MINUTES OF THESPECIAL MEETING OF THEBOARD OF DIRECTORS OFSTA. MARIA CAR RENTALS, INC.

The board of Directors of Sta. Maria Car Rentals, Inc. (SMCRI) held its organizational meeting at its principal office at 5/F, AAL Building, 4191 Ayala Avenue, Makati City on 13 February 2015 at 5:00 pm.

The Following Directors were presentIan VillaminPaola CasipeDevee BaliwagRache NievaMark Labajo

constituting at least a majority of the Board of the Corporation and a quorum.

I. CALL TO ORDERUpon the request of the directors present, Mr. Ian Villamin acted as Chairman of the meeting and called the same to order. Ms. Rache Nieva acted as Secretary of the meeting and recorded the minutes of the proceedings. II. ELECTION OF OFFICERSThe Board discussed the need to elect the officers of the Corporation.Upon nomination, motion, and elections duly made and seconded, the following were unanimously elected as offices of the Corporation:Ian Villamin - ChairmanPaola Casipe - President Rache Nieva - Corporate Secretary

III. PURCHASE OF FOUR (4) SEDAN UNITSThe Board then discussed the need to purchase four sedan units for the leasing business of SMCRI.Upon motions duly made and seconded, the following resolutions were passed by the Board: RESOLVED, That the Board of Directors of SMCRI hereby authorizes SMCRI to transact business for the purchase of four sedan units with TOYOTA Quezon Avenue;RESOLVED FURTHER, That Mr. Ian Villamin be authorized to sign any and all instruments, or to do any and all acts necessary to effect the foregoing resolution.

IV. ADJOURNMENTThere being no further business to transact, the meeting was thereupon adjourned.

A T T E S T :

Ian VillaminPaola Casipe-VillaminDirector and ChairmanDirector

Devee Baliwag Mark LabajoDirectorDirector

Rache Nieva Director and Secretary of the Meeting

REPUBLIC OF THE PHILIPPINES)MAKATI CITY ) S.S.

SECRETARYS CERTIFICATE

I, RACHE NIEVA, Filipino, of legal age, with office address at 5/F, AAL Building, 4191 Ayala Avenue, Makati City, after having been sworn in accordance with the law hereby certify that:

1. I am the duly elected and qualified Corporate Secretary of STA. MARIA CAR RENTALS, INC. (SMCRI), a corporation duly organized and existing under the laws of the Republic of the Philippines, with address at 5/F, AAL Building, 4191 Ayala Avenue, Makati City.

2. At the meeting of the Board of Directors of SMCRI held on 13 February 2015 at its principal office, during which meeting a quorum was present and acting throughout, the following resolution was unanimously passed:RESOLVED, That the Board of Directors of SMCRI hereby authorizes SMCRI to transact business for the purchase of four sedan units with TOYOTA Quezon Avenue;RESOLVED FURTHER, That Mr. Ian Villamin be authorized to sign any and all instruments, or to do any and all acts necessary to effect the foregoing resolution.

Quezon City, 27 February 2015

RACHE NIEVA Corporate Secretary

SUBSCRIBED AND SWORN to before me this 27th day of February 2015, affiant exhibiting to me her drivers license no. NO4-87-02990 issued at Quezon City and Valid through 8 October 2016.

Atty. Paulina Vega Notary Public

Valid until January 15, 2016

PTR No. 1234567 / 01-18-15

Roll of Attorneys No. 98765

MCLE Compliance No. 222-0097656 / 12-13-2014

88 Corporate Center, Quezon Avenue,

Quezon City

Tel. Nos. 324-9687

Doc. No. 96112

Page No.2;

Book No. 13;

Series of 2015

MINUTES OF THESPECIAL MEETING OF THE BOARD OF DIRECTORS OFSTA. MARIA CAR RENTALS, INC.

The Board of Directors of STA. MARIA CAR RENTALS, INC. (SMCRI) held a special meeting at its office at the 5TH Floor, AAL Building, 4191 Ayala Avenue, Makati City on March 15, 2015 at 1:00 p.m.

The following directors were present:

Ian VillaminPaola Casipe-VillaminDevee BaliwagRache NievaMark Labajo

constituting at least a majority of the Board of Directors of the Corporation and a quorum.

I.CALL TO ORDER

Upon the request of the directors present, Mr. Ian Villamin acted as Chairman of the meeting and called the same to order. Ms. Rache Nieva acted as Secretary of the meeting and recorded the minutes of the proceedings.

