and approaches related thereto or contained therein (collectively, the “Innovations”).

4.2 Assignment. Contractor hereby assigns and agrees to assign to Company, without royalty or any other consideration except as expressly set forth herein, all worldwide right, title and interest Contractor may have or acquire in and to (i) all Materials; (ii) all Innovations (iii) all worldwide patents, patent applications, copyrights, mask work rights, trade secrets rights and other intellectual property rights in any Innovations; and (iv) any and all “moral rights” or right of “droit moral” (collectively “Moral Rights”), that Contractor may have in or with respect to any Innovations. To the extent any Moral Rights are not assignable, Contractor waives, disclaims and agrees that Contractor will not enforce such Moral Rights. Contractor agrees that such assignment shall extend to all languages and including the right to make translations of the Materials and Innovations. Additionally, Contractor agrees, at no charge to Company, but at Company's sole expense, to sign and deliver to Company (either during or subsequent to Contractor's performance of the Services) such documents as Company considers desirable to evidence the assignment of all rights of Contractor, if any, described above to Company and Company's ownership of such rights and to do any lawful act and to sign and deliver to Company any document necessary to apply for, register, prosecute or enforce any patent, copyright or other right or protection relating to any Innovations in any country of the world.

4.3 Power of Attorney. Contractor hereby irrevocably designates and appoints each

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of Company and its Secretary as Contractor's agent and attorney in fact, to act for and in Contractor's behalf and stead, for the limited purpose of executing and filing any such document and doing all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights or other protections which employ or are based on Innovations with the same force and effect as if executed and delivered by Contractor.

4.4 Representations and Warranties. Contractor represents and warrants to Company that (a) Contractor has full power and authority to enter into this Agreement including all rights necessary to make the foregoing assignments to Company; that in performing under the Agreement; (b) Contractor will not violate the terms of any agreement with any third party; and (c) the Services and any work product thereof are the original work of Contractor, do not and will not infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party. Contractor shall defend, indemnify and hold Company and its successors, assigns and licensees harmless from any and all claims, actions and proceedings, and the resulting losses, damages, costs and expenses (including reasonable attorneys' fees) arising from any claim, action or proceeding based upon or in any way related to Contractor's, or Contractor’s employees, breach or alleged breach of any representation, warranty or covenant in this Agreement, and/or from the acts or omissions of Contractor or Contractor’s employees.

5. Termination of Agreement.

5.1 Term. This Agreement shall be effective from the date first listed above for the period set forth on Exhibit A, or until completion of the Services, as applicable, unless sooner terminated by either party in accordance with the terms and conditions of this Agreement (“Term”). This Agreement is terminable by either party at any time, with or without cause, effective upon notice to the other party. If Company exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately, except that Company shall be obligated to compensate Contractor for work performed up to the time of termination. If Contractor exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately. Additionally, this Agreement shall automatically terminate upon Contractor’s death. In such event, Company shall be obligated to pay Contractor’s estate or beneficiaries only the accrued but unpaid compensation and expenses due as of the date of death.

5.2 Continuing Obligations of Contractor. The provisions of Sections 1.1 (as relates to creation and ownership of copyright), 1.2, 1.3, 2, 3, 4, 5.2, and 6 shall survive expiration or termination of this Agreement for any reason.

6. Additional Provisions.

6.1 Governing Law and Attorney’s Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its choice of law principles. The parties consent to exclusive jurisdiction and venue in the federal and state courts sitting in Orange County, California. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses.

6.2 Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted

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assigns of the parties hereto. Contractor shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the Services without Company’s prior written consent which may be withheld as Company determines in its sole discretion. Any such purported assignment shall be void.

6.3 Severability. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties.

6.4 Entire Agreement. This Agreement, including the Exhibits, constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.

6.5 Injunctive Relief. Contractor acknowledges and agrees that in the event of a breach or threatened breach of this Agreement by Contractor, Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement.

6.6 Contractor’s Remedy. Contractor’s remedy, if any, for any breach of this Agreement shall be solely in damages and Contractor shall look solely to Company for recover of such damages. Contractor waives and relinquishes any right Contractor may otherwise have to obtain injunctive or equitable relief against any third party with respect to any dispute arising under this Agreement. Contractor shall look solely to Company for any compensation which may be due to Contractor hereunder.

6.7 Agency. Contractor is not Company’s agent or representative and has no authority to bind or commit Company to any agreements or other obligations.

6.8 Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the party to be bound. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.

6.9 Time. Contactor agrees that time is of the essence in this Agreement.

6.10 Notices. Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by personal service, by air courier with receipt of delivery, or mailed, certified mail, return receipt requested, postage prepaid, to the address set forth above. Such communications shall be effective when they are received by the addressee; but if sent by certified mail in the manner set forth above, they shall be effective five (5) days after being deposited in the mail. Any party may change its address for such communications by giving notice to the other party in conformity with this section.

CONTRACTOR COMPANY

By: CONTRACTOR (Print Name) Its:

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A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES} DONE: IN THE CITY OF BAGUIO }S.S.X =========================== X

BEFORE ME, a Notary Public in and for the City of Baguio, this 29th day of July 2014 personally appeared ATASHA M. GONZALES and MAVERICK V. LEGASPI personally known to me to be the same persons who voluntary executed the foregoing Contarct to Sell which they acknowledged before me as their free and voluntary acts and deeds.

This instrument consisting of EIGHT (8) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

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CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT TO SELL is entered into by and between:

ARTISTIC ARTS DEVELOPMENT CORPORATION., a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office at Unit 5F Lopez Bldg., Session Rd., Baguio City, Philippines, represented herein by its President and Chairman of the Board, ATASHA M. GONZALES, hereinafter referred to as the SELLER.

-and-

MAVERICK V. LEGASPI, single, of legal age, Filipino citizen,with address at 38 Quezon Hill, Baguio City, Philippines, hereinafter referred to as the BUYER.

WITNESSETH

WHEREAS, the SELLER is the OWNER/DEVELOPER of SAMPAGUITA EXECUTIVE HOMES located at Legarda Road, Baguio City, Philippines;

WHEREAS, the BUYER has agreed to purchase from the SELLER, and the SELLER has agreed to sell to the BUYER, the unit consisting of a lot and the house built or to be built thereon, which is more particularly described below (the “UNIT”), for the price and under such terms and conditions stipulated herein.

NOW, THEREFORE, for and in consideration of the foregoing premises and of the other covenants herein contained, the SELLER hereby cedes, transfers and conveys, by way of CONTRACT TO SELL unto the BUYER, his or her heirs, successors or assigns, the “UNIT” herein described below, subject to the following terms and conditions:

IDESCRIPTION OF THE UNIT

UNIT LOCATION : Located at Legarda Road, Baguio City, Philippines.

