MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement executed and entered into this _______ day of , _______, ______________, by and
between;

______________________, of legal age, Filipino, married to

____________________________, with postal address at ______________________________,
Quezon City, hereinafter referred to as the “FIRST PARTY”;

-and-

______________________________., of legal age, Filipino, with postal address at

___________________________, Manila, hereinafter referred to as the “SECOND
PARTY”;

The FIRST PARTY and SECOND PARTY hereto referred as the “Parties”.

WITNESSETH THAT:

WHEREAS, the FIRST PARTY entered into a Deed of Assignment with Properties, Inc.
(hereto referred as “PI”) dated 31 January 1957, pertaining to a commercial stall specifically
described as Space Area - SPL-DX21, with an area of 2530 sq. m, located at the Mechanical
Hyper Building Center, Tubo Ave., Manila, registered in the Notarial Register of Notary
___________________________ as Doc No. 57, Page No. 13, Book No. 111, Series of 1997;

WHEREAS, an Amendatory Agreement has been subsequently executed by and between PI

and the FIRST PARTY dated 30 July 1957, pertaining to the same Deed of Assignment,
amending the Space Area from PLU-DS6621 to PLU-DS92209, with the same number of
square meters, registered in the Notarial Register of Notary Public Vicente G. Villamil as Doc
No. 476, Page No. 48, Book No. 237, Series of 1997;;

WHEREAS, the FIRST PARTY and SECOND PARTY executed a Lease Contract by and
between Jacqueline G. Barbasa and the SECOND PARTY dated 25 July 2018, pertaining to a
commercial stall located at DS-22 Ground Floor and Mezzanine, Prime Block Building,
Tutuban Center, CM Recto Ave., Manila (the “Leased Premises”), with a lease duration
period starting from 01 August 2018 to 31 July 2019, registered in the Notarial Register of
Notary Public Jose L. Chua as Doc No. 409, Page No. 83, Book No. III, Series of 2018;

WHEREAS, the FIRST PARTY received a Final Demand Letter from PI dated 30 January
2010, in relation to the former’s remaining unpaid obligations amounting to Four Million
Three Hundred Ninety Three Thousand Four Hundred Thirty Nine and Thirty Five
Centavos (Php 4,393,439.35) (the “Obligation”), following a series of previous demand
letters dated January 9 and 15, 2019 respectively;

WHEREAS, the above outstanding amount needs to be paid on or before 31 February 2010,
otherwise, the lease by and between PI and the FIRST PARTY will be terminated;

WHEREAS, the SECOND PARTY offers to pay the above outstanding amount in exchange
for the assignment of leasehold rights owned by the FIRST PARTY, in such terms and
conditions to be agreed upon by the Parties, and the FIRST PARTY has accepted such offer
by the SECOND PARTY;

NOW THEREFORE, for and in consideration of the foregoing premises, parties hereto agree,
as they hereby agree to enter into this Memorandum of Agreement (herein referred for
brevity as “Agreement”) in the manner and under terms and conditions as follows:
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TERMS & CONDITIONS:

I. CONSIDERATION

SECOND PARTY shall pay the amount of Six Million Two Hundred Fifty Thousand
Pesos (Php 6,250,000.00) (the “Stated Amount”) 1, inclusive of deducting the rental
deposit and security deposit fees, broken down as follows:

a. PAYMENT OF PRINCIPAL AMOUNT, INTEREST, AND CHARGES. One

Hundred percent (100%) or one-time payment of the Obligation amounting
to Four Million Three Hundred Ninety Three Thousand our Hundred
Thirty Nine and Thirty Five Centavos (Php 4,393,439.35) shall be paid
for and settled by the SECOND PARTY with the TPI, in favor of the FIRST
PARTY, through post-dated checks, as may be delivered according to the
manner, periods and/or its terms and conditions as further described and
specified by the Parties;

