MEMORANDUM OF AGREEMENT

This Deed of Agreement is made and entered into on 17th day of December 2020

BETWEEN

FARCA FUSION INC. with office address at 23 Colt St. Rancho Estate 1, Concepcion
Dos, Marikina City, Philippines, a domestic company duly organize, registered and
existing under Philippines laws, herein represented by its Chief Executive
Officer JUVY J. ALIMARIO hereinafter referred to as the "SUPPLIER";

AND

THYME GENERAL MERCHANDISE with office address at 44 Rainbow St. SSS

Village, Concepcion 2, Marikina City, Philippines, a domestic company duly organize,
registered and existing under Philippines laws, herein represented by its Chief
Executive Officer LADY DIANE SALAZAR hereinafter referred to as the
"PURCHASER";

WHEREAS THE SUPPLIER has agreed to produce, supply and deliver the following items:

DESCRIPTION UNIT QTY UNIT COST TOTAL

Corned beef 175 grams Can 316,000 Php 35.35 Php 11,170,600.00

Beef Loaf 100 grams Can 460,000 Php 16.98 Php 7,810,800.00

Vienna Sausage 70 grams Can 158,000 Php 19.10 Php 3,017,800.00

Carne Norte 150 grams Can 316,000 Php 26.78 Php 8,462,480.00

Meat Loaf 100grams Can 762,000 Php 16.98 Php 12,938,760.00

Processed Cheese 200 grams Pack 110,000 Php36.00 Php 3,960,000.00

SubTotal: Php 47,360,440.00

Packaging Cost Per Pack with delivery 158,000 Php 10.00 Php 1,580,000.00
Inclusive of warehouse rental

GRAND TOTAL TAX EXCLUSIVE: Php 48,940,440.00

All items shall be delivered in good condition coupled with Delivery Receipt.

WHEREAS THE SUPPLIER AND THE PURCHASER, agree that the total amount of the
abovementioned items, including delivery and repacking is FORTY EIGHT MILLION
NINE HUNDRED FORTY THOUSAND FOUR HUNDRED FORTY PESOS ONLY
( Php 48,940,440.00 );

PAYMENT TERMS: Initial down payment of the above-mentioned items in the amount of
Php 30,000,000.00 shall be paid upon confirmation of this offer. For the value
Php30,000,000.00”, an Operative, Irrevocable, Unconditional, Confirmed Cashier’s check or
Manager’s Cheque (MC) will be issued while balance amounting to Php 18,940,440.00 will
be paid a day before the delivery.

PAYMENT AMOUNT DATE

Metrobank Lilac Check No. 5300180973 P5,000,000.00 12/17/2020

Metrobank Lilac Check No. 5300180974 P 25.000.000.00 12/18/2020

Balance amounting to Php 18,940,440.00 shall be paid on or before 12/22/2020

TOTAL P48,940,440.00

TERMS AND CONDITIONS AS FOLLOWS:

1. This Agreement shall be effective immediately upon its conformity by the contracting
parties and upon completion of the delivery.

2. That the SUPPLIER shall be responsible in delivering the abovementioned items at the
designated warehouse located at Paramount Chemicals, 1Audio Warehouse, 52 Meritt St.
Marikina City (near Engineering Department) anytime between December 19-21, 2020.

3. Further, the SUPPLIER shall be responsible in packing the ordered items and deliver the
same to QUEZON CITY CIRCLE (BASKETBALL COURT) specifically on December
23, 2020. Provided, all the items that will be coming from the PURCHASER that will to
be included in the packaging are all delivered before December 21, 2020 at the
SUPPLIER’s warehouse;
4. The PURCHASER shall shoulder the transportation cost for the delivery.

5. That the quality and quantity of the items shall be based on the agreed specification by
both parties.

6. That the PURCHASER'S authorized representative/s shall inspect the goods at the
SUPPLIER’s warehouse before dispatch for delivery to ensure the quality of the items to
be delivered.