DESCRIPTION : Lot No. 8, Block No 12, as shown in the Lot Plan attached hereto as “Annex A”, and covered by Transfer Certificate of Title No.TT9987812 of the Registry of Deeds for Baguio City.

HOUSE : Substantially corresponds with Model Annabella. Constructed in accordance with the approved plans and specifications shown to the BUYER and/or his representative, a copy of which is hereto attached as “Annex B” hereof.

FACILITIES : The Unit is part of the subdivision and housing development project duly registered with the Housing and Land Use Regulatory Board (HLURB) of the Philippine Government which accordingly has passed upon the adequacy, per the HLURB requirements and standards, of the basic infrastructures and facilities in the subdivision, such as: roads, water, electricity, drainage and sewerage disposal.

IIPRICE AND PAYMENT

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2.1 The selling price for the unit shall be ONE MILLION TWO HUNDRED PESOS (P1,200,000.00) (the“Selling Price” VAT INCLUDED), and shall be payable, as follows:

The sum of FOUR HUNDRED THOUSAND PESOS_(P400,000.00) representing thirty (30%) per cent of the Selling Price, has heretofore been agreed to be paid by the BUYER to the SELLER.The balance of the Selling Price, together with the interest thereon, shall be paid on 24 successive monthly installments, to be due and payable without necessity of demand on or before the first day of each month beginning on the month next succeeding delivery by the SELLER to the BUYER of the Certificate of House Turnover referred to in Section 4.1 hereof. The interest shall be due on the balance of the Selling Price for the first amortization year shall be fixed at the rate of FIVE (5%) per cent per annum, and each of the succeeding amortization year thereafter shall be at such rate which will be determined and fixed by the SELLER, within thirty (30) days prior to the commencement of each amortization year, to be then prevailing rate of interest on housing loans. The monthly installment to be paid by the BUYER to the SELLER for the first amortization year shall be in the amount of THIRTY-FIVE THOUSAND PESOS (P35,000.00) . Monthly installment for each succeeding amortization year shall be fixed by the SELLER taking into accounts the applicable interest rate for such year, and communicated to the BUYER prior for the commencement of the amortization year.

2.2 The BUYER shall pay and remit to the SELLER, in addition to the Selling Price, the settlement/miscellaneous charges set forth in “Annex C” (the Miscellaneous Charges) in accordance with the schedule set forth herein.

2.3 The SELLER may increase the Selling Price but only in the event an extraordinary inflation or devaluation of the Philippine Peso supervenes, a provided for in Sec. 1250 of the Civil Code of the Philippines, and only to the extent necessitated by an increase in development and construction costs resulting from such extraordinary inflation or devaluation. The SELLER shall notify the BUYER of the increase in Selling Price in due course and fifteen (15) days from the receipt of the relevant notice, to rescind the contract.

IIITRANSFER OF TITLE

3.1 The SELLER shall execute or cause the execution of a Deed of Absolute Sale in favor of the BUYER, thereby conveying all its rights, interest and Title to the Unit, as soon as the following shall have been accomplished:

(1) Payment in full of the Selling Price and the Settlement or Miscellaneous Charges, as well as of all advances whatsoever which may have been made by the SELLER for the account of the BUYER; and

(2) Completion of the construction of the unit, and provided that the BUYER is not in breach or violation of any provision of this contract.

3.2 The SELLER may, at the request of the BUYER assist the latter in securing the registration with the proper Registry of Deeds of the Transfer of Title to the Unit to the name of the BUYER and the release of the corresponding Transfer Certificate of Title in the name of the BUYER.

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3.3 The title, rights and interest to be thus conveyed to the BUYER shall be subject to the provisions of the Deed of Restrictions and condition of sale attached hereto as “Annex D” hereof (the Deed of Restrictions), the Articles of Incorporation and By Laws of SYNTAX BUILDERS & DEVELOPMENT CORP., zoning regulations or such other restrictions on the use of property as may be imposed by the government and other authorities having jurisdiction thereon, and such other restrictions and easements of record, and the BUYER hereby agrees to be bound thereby.

3.4 The documentary stamps tax, transfer tax, registration fees and other expensesconnected with this contract, the aforementioned Deed of Absolute Sale, and the issuance of the corresponding Transfer Certificate of Title for the Unit shall be for the account of and for, paid by, the BUYER.

IVUNIT OCCUPANCY

4.1 If the BUYER is not otherwise in default under any provision of this Contract,the possession of the Unit shall be delivered by the SELLER to the BUYER within a reasonable period of time from the date of the completion of the construction of the house forming part of the Unit. The SELLER shall deliver to the BUYER at his abovementioned address or at the site of the Unit, a Certificate of House Turnover and the keys to the Unit, (such date of delivery of the Certificate of House Turnover, whether or not it is the actual date of commencement of occupancy of the Unit by the BUYER, is for the purposes of this Contract, and is hereinafter referred to as, “Delivery Date”).

4.2 If the BUYER moves in to the Unit without the corresponding Certificate of House Turnover having been delivered to him, such moving-in shall be deem as unconditional acceptance of delivery of the Unit by the BUYER, and BUYER shall be deemed to have moved-in to the Unit as soon as he, or any party authorized by him, has commenced the occupancy thereof or placed any furniture, appliance or any personal or other belonging therein.

4.3 From and after the Delivery Date, whether or not the Title to/or possession ofthe Unit has been transferred to the BUYER, the BUYER in the place of the SELLER shall observe all the conditions and restrictions, and shall be liable for all risks of loss or damage to the Unit, charges and fees for utilities and services, taxes and other obligations and assessments appertaining to the Unit pursuant to the Deed of Restrictions, and the Articles of Incorporation and By-Laws of the Homeowners Association.

VCONSTRUCTION SCHEDULE

5.1 The SELLER undertakes and commits that, unless prevented by force majeure, it shall complete the construction of the Unit, make the same physically habitable and usable and ready for occupancy for residential purposes with all necessary and customary utilities extended to it, in approximately six (6) months from the date of the execution of this Contract. For purposes of determining the SELLER’s due compliance with its aforementioned obligation, the Unit shall be deemed “complete, physically habitable and usable and ready for occupancy for residential purposes” when the same shall have been determined to be such by the building official of Quezon City and an occupancy permit shall have been issued by the said official, regardless of the BUYER’s acceptance

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or nonacceptance of the Unit. The term “force majeure” as used herein includes, but is not limited to, any act of GOD, strikes, lockouts or other industrial disturbances, serious civil disturbance, unavoidable accidents, blowouts, acts of public enemy, war blockade, public riot, fire, flood explosion, governmental or municipal restraint, court or administrative injunctions or other administrative orders stopping or interfering with the work progress, shortage or unavailability of equipment, materials or labor or restriction thereof or limitations upon the use thereof, delays in transportation, acts of third person(s), and or any other condition, event, cause, or reason reasonably beyond the control of the SELLER.