II.CONTRACT OF LEASE WITH MR. HAROLD HINGPES

The Chairman sought the Boards approval for the Corporation to transact business with MR. HAROLD HINGPES. Particularly, the Corporation intends to enter into a contract of lease of its four cars.

After some discussion, and upon motion duly made and seconded, the following resolutions were unanimously approved:

RESOLVED, That the Board of Directors of the Corporation hereby authorizes the Corporation to transact business with the AMA Group of Companies for the sale of its creative campaign concepts.

RESOLVED FURTHER, That Mr. Ian Villamin be authorized to sign any and all instruments, or to do any and all acts necessary to effect the foregoing resolution.

III.ADJOURNMENT

There being no further business to transact, the meeting was thereupon adjourned.

A T T E S T :

Ian VillaminPaola Casipe-VillaminDirector and ChairmanDirector

Devee Baliwag Mark LabajoDirectorDirector

Rache Nieva Director and Secretary of the Meeting

REPUBLIC OF THE PHILIPPINES)MAKATI CITY )S.S.

SECRETARYS CERTIFICATE

I, RACHE NIEVA, Filipino, of legal age, with office address at the 5/F AAL Building, 4191 Ayala Avenue, Makati City, after having been sworn in accordance with law hereby certify that:

1. That I am the duly elected and qualified Corporate Secretary of STA. MARIA RENTAL CARS, INC. (the Corporation),a corporation duly organized and existing under the laws of the Republic of the Philippines, with address at the 5/F AAL Building, Ayala Avenue, Makati City.

2. At the meeting of the Board of Directors of the Corporation held on 15 March 2015 at its principal office, during which meeting a quorum was present and acting throughout, the following resolutions were unanimously passed:

RESOLVED, That the Board of Directors of the Corporation hereby authorizes the Corporation to transact business with MR. HAROLD HINGPES for the lease of its four cars.

RESOLVED FURTHER, That Mr. Ian Villamin be authorized to sign any and all instruments, or to do any and all acts necessary to effect the foregoing resolution.

Makati City, 28 March 2015.

RACHE NIEVA Corporate Secretary

SUBSCRIBED AND SWORN to before me this 28th day of March 2015, affiant exhibiting to me her drivers license no. NO4-19-131215 issued at Muntinlupa City and valid through December 18, 2017.

Atty. Paulina Vega Notary Public

Valid until January 15, 2016

PTR No. 1234567 / 01-18-15

Roll of Attorneys No. 98765

MCLE Compliance No. 222-0097656 / 12-13-2014

88 Corporate Center, Quezon Avenue,

Quezon City

Tel. Nos. 324-9687

Doc. No. 96112

Page No.2;

Book No. 13;

Series of 2015

CONTRACT OF LEASE OF MOTOR VEHICLEKNOW ALLMEN BY THESE PRESENTS:

ThisCONTRACTOF LEASE is made and executed at the City of Makati, this day of 12 April 2015, by and between: STA. MARIA CAR RENTALS, INC., a corporation duly organized and existing under Philippine law, with business address at5/F, AAL Building, 4191 Ayala Avenue, Makati City, represented by Mr. Ian Villamin, hereinafter referred to as the LESSOR.-AND- HAROLD HINGPES, Filipino, of legal age, and with residence and postal address at 38 Frost St. Filinvest II, Batasan Hills, Quezon City, hereinafter referred to as theLESSEE.WITNESSETH; ThatWHEREAS,theLESSORis the owner of four motor vehicles described as follows:

Make: HYUNDAISeries: STAREXBody Type: VAN

WHEREAS,theLESSORagrees to lease-out the cars to the LESSEE and the LESSEE is willing to lease the same;NOW THEREFORE, for and in consideration of the foregoingpremises, the LESSOR leases unto the LESSEE and the LESSEE herebyacceptsfrom the LESSOR the LEASED motor vehicles, subject to the following:TERMS AND CONDITIONS1. PURPOSES: Thatthe motor vehicleshereby leased shall be used exclusively by the LESSEE for his city tour business only and shall not be diverted to other uses. It is hereby expressly agreed that if at any time themotor vehicles areused forother purposes, the LESSOR shall have the right to rescind thiscontractwithout prejudice to its other rights under the law.2.TERM: This term of lease is for EIGHT (8) YEARS, from March 30, 2015 to March 31, 2023. Upon its expiration, this lease may be renewed under suchterms and conditionsas may be mutually agreed upon by both partiesand a written notice of intention to renew the lease shall be served to the LESSOR not later than seven (7) days prior to the expiry date of the period herein agreed upon.3. RENTAL RATE: The monthly rental rate for the FOUR (4) leasedmotor vehiclesshall be: EIGHTY THOUSAND PESOS (P 80,000.00),Philippine Currency. All rental payments shall be payable to the LESSOR.4. DEPOSIT: That the LESSEE shall deposit to the LESSOR upon signing of thiscontractand prior to the handing over of the vehicles, an amount equivalent to the rent for THREE (3) MONTHS or the sum of TWO HUNDRED FORTY THOUSAND PESOS (P 240,000.00),Philippine Currency. Wherein the two (2) months deposit shall be applied as rent for the11thand 12th months and the remaining one (1) month deposit shall answer partially for damages and any other obligations resulting from violation(s) of any of the provision of thiscontract5. DEFAULT PAYMENT: In case of default by the LESSEE in the payment of the rental fees, the LESSEE hereby agrees to pay 5% interest per month on any delay in payments. If payment is made through a check and the check is dishonored, the LESSEE is obliged to replace the check under pain of the pre-termination of this agreement.

6. SUB-LEASE: The LESSEE shall not directly or indirectly sublet, allow or permit the vehiclesto be leased or rented 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.7.FORCE MAJEURE: If whole or any part of the leasedvehiclesshall 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 leasedvehiclesduring the term substantially unfit for use and occupation of the LESSEE, then this leasecontractmay be terminated without compensation by the LESSOR or by the LESSEE by notice in writing to the other.10. 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 vehicleswith all corresponding keys and in as good and tenable condition as the same is now, ordinary wear and tear expected. 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 vehiclesand compel the LESSEE to pay rentals therefrom at the same rate plus Twenty Five (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 return the vehiclesafter the expiration of thisContractof Lease or termination for any reason whatsoever.11. 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 (100) % of the amount claimed in the complaint as attorney's fees which shall in no case be less than P50,000.00 pesos in addition to other cost and damages which the said party may be entitled to under the law.12. ThisCONTRACTOF LEASEshall be valid and binding between the parties, their successors-in-interest and assigns.

IN WITNESS WHEREOF,the parties herein affixed their signatures on the date and place above written.Sta. Maria Car Rentals, Inc. Harold HingpesLESSOR LESSEE

Signed in the presence of:

__________________________ _________________________ Stefania Fernandez Olivia Culpo

ACKNOWLEDGEMENT

Republic of the Philippines)_________________________) S.S

BEFORE ME, personally appeared:

Name ID Number Date/Place IssuedIan Villamin 543623 February 24, 2010 / Makati Harold Hingpes 856758 January 07, 2010 / Makati

Known to me and known to the same persons who executed the foregoing instrument and acknowledged to me that the same is their free and voluntary act and deed.This instrument consisting of 4 page/s, including the page on which this acknowledgement is written, has been signed on each and every page thereof by the concerned parties and their witnesses, and sealed with mynotarial seal.WITNESS MY HAND AND SEAL, on the date and place first above written.

Atty. Paulina Vega Notary Public

Valid until January 15, 2016

PTR No. 1234567 / 01-18-15

Roll of Attorneys No. 98765

MCLE Compliance No. 222-0097656 / 12-13-2014

88 Corporate Center, Quezon Avenue,

Quezon City

Tel. Nos. 324-9687

Doc. No. 96112

Page No.2;

Book No. 13;

Series of 2015

CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT OF LEASE is made and executed at the City of Makati this day 16th day of March, 2015, by and between: Ms. Elcah Angangan, Filipino, single, of legal age and with residence and postal address at Dumlao St., Mandaluyong City, hereinafter referred to as the LESSOR. -AND-

Sta. Maria Car Rentals, Inc., a corporation duly organized and existing under Philippine laws, with business address at 5/F, AAL Building, 4191 Ayala Avenue, Makati City, herein represented by Ian Villamin, hereinafter referred to as the LESSEE. WITNESSETH; That WHEREAS, the LESSOR is the owner of THE LEASED PREMISES, a residential property situated at Mandaluyong City; WHEREAS, the LESSOR agrees to lease-out the property to the LESSEE and the LESSEE is willing to lease the same; NOW THEREFORE, for and in consideration of the foregoing premises, the LESSOR leases unto the LESSEE and the LESSEE hereby accepts from the LESSOR the LEASED premises, subject to the following:

TERMS AND CONDITIONS 1. PURPOSES: That premises hereby leased shall be used exclusively by the LESSEE for corporate office and use for garage 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 its other rights under the law. 2. TERM: This term of lease is for THREE (3) YEARS. from March 15, 2015 to March 16, 2018 inclusive. Upon its expiration, this lease may be renewed for another THREE (3) YEARS as my be mutually agreed upon by both parties, written notice of intention to renew the lease shall be served to the LESSOR not later than seven (7) days prior to the expiry date of the period herein agreed upon. 3. RENTAL RATE: The monthly rental rate for the leased premises shall be in PESOS: ONE HUNDRED THOUSAND (P 100,000.00), Philippine Currency. All rental payments shall be payable to the LESSOR. 4. 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 PESOS: ONE HUNDRED THOUSAND (P 100,000.00), Philippine Currency wherein the two (2) months deposit shall be applied as rent for the 11th and 12th 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 provision of this contract. 5. 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, form 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. 6. 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. 7. 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. All of the costs of the repairs & improvements will be shouldered by the LESSEE and all of those will inure to the benefit of Ms. Angangan. 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 (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. 8. 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 (100) % of the amount clamed in the complaint as attorney's fees which shall in no case be less than P50,000.00 pesos in addition to other cost and damages which the said party may be entitled to under the law. 9. This CONTRACT OF LEASE shall be valid and binding between the parties, their successors-in-interest and assigns. IN WITNESS WHEREOF, the parties herein affixed their signatures on the date and place above written.

Ms. Elcah Angangan Sta. Maria Car Rentals Inc. (SMCRI) LESSOR LESSEE

Signed in the presence of: _____________________________ ______________________________ Venus Raj Dayana Sabrina Mendoza

ACKNOWLEDGEMENT Republic of the Philippines)Makati City ) S.S BEFORE ME, personally appeared: Name CTC Number Date/Place Issued Elcah Angangan 24762737485 February 24, 2015/ Mandaluyong CityIan Villamin 57373874959 January 07, 2015 / Manila

Known to me and known to the same persons who executed the foregoing instrument and acknowledged to me that the same is their free and voluntary act and deed.This instrument consisting of 4 page/s, including the page on which this acknowledgement is written, has been signed on each and every page thereof by the concerned parties and their witnesses, and sealed with mynotarial seal.WITNESS MY HAND AND SEAL, on the date and place first above written.

Atty. Paulina Vega Notary Public

Valid until January 15, 2016

PTR No. 1234567 / 01-18-15

Roll of Attorneys No. 98765

MCLE Compliance No. 222-0097656 / 12-13-2014

88 Corporate Center, Quezon Avenue,

Quezon City

Tel. Nos. 324-9687

Doc. No. 96112

Page No.2;

Book No. 13;

Series of 2015

LARIDA & LARIDA LAW OFFICE6772 Ayala Avenue, Makati, Metro ManilaTel No. 619 8000 Email: laridalaw@yahoo.com.ph

Larida and Larida Law Office 6772 Ayala Avenue, Makati, Metro Manila

March 15, 2015

Sta. Maria Car Rentals, Inc. (SMCRI) 5/F, AAL Building4191 Ayala Avenue, Makati City

Dear Sir/Madam:

We write on behalf of our client, Ms. Angangan. You are hereby given notice that you are in breach of your lease agreement for the premises located at 348 Maysilo Street Barangay Plainview, Mandaluyong Metro Manila under the lease dated September 1, 2014 between Ms. Angangan as lessor and SMCRI as tenant.

You are in breach because you are five (5) months delinquent in your payment to Ms. Angangan of the sum of P500,000. As a result of this, Ms. Angangan is terminating the tenancy agreement, and so you are hereby notified that you shall vacate and surrender possession of the premises, and all premises shall be free of all personal possessions. Within fifteen (15) days upon receipt of this letter, the premises shall be cleaned and inspected.

Attached for your reference is the billing for the rental for the months of October 2014-March 2015.

We are giving you fifteen (15) days upon receipt of this letter to pay the rental payments. Otherwise, we shall be constrained to file the necessary legal action.

