MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS

This Agreement made and entered into between:

___________________, Filipino, of legal age

And

___________________, Filipino, of legal age

WITNESSETH, that:

WHEREAS, the first party is the owner of _________ property acquired through a deed of sale
from _____________________, the attorney-in-fact of the heirs of Faylogna.

WHEREAS, the second party has a claim over the said property, which claim has been lodged
through a petition in court with the blab la details

WHEREAS, herein parties are wiling to settle the legal dispute amicably and extrajudicially
subject to certain terms and conditions, and In effect the second party shall drop the case

TERMS OF CONDITION

>That the second party shall be entitled to 25% of the NET price (explain)

>That both or only the first party shall have the exclusive right to offer the subject property for
sale

>That the first party shall have the sole discretion to determine the selling price of the property

(or there should already be a pre-determined minimum selling price for the said whole property)
  Determine and lay down steps to ensure transparency of the sale transactions (to avoid
misdeclaration of selling price)
 That the MOA shall only take effect upon termination by the second party of the pending civil
case
 MISCELLANEOUS PROVISIONS
>termination -> effect of non compliance of this MOA after the dropping of the case

>SECTION FOUR: CONFIDENTIALITY

4.1 All information, data, documents and papers exchanged between the Buyer and the Seller in relation to the
preparation, negotiation and execution of this Memorandum of

Agreement and the Master Power Purchase and Sale Agreement shall be treated by the Parties in utmost
confidentiality and shall not be divulged or shared with any third party, without the prior written consent of the other
Party. The provisions of this Section 4.1 shall survive and continue in full force and effect for a period of three
(3) years after the termination of this Memorandum of Agreement and the Master Power Purchase and Sale
Agreement. (particularly to any prospective buyers)

>SECTION FIVE: GOVERNING LAW

5.1 This Memorandum of Agreement shall be governed by and construed in accordance with the laws of the
Republic of the Philippines.

>SECTION SIX: FURTHER ASSURANCES

6.1 The Parties hereto agree to cooperate with each other, and execute and deliver such other instruments and
documents and take all such actions as may be necessary or desirable to consummate the transactions contemplated
in this Memorandum of Agreement and the Master Power Purchase and Sale Agreement.

>SECTION SEVEN: ASSIGNMENT

7.1 Neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other
Party, which consent may be withheld in the exercise of its sole discretion; provided, however, (a) notwithstanding
the foregoing provision, Buyer may, upon the consent of the Seller, which consent shall not be unreasonably
withheld, assign this Agreement in whole or in part to Buyer’s Affiliate, the surviving corporation with or into
which Buyer may merge or consolidate, or an entity to which Buyer transfers all, or substantially all, of its business
and assets, and further provided, however, that any such assignee shall agree in writing to be bound

by the terms and conditions hereof, and upon such assumption, the assignor shall be relieved of any further liability
hereunder; and, (b) the Seller may, upon the consent of the Buyer, (i) transfer, sell, pledge, encumber or assign this
Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial
arrangements, (ii) transfer or assign this Agreement to an affiliate of the Seller which affiliate’s creditworthiness is
equal to or higher than that of the Seller, or (iii) transfer or assign this Agreement to any person or entity succeeding
to all or substantially all of the assets whose creditworthiness is equal to or higher than that of the Seller; provided,
further however, that in each such case, any such assignee shall agree in writing to be bound by the terms and
conditions hereof, and upon any such assumption pursuant to (ii) or (iii) above, the assignor shall be relieved of any
further liability hereunder.”
 IN WITNESS WHEREOF, the Parties have executed this Memorandum of Agreement as of the day and
year first written above.