5.2 Should the SELLER be delayed in the construction or completion of the Unit due to any majeure, the SELLER shall be entitled to such additional period(s) of time sufficient to enable the SELLER to complete the construction of the same, but in any event subject to the provisions of Sec. 5.1 hereof.

5.3 The BUYER expressly agrees and accepts that the failure of the SELLER to complete the Unit within the said six-month period shall not be a ground for the BUYER to rescind or cancel this Contract.

5.4 If the Lot being sold under this contract is not currently improved with aresidential building, the SELLER hereby agrees to complete the construction of the residential building and is deemed complete when it is physically habitable and usable for the purpose for which was purchased, ready for occupancy with all the utilities connected.

A. Notwithstanding the foregoing, the SELLER may extend theperformance of completion of such construction beyond the above stated six (6) months building period for reason not within the SELLER ’s control, due to acts of GOD, extraordinary conditions of weather, casualty loss during the construction period (such as fire or other destruction), unforeseen material shortages, civil unrest, or labor strikes or disruptions.

VISELLER’S RIGHT TO MAKE ALTERATIONS, REPAIRS,

ADDITIONS OR OMISSIONS BEFORE DELIVERY

The SELLER reserves the right, at any time before Delivery Date, to make any alteration, repair, addition or omission, as it may deem necessary, on the LEGACY project or the Unit (provided that the Unit when completed shall substantially conform with the description set forth in Section I hereof), and said alteration, addition or omission shall in no way affect or render void this Contract.

VIIMEMBERSHIP IN THE HOMEOWNERSASSOCIATION

7.1 The BUYER shall, as of the Delivery Date, automatically become a member of the CAMELA EXECUTIVE HOMES which shall be tasked with and responsible for, among others, the maintenance of the common facilities and services for the CAMELA EXECUTIVE HOMES residents. He shall pay the homeowners monthly dues as may be fixed by the Board of Trustees of the association.

7.2 Homeowners Association dues shall constitute a lien on the Unit superior to all

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other liens and encumbrances, save as otherwise provided in this Contract and in any applicable law.

VIIICOMPLIANCE WITH RESTRICTIONS AND COMMUNITY OBLIGATIONS

The BUYER shall comply with the restrictions on the property imposed by the SELLER, as well as the obligations attaching to ownership of a unit and it communal increments, whether or not specified in the Deed of Restrictions.

IXBUYER’S DEFAULT

9.1 Should the BUYER fail for any reason to pay any installment(s) due, togetherwith any interest thereon as provided in this Contract, the rights and obligations of the parties shall be, as follows:

A. If the BUYER is in default in any installment due in accordancewith Sec. II hereof such default occurs when less than two (2) years of installments have been paid, the BUYER shall be entitled to a grace period of sixty (60) days to make the necessary payment without any penalty, provided, however, that the BUYER shall avail of such grace period only once during the entire term of the Contract. Upon failure of the BUYER to update all outstanding installment within the said grace period, or if he shall have previously availed of such grace period, upon failure of the BUYER to pay any installment as and when the same falls due, the SELLER shall have the right, exercisable at its own absolute discretion: [i] to charge the BUYER a late payment charge at the rate of three (3%) percent per month, based in the total amount due and payable, computed from the due date of each installment: and/or [ii] to cancel or rescind this contract, such cancellation and rescission to take effect thirty (30) days from receipt by the BUYER of the notice of cancellation or demand for rescission, by a notarial act. In case of cancellation of this Contract, the total installments paid on the Selling Price shall be forfeited in favor of the SELLER which shall be considered as rentals paid for the use and occupation of the aforementioned unit which shall then be considered as liquidated damages suffered by the failure of the BUYER to fulfill his or her part of this agreement and the consequent delay suffered by the SELLER in disposing the said unit. The BUYER hereby renounces his or her right to demand or reclaim the return of the unit and further obligates himself or herself to peacefully vacate the premises and shall deliver possession of the unit to the SELLER without need of further demand.Furthermore, the BUYER shall also be liable to pay the total amount of interests, advances and late payment charges due and unpaid to the SELLER, as well as unpaid taxes, assessments, and association fees due to the Homeowner’s Association. The SELLER shall have no liability whatsoever to the BUYER in case of cancellation.

B. If the BUYER fails to pay any installment in accordance with Sec. IIhereof and such default occurs when at least two (2) years of installments have been paid, the BUYER shall be entitled to a grace period, equivalent to thirty (30) calendar days for every completed year of installments paid counted from and after the due date of the unpaid installment, the necessary payment without penalty, provided however,

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that the right to avail of such grace period shall be exercised by the BUYER only once in every five (5) years period of the term of this Contract. Upon failure of the BUYER to update all the installment due within such grace period or if the BUYER fails to pay an installment on due thereof when he has previously availed of the said grace period within the given five (5) years period of the term of this Contract, the SELLER shall have the right, exercisable at its own absolute discretion. [i] to charge the BUYER a late payment charge at the rate of three (3%) percent per month, based on the total amount due and payable, computed from the due date of each installment; and/or [ii] to cancel or rescind this Contract after thirty (30) days from receipt by the BUYER of the notice of cancellation or demand for rescission, by notarial act. In case of cancellation of this Contract, fifty (50%) percent of the total installments paid shall be forfeited in favor of the SELLER which shall be reduced by an additional five (5%) percent for every additional completed year of installments, but the amount to be thus forfeited in favor of the SELLER shall not, in any event, be less than ten (10%) percent of the total installment paid.Furthermore, the BUYER shall be liable to pay the total amount of interest, advances and late payment charges due and unpaid to the SELLER as well as unpaid taxes assessment, and association fees due to the Homeowners Association. All of which may be deducted by the SELLER from the balance of the amount paid by the BUYER after deducting the forfeited amount mentioned above. In case of cancellation, the SELLER shall have no liability whatsoever to the BUYER, except to return the balance of the installment payments computed in accordance with the foregoing, without interest.

9.2 Notice to the BUYER mailed at his address as provided hereinabove shall be considered as sufficient compliance with the above requirements for purposes of this Contract.