Sincerely,

Atty. Hiezll Larida Larida and Larida Law Office

REPUBLIC OF THE PHILIPPINESNATIONAL CAPITAL JUDICIAL REGIONREGIONAL TRIAL COURTBranch III, Mandaluyong City

ELCAH ANGANGAN, Plaintiff,

- versus - Civil Case No. 61879

STA. MARIA CAR RENTALS INC. (SMCRI), For: Ejectment of Defendant Defendant. x ----------------------------------------------------x

COMPLAINT

COMES NOW, the Plaintiff in the above-entitled case, through counsel, and to this Honorable Court alleges:

1. That plaintiff is of age, married and residing at No. 80 Agno Street, Quezon City, while defendant is a corporation, with its corporate office at 348 Maysilo Street Barangay Plainview, Mandaluyong, Metro Manila, where it may be served with summons;

2. That plaintiff is the owner of the house located in Mandaluyong City;

3. That on September 1, 2014, plaintiff leased the said house to the defendant for a monthly rental of P100,000 and the initial term of the lease is three (3) years, renewable for another three (3) years, payable within the first five days of each month, and that the lease contract thereon is hereto attached as Annex A;

4. That since October 1, 2004, Ms. Angangan has not receiving any rentals from SMCRI, and that despite repeated demands, defendant had refused to vacate the premises and continues to occupy the same.

5. That written demand (Annex B hereof) to vacate and pay rentals in arrears was sent to and received by defendant but despite said demand, it failed to vacate the same or pay said rentals.

WHEREFORE, it is respectfully prayed that judgment be rendered against the defendant ordering SMCRI:

1. To vacate the premises; 2. To pay the monthly sum of P100,000 beginning on October 1, 2004, with interest thereon at the legal rate until fully paid, until the defendant vacates said premises;3. To pay the sum of P2,000.00 as litigation expenses and attorney's fees.

Quezon City, April 1, 2015

HIEZLL R. LARIDA Attorney for the Plaintiff 6772 Ayala Avenue, Makati City IBP No. 11223; 1/3/1983; Makati City PTR No. 34455; 2/2/1983; Makati City Roll of Attorneys No. 12344

COMPROMISE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:This compromise and settlement agreement is made by and between Ms. Elcah Angangan, (who will be referred to as PLAINTIFF), whose address at Dumalao St., Mandaluyong, and Sta. Maria Car Rentals Inc. and herein represented by Ian Villamin, hereinafter referred to as the LESSEE (who will be referred to as DEFENDANT), whose address is at 5/F AAL Building, 4191 Ayala Avenue, Makati City.

The parties stipulate to the following:

1. SMCRI will pay for its outstanding debt to Ms. Angangan, which by then had already ballooned to P800,000.00, as follows:

a. Assignment of any and all insurance proceeds derived from the four cars in favor of Ms. Angangan (this was estimated to derive approximately P300,000.00); b. SMCRI undertakes to exert all earnest efforts in order to claim the insurance proceeds within three months from the date of execution of the Compromise Agreement. For this purpose, Ians insurance broker-friend, Ms. Audrey Perez, will assist the parties. Her fee shall be shouldered by SMCRI;c. The balance to be paid in installments of P50,000.00 per month for 10 months. The first installment will be due on the fourth month following the execution of the Compromise Agreement, or the month immediately succeeding the remittance of the insurance proceeds in favor of Ms. Angangan, whichever comes first;

2. Immediately upon execution of the Compromise Agreement, SMCRI will vacate the leased premises;

3. Immediately upon vacation by SMCRI of the leased premises, Ms. Angangan will cause the dismissal/withdrawal of the ejectment case;

4. The parties will each shoulder their legal expenses.

5. The parties wish to reach a full and final settlement of the action and all matters arising from the dispute described above.

Therefore, in consideration of the mutual promises set forth, the parties agree to the following:

a. Defendant will pay to plaintiff (on execution of this agreement or as the case may be).b. Plaintiff will execute a Request for Dismissal, dismissing the pending action with prejudice, and deliver this to the defendant (on execution of this agreement or as the case may be).c. Each party releases the other from all rights and claims that they may have against the other arising from the dispute described above.d. This agreement is a compromise of a disputed matter and may not be construed as an admission of any party's liability.e. This agreement was the result of a negotiated settlement and may not be construed as having been prepared by any one party.f. In the event any action is instituted to enforce the provisions of this agreement, the prevailing party will be entitled to recover attorney fees.g. This agreement is intended to bind and benefit the parties, their heirs, agents, legal representatives, assigns, and successors in interest.

Dated: March 15, 2015Ms. Elcah AnganganPlaintiff Dated: March 15, 2015Atty. Michelle CruzCounsel for Plaintiff Dated: March 15, 2015Mr. Ian VillaminDefendant Dated: March 15, 2015Atty. Alfredo M. VariasCounsel for Defendant