b. RENTAL DEPOSIT AND SECURITY DEPOSIT. The rental deposit and

security deposit fees amounting to Two Hundred Sixty Thousand Pesos (Php
260,000.00) each, in the total amount of Five Hundred Twenty Thousand
Pesos(Php 520,000.00) shall be deducted in the Stated Amount by the
SECOND PARTY, as agreed upon by the Parties;

c. Of the remaining balance in the amount of One Million Three Hundred

Thirty Six Thousand Five Hundred Sixty Pesos and Sixty Five Centavos
(Php 1,336,560.65), terms and conditions shall be as follows:

i. The amount of Three Hundred Thirty Six Thousand Five

Hundred Sixty Pesos and Sixty Five Centavos (Php 336,560.65)
shall be paid and settled by the SECOND PARTY to the FIRST
PARTY via one-time payment of post-dated check, upon clearance of
the outstanding obligation of the latter with TPI, pertaining to DS-
PL22; and

ii. The amount of One Million Pesos (Php 1,000,000.00), shall be

paid by the SECOND PARTY to the FIRST PARTY through post-
dated checks, payable in twenty one (21) months, effective 01 June
2019.

II. RETURN OF THE REMAINING POST-DATED CHECKS

The FIRST PARTY shall return the remaining six (6) post-dated checks to the
SECOND PARTY, for the remaining lease period of six (6) months from 01 February
2019 to 31 July 2019, in the total amount of One Million Twenty Thousand Pesos
(Php 1,020,000.00).

III. NOVATION

This Agreement embodies all the terms and conditions agreed upon by the parties
hereto as to the subject matter of this Agreement and supersedes and cancels in all
respects all previous agreements and undertakings, which in this case, is the Lease
Contract executed on 25 July 2018 by and between Jacqueline G. Barbasa and the
SECOND PARTY, between the parties hereto with respect to the subject matter
hereof, whether such be written or oral.

IV. DEED OF ASSIGNMENT

This Agreement shall result to an assignment of leasehold rights by and between the
Parties, whereby the FIRST PARTY assigns, cedes, transfers, conveys, vests and
encumbers unto the SECOND PARTY all of its rights, title and interests to the
1
Please refer to Annex “A” for the breakdown of the Stated Amount pertaining to DTRS-PL82902.
 Page 3

Leased Premises. As a result of the said assignment, the SECOND PARTY hereby
assumes the obligations incurred by the FIRST PARTY pursuant and specific only to
the Leased Premises, and not with any other premises leased by the FIRST PARTY
with third parties.

V. The term of this Agreement shall be six months (6) from its date, or after the
performance of the terms and conditions to which this Agreement has been made,
whichever comes earlier;

VI. Each of the parties to this Agreement warrants and represents unto the other the
following:

a. It has all the requisite power and authority to enter into this Agreement and
to perform its obligations hereunder according to the terms hereof;

b. It shall faithfully perform its obligations under this Agreement;

c. Any delay or failure in the performance hereunder by the party hereto shall
not be construed as default, if and to the extent caused by occurrences
beyond such party’s control, including, but not limited to decrees or
restraints of government, injunctions issued by judicial or quasi-judicial
bodies, wars, riots, civil commotion, sabotage, or any other force majeure of
any case or causes similar to those already specified, which cannot be
anticipated and controlled by such party or parties;

d. Its failure to object to, or to take affirmative action with respect to the
conduct of the other which is in violation of the terms of this Agreement
shall not be construed as a waiver thereof or any future breach; and

e. It shall execute all documents and perform such other acts and things
necessary to carry out the intent hereof, which documents shall be annexed
to and form an integral part of this Agreement.