XOTHER BREACH BY BUYER

Except from non-payment of installments due which is governed by the provisions of Sec. IX hereof, it is herein expressly agreed that upon violation by the BUYER of any of the covenants, terms and conditions contained in this Contract, the Deed of Restrictions, and the Articles and By-Laws of the CAMELA EXECUTIVE HOMEOWNERS ASSOCIATION, then the SELLER shall have the right without need of legal or court action to cancel or terminate this Contract upon written notice to theBUYER, and the SELLER shall be entitled to exercise the rights stipulated in Sec. IX hereof with respect to the forfeiture of installments paid by the BUYER. Additionally, the BUYER shall be liable to pay the total amount of interests, advances and late payment charges then due and unpaid to the SELLER, as well as unpaid taxes, assessments, and association fees due to the Homeowners Association, all of which may be deducted by the SELLER from the amount to be returned to the BUYER as aforementioned.

XIBUYER’S OBLIGATIONS IN CASE OF TERMINATION

11.1 Should this Contract be terminated, cancelled or rescinded in accordance with the penal provisions hereof, the BUYER shall remove, at his own expense and within a period of such cancellation or rescission, all furniture’s and fixtures placed or introduced by the BUYER on the Unit, otherwise the SELLER may, at its own option ad subject to the

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provisions of the next succeeding paragraph, cause the removal of the same at the expense of the BUYER.

11.2 The SELLER is hereby granted possessor lien on all furniture’s and fixtures to be placed or introduced by the BUYER on the Unit to secure the latter’s obligations top the SELLER under this Contract. Should this Contract be terminated, cancelled or rescinded in accordance with the penal provision hereof, and at the time of such termination, cancellation or rescission there are amounts due and owing from the BUYER to the SELLER, the SELLER shall have the right to retain possession of said furniture’s and fixtures until such time as the BUYER shall have paid said amount in full, and if the BUYER fails or refuses to pay such amount’s within a reasonable period of time, the SELLER may sell the retained furniture’s and fixtures and apply the proceeds thereof to the BUYER’s unpaid obligations.

XIIOTHER REMEDIES/RELIEFS OF SELLER

It is understood that the obligation of the BUYER under this Contract (whether or not involving money, remedies or penalties against such BUYER) shall not limit or exclude any obligation of, remedies or penalties against, the BUYER under the Deed of Restrictions, the Articles of Incorporation and By-Laws of the Homeowners Association and existing laws.

XIIIINSURANCE

The SELLER shall have the house forming part of the Unit insured against loss and/or damage by fire and lightning. The BUYER likewise agrees to be covered by a credit redemption insurance during the term of this Contract. Premiums said insurance coverage shall be for the account of the BUYER and shall be paid annually in advance.

XIVASSIGNMENTS BY SELLER

The SELLER expressly reserves the right to assign this Contract and all rights or obligations arising by virtue hereof to any third person without requiring the consent of the BUYER who shall be notified of the assignment.

XVSELLER’S CONSENT TO TRANSFERS

The BUYER shall not transfer or assign to any third person any rights or obligations under this Contract except upon notice to, and with the consent in writing of, the SELLER, it is being understood that this Contract is being executed on the basis of the personal circumstances and representations of the BUYER as hereinabove provided. Any sale, assignment or transaction entered into by the BUYER in violation of this condition may, at the option of the SELLER, be considered null and void, without prejudices to the right of the SELLER to consider the BUYER in default under this Contract.

XVIINCORPORATION BY REFERENCE

The BUYER hereby agrees to be found by all the terms and conditions of the Deed of Restrictions and the Articles of Incorporation and By-Laws of the CAMELA EXECUTIVE HOMES copies of which have been duly furnished by the SELLER to the BUYER. The BUYER further confirms that his obligations under this Contract shall survive the full payment of the Selling Price and the execution of the Deed of Absolute Sale referred to in Section III hereof.

XVII

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GENERAL PROVISIONS

17.1 The BUYER hereby represents that this entire Contract has been read, understood and accepted by him or his authorized representative(s). This Contract sets forth the entire agreement between the parties and supersedes any and all prior understanding and agreements between them. No representation or warranty relating to the Unit and/or the CAMELA EXECUTIVE HOMES project shall be binding upon, or enforceable against the SELLER unless the same is expressly stated or reiterated in this Contract.

17.2 All payments by the BUYER there under shall be applied in the following order of priority:

A. Costs and expenses chargeable to the BUYER, including but notlimited to, insurance premiums and the miscellaneous charges.

B. Late payment charges on:1. Past due interest2. Past due principal

C. Past due interestD. Past due principalE. Current InterestF. Current Principal

17.3 This Contract shall not be considered as changed, modified, altered or in any manner amended by acts of tolerance of the SELLER, unless such changes, modifications, alterations or amendments are made in writing and signed by all parties hereto.

17.4 Amendments of any of the terms hereof shall not be effective unless expressed in writing and duly consented to by all the parties.

17.5 This Contract and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the laws of the Republic of the Philippines. The parties hereby irrevocably agree that any legal action or proceeding arising out or relating to this Contract shall be brought exclusively in the proper courts of the National Capital Region of the Republic of the Philippines. By the execution and delivery of this Contract, the BUYER hereby irrevocably submits, with regard to any such action or proceeding, for himself and in respect of his properties, generally and unconditionally and irrevocably, to the jurisdiction of the aforementioned courts.

17.6 This Contract shall be obligatory and binding upon heirs, successors-in-interest, administrators and assigns of the parties.

17.7 The Certificate of House Turnover, and all notices, letters and/or any communications to the BUYER pertaining to this Contract shall be sent by personal delivery or by postage prepaid registered mail to the BUYER’s address as indicated hereinabove. The BUYER undertakes to promptly inform the SELLER of any changes of address. Such Certificate of House Turnover or any such notice, letter, or communication shall be deemed to have been duly delivered or given to the BUYER on the date of receipts if delivered personally, or the date seven (7) days after posting if transmitted by mail.

17.8 In case the SELLER is compelled to resort to the courts or seek the assistance of legal counsel to protect itself or seek redress for its grievances, the BUYER shall be liable to the SELLER for Attorney’s fees equivalent to at least twenty (20%) percent of the amount of the claim or demand but in no case less than P25,000.00, in addition to the costs and expenses of litigation, without prejudice to any and all reliefs or remedies to which the SELLER may be entitled under this Contract, the law and in equity.

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17.9 In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or enforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Contract. In such event, the parties shall consult as to the manner in which their original intention can be fulfilled as closely as possible, and they will and this Contract accordingly.IN WITNESS WHEREOF, the parties have hereunto set their hands this 29th day of July

2014, in the City of Baguio, Philippines.