7. The PURCHASER’s Quality Controller shall return the rejected goods to the
SUPPLIER and shall be amenable to change it.

8. That goods shall be delivered immediately by the SUPPLIER upon approval by the
Quality Controller assigned by the PURCHASER.

9. PURCHASER'S authorized representative/s shall accompany the goods to the site of

delivery. Any goods which are not accompanied by the representative/s of the
PURCHASER will not be accepted.

10. BOTH PARTIES here irrevocable agree NOT to circumvent any person or company or
entity involved in this transaction directly or indirectly by means of devise whatsoever, it
is further agreed that this Agreement shall not be cancelled by the parties themselves. To
do so shall mean the outright compensation of the full amount to the aggrieved PARTY;

11. Further, BOTH PARTIES shall treat as confidential, not to disclose to any THIRD
PARTIES, the terms of this agreement or any information concerning the business
including information regarding suppliers, products, and customers without in each
instance obtaining mutual written consent in advance Non-Circumvention of both
parties.

12. That the SUPPLIER shall not without the consent in writing of the PURCHASER
assign or sub-let the contract or any part thereof, or make any agreement with any person/
company for the execution of any portion of the supply. In this regard, consent by the
PURCHASER will not relieve the SUPPLIER from entire responsibility for this
Agreement.
 13. That the SUPPLIER shall indemnify the PURCHASER in respect of all claims,
damages, compensation or expenses payable in consequence of any injury or accident
caused by them and vice versa.

14. Both PARTIES also agree that failure to perform any of the above terms and conditions
shall be valid ground to terminate this Agreement. The isolated exception for failure to
perform according to terms and conditions are only unpredictable occurrences such as
strikes, fire, floods, act of God, Force Majeure, government restrictions, and power
failure.

15. Should any of the party, violates any of the terms of this Agreement, the aggrieved party
shall be entitled to cancel the Agreement and demand damages.

16. Intentional breach of contract shall be dealt with to the fullest extent of the law, including
attorney's fees, compensatory damages any/and all kinds of damages applicable by the
law.

17. That the terms of this Agreement shall be governed by the Laws of the Land of
Marikina City, Metro Manila, Philippines.

18. That if any dispute arises in connection with or under this Agreement between the
Parties hereto, the matter shall be referred to the court or designate and the decision of
the court shall be final, conclusive and binding upon both the parties.

THIS AGREEMENT shall be valid and binding upon signing of this Agreement by the
executer, successor and legal representative of contract parties:

IN WITNESS WHEREOF, both Parties have hereunto set our hands on this -
day of _________2020 in Philippines.

PURCHASER: SUPPLIER:

LADY DIANE SALAZAR JUVY J. ALIMARIO

General Manager Chief Executive Officer
 SIGNED IN THE PRESENCE OF:

________________________________ _____________________________

REPUBLIC OF THE PHILIPPINES)

CITY OF Makati )

BEFORE, a Notary Public, for and in the City of Makati on the 18th day November 2020,
personally appeared the following:

Name Government Issued ID

LADY DIANE SALAZAR DL NO. 0709011442

JUVY J. ALIMARIO Passport No.EC-6022417

Known to me to be the same persons who executed the foregoing MEMORANDUM OF

AGREEMENT between Purchaser and Supplier and they acknowledged to me that the same
are their free and voluntary act an deed.

IN WINTNESS WHEREOF, We have hereunto set our hands and affix our notarial seal on the
date and place first written above.
 JUNE C. REYES
Appointment no. M-357
Suite 1407 Millennium Plaza Hotel,
Makati Avenue corner Eduque Street,
Poblacion, Makati City
IBP #101837/1-07-20/Head Office
PTR #8126038/1-07-20/Makati
Roll of Attorneys’ No. 47479
MCLE Compliance No. VI-29987/12-16-19

Doc. No. _______;

Page No. _______;
Book No. ______ ;
Series of 2020.