VII. WARRANTIES AND REPRESENTATIONS BY THE FIRST PARTY

a. The FIRST PARTY hereby warrants and represents that the Leased
Premises is not the subject of a legal dispute or claims to ownership neither
by third parties nor subject to any other obligations or encumbrances. No
third parties are claiming rights to the Leased Premises under any mortgage
or other security document. Otherwise, the FIRST PARTY shall reimburse
the SECOND PARTY for any loss, costs or liabilities it incurs as a result of
the warranties set out above being untrue and false.

b. On Confidentiality. It is understood by and between the Parties that:

i. FIRST PARTY will not disclose information that may be classified as

confidential, that it may receive or obtain as a result of entering into
this Agreement.
ii. The terms contained in this Agreement are confidential information
and shall be used by the FIRST PARTY only for the purposes of the
said Agreement.
iii. The foregoing commitment of the FIRST PARTY shall survive during
the term of this agreement and the latter shall return or destroy all
confidential information upon termination of this Agreement.

VIII. In the event that TPI fully allows in its Amendatory Agreement by and between TPI
and the FIRST PARTY the assignment of leasehold rights by the latter to third
parties, the FIRST PARTY shall immediately notify the SECOND PARTY. The
SECOND PARTY is hereby given preference over the leasehold rights among other
third parties.
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IX. This Agreement embodies all the terms and conditions agreed upon by the parties
hereto as to the subject matter of this Agreement and supersedes and cancels in all
respects all previous agreements and undertakings, which in this case, is the Lease
Contract executed on 25 July 2018 by and between Jacqueline G. Barbasa and the
SECOND PARTY, between the parties hereto with respect to the subject matter
hereof, whether such be written or oral.

X. It is understood this Agreement shall not be construed to have been executed for
any other purpose, function, or capacity. As such, the both parties herein may not be
held liable or be made accountable personally or individually unless the law says or
declares otherwise. This Agreement shall be binding upon all heirs, successors-in
interest, agents, representatives and assignees of both parties.

XI. This Agreement takes effect immediately upon signing hereof and shall terminate
upon the parties’ performance of their respective duties as specified in this
Agreement.

IN WITNESS WHEREOF, the parties, has through their aforementioned representatives, set
their hands as of the date first above written.

________________________________________ _________________________________
MALAKAS KUMAIN MAHILIG MALIGO

With Wife’s Conformity:

_______________________________________
MAHINA KUMAIN

SIGNED IN THE PRESENCE OF:

___________________________________________ ___________________________________________

ACKNOWLEDGEMENT

Republic of the Philippines }

Quezon City } S.S.

BEFORE ME, a Notary Public in and for Quezon City, this 3 1ST day of February, 2010
personally appeared:

Name Valid Govt. Issued

Date and Place of Issuance
ID
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known to me to be same persons who executed the foregoing Memorandum of Agreement

consisting of Six (6) Pages, including the annexes / attachments herewith, and they
acknowledged to me the same is their free and voluntary act and deed.

IN WITNESS WHEREOF, I have set my hand and seal on the day, year, and place first
written.

Doc. No. ;
Page No. ;
Book No. __________;
Series of 2010.
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Annex “A”

Method of Payment (Stated Amount for the Leased Premises)

Breakdown:

For the Stated Amount of PhP 6,250,000.00, pertaining to DSPS-PL900082992 (the

“Leased Premises”), the payment and settlement by the SECOND PARTY to the FIRST
PARTY is detailed as follows:

Amount Breakdown of Payment / Modes of

Settlement Payment /
Settlement
Consideratio PhP 6,250,000.00 Post-dated
n checks
Less: Php 4,393,439.35 Payment of the FIRST PARTY’s Post-dated
remaining unpaid obligation with checks; to be
TPI - Principal Amount, inclusive deducted from
of interest and charges pertaining the Stated
to the Leased Premises. Amount.
PhP 1,856,560.65

(PhP 520,000.00) 2 Months Rental deposit and 2 To be deducted

months security deposit fees from the Stated
amounting to Two Hundred Sixty Amount.
Thousand Pesos (Php 260,000.00)
each.
Balance PhP 1,336,560.65 PhP 336,560.65 shall be paid by Post-dated
the SECOND PARTY to the FIRST check
PARTY upon clearance of the
outstanding obligation of the
latter with TPI, pertaining to DS-
PL22
PhP 1,000,000.00 to be paid by Post-dated
the SECOND PARTY for 21 checks
months, effective 01 June 2019.