ARTISTIC ARTS DEVELOPMENT CORPORATION

BY:

ATASHA M. GONZALESPRESIDENT and CHAIRMAN OF THE BOARDPassport No.AA 5758981Issued on April 8, 2011Issued at Baguio City

Seller

SIGNED IN THE PRESENCE OF:

ANGELICA C. MONTANO FRANKIE C. PANGILINAN

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES} DONE: IN THE CITY OF BAGUIO }S.S.X =========================== X

BEFORE ME, a Notary Public in and for the City of Baguio, this 29th day of July 2014 personally appeared ATASHA M. GONZALES and MAVERICK V. LEGASPI personally known to me to be the same persons who voluntary executed the foregoing Contarct to Sell which they acknowledged before me as their free and voluntary acts and deeds.

This instrument consisting of EIGHT (8) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

MAVERICK V. LEGASPI

Passport No.VV 8987899

Issued on january 4, 2012

Issued at Baguio City

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INDEMNITY AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, SUNNIE B. LARDO and JOCELYN P. LARDO, both died intestate leaving KARYLLE L. HARI, COLEEN L. LUNA and RYAN P. LARDO as the only surviving heirs;

THAT for the purpose of this contract the said deceased is being represented by one of their surviving heirs KARYLLE LARDO-HARI, of legal age, married, Filipino Citizen and with residence and postal address at #002 Carantes Compound, Camp 7, Baguio City, Philippines; by virtue of that Special Power of Attorney executed by her co-heirs COLEEN L. LUNA and RYAN P. LARDO, a copy of which is hereto attached for easy reference.

WHEREAS, at the time of the respective deaths of the said deceased, they maintained the following BANK ACCOUNTS:EQUITABLE PCI BANKMAGSAYSAY-BAGUIO CITY BRANCH

ACCOUNT NUMBER AMOUNT ACCOUNT TYPE02-000B-00152-CTF-A P1, 925,475.70 CTF-A111-81584-5 P1, 076,913.96 PLI

EQUITABLE PCI BANKNEW STA. LUCIA EAST BRANCH

ACCOUNT NUMBER AMOUNT ACCOUNT TYPE1292-06940-1 P14, 550.94 PESO

EQUITABLE PCI BANKABANAO SQUARE MALL BAGUIO CITY BRANCH

ACCOUNT NUMBER AMOUNT ACCOUNT TYPE1474-00778-9 P21, 326.33 Peso Savings Account1474-00752-5 P10, 851.55 Peso Savings Account5474-00045-3 US$2,312.64 Dollar Savings Account

EPCIB FUND 02-0402-00307-ctf-b P499, 634.55

U.S$ FUND 00-0402-00016-ctf-k US$59,573.23

WHEREAS, the surviving heirs of the deceased desire to withdraw the proceeds from the aforementioned accounts. As such, DENISE R. BERNARDO-LAUREL has presented/submitted, among others, the original copies of the respective Death Certificates;

WHEREAS, pursuant thereto, the surviving heirs, through their representative and co-heir herein, hereby release, discharge and free and further undertake to indemnify, Equitable PCI BANK from any and all liabilities, claims, damages, or other causes of whatever nature that may now exist or hereafter exist, in connection with the release in their favor the deposits left by their deceased parents.

IN WITNESS WHEREOF, parties herein affixed their signatures this 21st day of July 2014 in the City of Baguio, Philippines.

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KARYLLE LARDO-HARI RAFAEL L. QUEZONRepresentative Co-heir Bank Manager

Postal ID No. 1228384 Postal ID No. 1457657Valid until January 22, 2015 Valid until August 30, 2016

SIGNED IN THE PRESENCE OF:

JUDY B. AGONCILO RYAN C. CREST

REPUBLIC OF THE PHILIPPINES} DONE: IN THE CITY OF BAGUIO} S.S.x ------------------------------------------- x

A C K N O W L E D G M E N T

BEFORE ME, a Notary Public in and for the City of Baguio, this 21st day of July 2014, personally appeared KARYLLE LARDO-HARI and RAFAEL L. QUEZON, who exhibited to me their respective identification documents appearing below their names and signatures, both known to me to be the same persons who executed and voluntarily signed the foregoing INDEMNITY AGREEMENTand which they acknowledged before me as their free and voluntary acts and deeds.

This instrument consisting of TWO (2) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

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PROMISSORY NOTE

P65,000.00 Baguio City 07 MARCH 2012

FOR VALUE RECEIVED, I, LEAH L. PAMBID, of legal age, married, Filipino and a resident of No. 60 Rimando Road, Baguio City, do hereby PROMISE TO PAY the sum of SIXTY FIVE THOUSAND PESOS (P65,000.00), Philippine Currency, to MARITES C. OLIMPO, of legal age, married, Filipino and a resident of Lot 20 Block 6 Ciudad Grande, PH2 Bakakeng, Baguio City on or before July 15, 2012 without interest.

To secure this obligation, I hereby mortgage my motor vehicle with its school service franchise particularly described as follows to wit:

MAKE AND TYPE . . . MITSUBISHI L300 HSPURMOTOR NUMBER . . . 4D56 CV6393CHASSIS NUMBER . . . LO39PYZL00830PLATE NUMBER . . . AYL 203CASE NUMBER . . . 2001-BC-2100

In the event that I perform my obligation to pay the afore-cited indebtedness, within the agreed term, this promissory note shall be discharged including the personal property mortgaged and shall at once become null and void and of no effect whatsoever, otherwise, it shall subsist and remain in full force and effect in the manner prescribed by law.

Acceptance by the holds of this note of any part thereof after due shall not be considered as extending the period of payment or as modification of any of the condition hereof.

IN WITNESS WHEREOF, we have hereunto set our hands this 7th day of March, 2012, at Baguio City, Philippines.

LEAH L. PAMBID Debtor

TIN # 185-786-990 SSS # 03-7781480-6

SIGNED IN THE PRESENCE OF:

VICTORIA SALVADOR VOLTAIRE T. MABALOT

ACKNOWLEDGMENTREPUBLIC OF THE PHILIPPINES )DONE: IN THE CITY OF BAGUIO )SSX ------------------------------------------- X

BEFORE ME, a notary public for and in the City of Baguio, this 7TH day of March, 2012, appeared the DEBTOR, known to me to be the same person who executed the foregoing PROMISSORY NOTE, and that he acknowledged to me that the same is her free act and deed.

WITNESS MY HAND AND SEAL.

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CONTRACT OF LEGAL SERVICES

KNOW ALL MEN BY THESE PRESENTS:

THIS CONTRACT OF LEGAL SERVICES made and entered into this 21st day of July 2014 at Baguio City, by and between:

MT. PROVINCES SUPERMART, a business company existing and registered under the Securities and Exchange Commission (SEC), owned by Marina B. Rios, located at Upper Session Road, Baguio City, herein after known as the CLIENT;

-and-

DEFENSA, SANTIGO AND ENRILA LAW FIRM under the leadership of Atty. Michelle S. Defensa, based and located at No. 214 Kisad Road, Baguio City herein known as the corporate counsel for the client;

WITNESSETH: WHEREAS, the client entered into and acquired the legal services of Atty. Michelle S. Defensa as the counsel of the Mt. Provinces Supermart in the case instituted by the latter against Juan Miguel b. Paran, docketed as No. E1 – 23456, at Branch 5 of the Regional Trial Court for the case of Shop Lifting;

WHEREAS, while the engagement of Atty. Michelle S. Defensa as lawyer for the Mt. Provinces Supermart, the following terms and conditions have agreed upon: 1. That Atty. Michelle S. Defensa shall not engage her legal services to any business corporations and institutions having related and similarities to that of the business operated by the Mt. Provinces Supermart;

2. That the legal services agreement between the Mt. Province Supermart and Atty. Michelle S. Defensa would expire after five (5) years or on July 21, 2019;

3. That the Mt. Provinces Supermart would not engage the legal services of other lawyers without the prior consent of Atty. Michelle S. Defensa;

4. That any violation committed by either party to the terms and conditions of this contract shall be subject to legal sanctions.

IN WITNESS WHEREOF, the parties have hereunto set their hands this 21st day of July 2014 at the City of Baguio, Philippines.

MARINA B. RIOS ATTY. MICHELLE S. DEFENSAPROPRIETOR Defensa, Santigo and EnrilaLaw FirmMt. Provinces Supermart No. 214 Kisad Road, Baguio CityUpper Session Road, Baguio City IBP No. 144342, Baguio City TIN 099-999-888-008 TIN 000-888-333-666 SIGNED IN THE PRESENCE OF THE WITNESSES:

BERNADETH G. ABELLERA JULIANA B. COLINANG

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SM Centermall Bario DepartmentStore

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES} DONE: IN THE CITY OF BAGUIO} S.S.x ------------------------------------------- x

BEFORE ME, a Notary Public for and in the City of Baguio, this 21st day of July 2014, personally appeared MARINA B. RIOSand ATTY. MICHELLE S. DEFENSApersonally known to me to be the same persons who voluntary executed the foregoing CONTRACT OF LEGAL SERVICES which they acknowledged before me as their free and voluntary acts and deeds.

This instrument consisting of TWO (2) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

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SPECIAL POWER OF ATTORNEY(TO SELL REAL PROPERTY)

KNOW ALL MEN BY THESE PRESENTS:

I, VANESSA M. MUZONES, single, of legal age, Filipino Citizen, with residence at #13 East Bayan Park, Baguio City, Philippines, do hereby NAME, APPOINT, CONSTITUTE and AUTHORIZE VOBBYE JEAN MARON-MARTIN, legal age, married and with postal address at #41 Upper Engineer’s Hill, Baguio City, Philippines to be my true and lawful attorney-in-fact, for me and in my name, place and stead, to do and perform the following acts and things, to wit:

To SELL, CONVEY, and TRANSFER upon terms and conditions acceptable to her that parcel of land with an area of approximately 150 square meters, more or less, located at Tadiangan, Tuba, Benguet Province, covered by ARP No. 99-010-00605 of the Provincial Assessor of Benguet Province;

To EXECUTE, MAKE, SIGN and DELIVER and/or RECEIVE the Affidavit of Transferor for and in my behalf, as well as any and all instruments and or documents necessary to carry into effect the foregoing authority;

HEREBY GIVING AND GRANTING unto my said attorney-in-fact full power and authority to do and perform every act and thing whatsoever requisite and necessary in the premises and hereby confirming and ratifying all that my said attorney shall do or cause to be done for all intents and purposes as I might or could do if personally present until expressly revoked.

IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of April 2011, in the City of Baguio, Philippines.

VANESSA M. MUZONES Principal

Conforme:

VOBBYE JEAN MARON-MARTIN Attorney-in-Fact

SIGNED IN THE PRESENCE OF:

GRETCHEN A. ALUNDAY IRYBELLE M. DINGOASEN

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES } DONE: IN THE CITY OF BAGUIO } S.S.

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X ======================== X

BEFORE ME, a Notary Public in and for the City of Baguio, this 25th day of April 2011, personally appeared Vanessa M. Muzones and Vobbye Jean Maron-Martin who have satisfactorily proven to me their identities through

GRETCHEN A. ALUNDAY, with Driver’s License bearing number AO1-06-053264IRYBELLE M. DINGOASEN, with Taxpayer Identification Number 987-156-321-000

both of whom personally know the parties, that they are the same persons who executed and voluntarily signed the foregoing Special Power of Attorney which they acknowledged before me as their free and voluntary acts and deeds.

This instrument consisting of TWO (2) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

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SPECIAL POWER OF ATTORNEY(TO MORTGAGE LAND)

KNOW ALL MEN BY THESE PRESENTS:

I, SHANA LAURIE P. LOCANO, single, of legal age, Filipino citizen, with residence and postal address at IB 73-A Betag, La Trinidad, Benguet, Philippines, am the owner of a parcel of residential land situated at Bakakeng, Baguio City, and more particularly described as follows:

TRANSFER CERTIFICATE OF TITLE NO. T-13254

“A parcel of land (Lot 7, Pcs-CAR-001227) being a portion of consolidated lots of Lots-69B-4-D & 69-B-4-B, Psd-131102-009571; situated at Rurban Code 131102; Res. Sec. “J”, City of Baguio, Island of Luzon. Bounded on the W., along line 1-2 by Lot 8 of the conso-subd. Plan; on the N., along line 2-3 by Road Lot 9 of the conso-subd. Plan; on the E., along line 3-4 by Lot 6 of the conso-subd. Plan; on the S., along line 4-1 by creek, Beginning at a point marked 1 on plan being N. 58 deg., 45’W., 317.79 m. from Triangulation “BAKAKENG” Baguio Townsite, thence;

N. 3 deg., 21’E., 16.43 m. to point 2;S. 86 deg., 37’E., 13.00 m. to point 3;S. 3 deg., 32’W., 15.72 m. to point 4;N. 89 deg., 44’W., 12.97 m. to point of beginning;

Containing an area of TWO HUNDRED (200) SQUARE METERS, more or less. All points are marked on the ground by Ps cyl. Conc. Mons. 15 x 40 cms. Bearings True; date of original survey on Oct. 26-30, 1925; date of subd. Survey on 07/30/2007; executed by Engr. Ramon P. Dawas and was approved on August 14, 2007.”

WHEREAS, I am an applicant for housing loan with the Home Development Mutual Fund covered by a security of a mortgage on the above-described property;

WHEREAS, I am, however, unable to attend to the matters in respect of raising a loan and mortgaging the said property, and therefore, wish to appoint GLADYS MARIE S. BUDO, of legal age, single, with residence and postal address at #341 Loakan Maridit, Baguio City, Philippines, as my true and lawful attorney to carry out the transaction and which she has agreed to do.

W I T N E S S E T H :

I, SHANA LAURIE P. LOCANO, do hereby name, constitute, and appoint GLADYS MARIE S. BUDO, to be my true and lawful Attorney-In-Fact for me in my name, place and stead, to do all of the following acts, to wit:

1. To file, sign, and execute housing loan application and mortgage contract in connection with my application from the HOME DEVELOPMENT MUTUAL FUND for a loan in any amount that may be approved by the said institution, offering as security for the payment of said loan the property known as TCT No.T-13254 with Registry of Deeds under such terms and conditions as my said Attorney-In-Fact may deem proper and convenient; 2. To sign, execute, and deliver promissory note in favor of the HOME DEVELOPMENT MUTUAL FUND, as well as other documents that may be required by the said institution in connection with the said loan;

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3. To receive the proceeds of the promissory note which my said Attorney-In-Fact may execute in connection with the mortgage contract relative thereto, and give a valid receipt and discharge for the same;

4. To cash, endorse, or negotiate the check that may be issued by the HOME DEVELOPMENT MUTUAL FUND in connection with the said loan;

5. To lodge the document of mortgage for registration in the office of the Register of Deeds and to admit execution thereof;

6. To pay the stamp duty, registration charges in respect of such document or documents;

7. To engage an advocate or solicitor for advice and preparation and approval of the documents to be executed and for help in investigation for making out a marketable title to the said property;

8. To do all other acts and things required to be done incidental to the powers hereinbefore contained.

HEREBY GRANTING AND GIVING unto my said ATTORNEY-IN-FACT full necessary power and authority to do and perform any and every act requisite and necessary to be done in and about the premises as fully to all intents and purposes as I might or could, if personally present and acting in person.

HEREBY RATIFYING AND CONFIRMING all that my said Attorney-In-Fact may also do or cause to be done under and by virtue of these presents.

IN WITNESS WHEREOF, I have hereunto set my hands this 20th day of April 2011, in the City of Baguio, Philippines.

SHANA LAURIE P. LOCANO GLADYS MARIE S. BUDOPrincipal Attorney-In-Fact

SIGNED IN THE PRESENCE OF:

PAULFRED TOMBALI BRANDON C. TULIO

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES } DONE: IN THE CITY OF BAGUIO } S.S.X ======================== X

BEFORE ME, a Notary Public in and for the City of Baguio, this 20th day of April 2011, personally appeared Shana Laurie P. Locano and Gladys Marie S. Budo who have satisfactorily proven to me their identities through:

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PAULFRED S. TOMBALI with Senior Citizen’s Identification card bearing number 56313BRANDON C. TULIO, with GSIS Card bearing number 10131972, valid until October 13, 2015

both of whom personally know the parties, that they are the same persons who executed and voluntarily signed the foregoing Special Power of Attorney which they acknowledged before me as their free and voluntary acts and deeds.

This instrument consisting of THREE (3) pages, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

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SPECIAL POWER OF ATTORNEY(Real Estate Lease)

BY THIS POWER OF ATTORNEY executed at ____________on this ______ day of_____________ I,__________ _________ years of age do hereby nominate, constitute and appoint, _______________resident of _____________As my attorney in my name and on my behalf to do or execute all or any of the following acts or things in connection with the Lease of my house situated at ____________________________

To let lease or give on lease the whole or any part or parts of the said house on such terms and conditions as the said attorney in his absolute discretion thinks fit, accept surrender of possession from such tenant lessee or licensee or other occupier and to take possession and receive rents, profits and income from he said house in whole or in part.

To execute and deliver on my behalf tenancy, agreement, lease deed, licence agreement as may be necessary for letting, leasing or licensing the whole or any part parts of the said house.

To repair from time to time, whitewash, colour wash and do other acts and things to keep the said house in good repair and condition.

To pay, settle, adjust and deduct and allow all accounts, claims and demands or rent, assessment and repairs and other outgoing in respect of the said house.To collect and receive from the licences, tenants and occupiers of the said house all licence fees, rent and other such of money that may be due and to take all lawful proceedings for recovery of he said sums.

And I hereby agree to ratify and confirm all and whatsoever attorney shall do cause to be done by virtue of these presents.

IN WITNESS WHEREOF, I have hereunto set my hands this 20th day of April 2011, in the City of Baguio, Philippines.

WITNESS:

_______________ ____________________

REPUBLIC OF THE PHILIPPINES)DONE IN THE CITY OF BAGUIO) SS.

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in the City of Baguio, personally appeared the parties to this deed presenting competent proof of identification indicated under their respective typewritten names, personally known to me and to me known to be the same persons who executed the foregoing instrument which they acknowledged to me to be their free and voluntary act and deed.

WITNESS MY HAND AND SEAL this 9th day of February, 2013 at Baguio City, Philippines.

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SPECIAL POWER OF ATTORNEYTo Represent in a Case

KNOW ALL MEN BY THESE PRESENTS:

I, EFREN DOSDOS HORTILANO and of legal age, married, Filipino citizen and resident of #181 Bakakeng Central, Marcos Highway, Baguio City, do hereby name, constitute and appoint, STEVEN RAROQUE, likewise of legal age, Filipino citizen and with office address at Rm. 2, 2nd Floor, Luna Apartments, #17 Naguilian Road, Baguio City, as my attorney-in-fact for me and my stead, to do the following acts, to wit:

To represent me in all proceedings including but not limited to the proceeding before the PMC, JRD, and all the sages of the pre-trial in the case entitled “PEOPLE OF THE PHILIPPINES vs EFREN HORTILANO y DOSDOS” for Grave Threats, with criminal case no. 129892 now pending before the Municipal Trial Court, Branch 2, Baguio City.

HEREBY GIVING AND GRANTING unto my said Attorney-in-Fact full power and authority to do and perform all and every act requisite or necessary to carry into effect the foregoing authority, as fully to all intents and purposes as we might or could lawfully do if personally present, with full power of substitution and revocation, and hereby ratifying and confirming all that any of our said attorney-in-fact or his substitutes shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto affixed my signature this 9th day of February, 2013 at the Baguio City, Philippines.

EFREN DOSDOS HORTILANO PRINCIPAL

TIN No. 401-921-031-000

Accepted:

STEVEN C. RAROQUEAttorney-in-FactDriver’s License No. A01-87-019029

SIGNED IN THE PRESENCE OF:

____________________________________

REPUBLIC OF THE PHILIPPINES)DONE IN THE CITY OF BAGUIO) SS.

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in the City of Baguio, personally appeared the parties to this deed presenting competent proof of identification indicated under their respective typewritten names, personally known to me and to me known to be the same persons who executed the foregoing instrument which they acknowledged to me to be their free and voluntary act and deed.

WITNESS MY HAND AND SEAL this 9th day of February, 2013 at Baguio City, Philippines.

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REVOCATION OF SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

I, MONIQUE N. GASCON, single, of legal age, Filipino citizen, with residence and postal address at #34 Honeymoon, Baguio City, Philippines, do hereby revoke and cancel the Special Power of Attorney which I executed in favor of TRIGGER B. SANVICTORRES. The said Special Power of Attorney is docketed and entered in the Notarial Registry of Notary Don Bosco of Baguio City as Doc. No. 90; Page No. 42; Book No. VIX; Series of 2011, under Entry No. 123456-78-901 dated July 21, 2010 of the Memorandum of Encumbrances of TCT. No. T-123789.

HEREBY REVOKING all that my said Attorney can lawfully do or cause to be done by virtue thereof.IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of July 2014, in the City of Baguio, Philippines.

MONIQUE N. GASCONGrantor/PrincipalPassport No. 9088754512Issued on 1/5/12Issued at Baguio City

SIGNED IN THE PRESENCE OF: KRISLYN Y. MARIO MELANIE B. AYODOC

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES } DONE: IN THE CITY OF BAGUIO } S.S.X =========================== X

BEFORE ME, a Notary Public in and for the City of Baguio, this 30th day of July 2014, personally appeared MONIQUE N. GASCON, who has satisfactorily proven to me his identity through ALVARO B. NAVARRO, who is personally known to me and who personally knows the party, that he is the same person who executed and voluntarily signed the foregoing Revocation of Special Power of Attorney which he acknowledged before me as his free and voluntary acts and deeds.

This instrument consisting of ONE (1) page, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.

WITNESS MY HAND AND SEAL.

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SUBSTITUTION OF ATTORNEY IN FACT

KNOW ALL MEN BY THESE PRESENTS:

I, JOSEFA MARIA A. CORDOVA, single, of legal age, Filipino citizen, with residence and postal address at #78 Evagelista St., Aurora Hill, Baguio City, Philippines, as ATTORNEY-IN-FACT, by virtue of the power and authority given by the terms of certain Special Power of Attorney docketed and entered in the Notarial Registry of Notary Public Oliver Queen of Baguio City as Doc. No. 15; Page No. 5; Book No. I; Series of 2011, under Entry No. 123456-78-901 dated January 11, 2011 of the Memorandum of Encumbrances of TCT. No. T-09876 and executed by said CHLOE D. SULLIVAN, a copy of which Power of Attorney is attached hereto, does hereby substitute and appoint ELOISA L. LAZARO to do, perform, and execute every act and thing which I might do or could do as such Attorney in Fact, hereby ratifying and confirming all that the said Attorney and substitute herein named and appointed, shall do in the premises, by virtue hereof and of the said Power of Attorney. IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of July 2014, in the City of Baguio, Philippines.

JOSEFA MARIA A. CORDOVA CHLOE D. SULLIVAN ATTORNEY-IN-FACT

Principal TIN: 123-456-789

TIN:987-654-321 Issued on May 21, 2001 Issued on June 15, 2002 Issued at Baguio City Issued at Baguio City

SIGNED IN THE PRESENCE OF: ALAINA K. BENIDICTO MARTHA W. TOLENTINO

A C K N O W L E D G M E N TREPUBLIC OF THE PHILIPPINES } DONE: IN THE CITY OF BAGUIO } S.S.X ============================ XBEFORE ME, a Notary Public in and for the City of Baguio, this 30th day of July 2014, personally appeared JOSEFA MARIA A. CORDOVA and CHLOE D. SULLIVAN, who has satisfactorily proven to me their identities through competent evidence of their identities provided below their respective names and signatures, and that they are the same persons who executed and voluntarily signed the foregoing Substitution of Attorney-In-Fact which they acknowledged before me as their free and voluntary acts and deeds.This instrument consisting of ONE (1) page, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.WITNESS MY HAND AND SEAL.

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WAIVER, RELEASE AND QUITCLAIM

KNOW ALL MEN BY THESE PRESENTS:I, MA. CONSTANCIA A. CORDOVA, of legal age, Filipino, single and presently residing 45 Holyghost, Baguio City, Philippines , for and in consideration of the sum of Pesos: TWO HUNDRED THOUSAND PESOS (P 200,000.00), receipt whereof in full is hereby acknowledged from University Of the Cordilleras Teachers Association (the “Association”) with principal place of business at Governor Pack Rd., Baguio City, Philippines representing full payment of the Mutual Retirement Benefit System (MRBS) under Policy No 99875., hereby declare and accept that I have no more right or interest of any kind whatsoever from the Association arising from the said policy and I further state that:1. I release, remiss and forever discharge the Association, its successors-in-interest, from any action, sum of money, damages, claims and demands whatsoever, which in law or equity I ever had, now have, or which I, my successors and assigns hereafter may have by reason of any matter, cause or thing whatsoever, up to the time of these presents, the intention hereof being to completely and absolutely release the Association, its successors-in-interest, from any and all liabilities arising wholly, partially or directly from my said transaction with the Association;2. I finally declare that I have read and understood this document of Release Waiver and Quitclaim which is hereby given and made willingly and voluntarily and with full knowledge of my rights under the law.IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of July 2014, in the City of Baguio, Philippines.

MA. CONSTANCIA A. CORDOVATIN: 987-221-251 Issued on March 21, 2004 Issued at Baguio City

SIGNED IN THE PRESENCE OF:

ELAINE T. CHING FIONA B. CHUA

A C K N O W L E D G M E N T

REPUBLIC OF THE PHILIPPINES } DONE: IN THE CITY OF BAGUIO } S.S.X ============================ X

BEFORE ME, a Notary Public in and for the City of Baguio, this 30th day of July 2014, personally appeared MA. CONSTANCIA A. CORDOVA, who has satisfactorily proven to me her identity through competent evidence of her identity provided below her name and signature , , that she is the same persons who executed and voluntarily signed the foregoing Release, Waiver and Quitclaim which they acknowledged before me as their free and voluntary acts and deeds.This instrument consisting of ONE (1) page, including the page on which this acknowledgment is written has been signed on the left margin of each and every page thereof by the parties and their witnesses.WITNESS MY HAND AND SEAL.

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