MEMORANDUM OF AGREEMENT

 KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement (MOA) is made on this ___ day of June 2021 in Palawan
City, Philippines.

By and between:
 
 MELHAM CONSTRUCTION MANPOWER SERVICES, a company organized and
registered under the laws of the Philippines with principal office address at Macasaet Street
Corner Abad Santos Street Barangay Maunlad Puerto Princesa Palawan Philippines , herein
represented in this Agreement by its FINANCE HEAD, ROCHE V. BONGGAT, hereinafter
referred to as “FIRST PARTY”;

- And -

M. VERANO CONSTRUCTION CORP., a company’s organized and registered under the laws of
the Republic of the Philippines, with principal office address at 8133 Dr. Arcadio Santos Avenue,
Paranaque City,herein represented in this Agreement by its PRESIDENT & CEO, MR. MARLON
VERANO, herein referred to as “SECOND PARTY”;

A. BACKGROUND

1. Smart Telecom was granted a franchise to operate the telco services in the Philippines
and to be able to deliver said services effectively.

2. Smart Telecom accredited FIBERHOME (Philippine branch) as one of their sister

company contractors for the cell-site/data centers construction projects. Distribution of
construction contracts, also referred to as Purchase Orders (POs), is by Region or
Province and each cell site is covered by one PO;

3. FIRST PARTY has been engaged by the above companies as a contractor for their projects
within the whole Philippine territory;

4. The parties have agreed to enter into a business relationship relating to the construction of
cell sites and/or data centers.

5. By virtue of the said relationship, the FIRST PARTY referred to the SECOND PARTY the
above-mentioned Purchase Orders (POs) from Smart Telecom and FIBERHOME.

6. As a result of the FIRST PARTY's referral of Smart Telecom and FIBERHOME’s

Purchase Orders (POs) to the SECOND PARTY, the SECOND PARTY and Smart
Telecom and/or FIBERHOME may enter into separate agreements for the SECOND
PARTY to do the construction of cell-sites and/or data centers.

7. The SECOND PARTY, as an incentive and compensation for the referral, has offered to
pay the FIRST PARTY overriding commission arising from the Purchase Orders (POs)
and the FIRST PARTY has accepted the offer.
 8. SECOND PARTY is a construction company with financial capabilities and engineers,
project managers, and workers who have vast experience in cell site construction and
installation;

9. SECOND PARTY is willing to accept the POs for construction of cell sites/data centers
exclusively and able to successfully execute the same.

B. AGREEMENTS

NOW, THEREFORE, for and in consideration of the foregoing premises and the stipulations
hereinafter appearing, the parties have agreed as follows:

1. For and in consideration of the successful referral of Smart Telecom and FIBERHOME by the
FIRST PARTY to the SECOND PARTY, the SECOND PARTY shall pay the FIRST PARTY as
overriding commission equivalent to Fifteen Percent (15%) from the gross project amounts (per
PO) upon every receipt of payment from Smart Telecom and FIBERHOME or any of its
subsidiaries and affiliates.

2. By virtue of their business relationship, the parties agree on a profit-sharing scheme of Eighty
Percent (80%) - Twenty Percent (20%) in favor of the SECOND PARTY based on Net Profits.

3. Commitment to assign, transfer and refer more POs shall be canceled if SECOND PARTY fails
to successfully and satisfactorily perform on any of its obligations as a subcontractor for the
assigned projects; or if SECOND PARTY commits any act detrimental to the credibility of
FIRST PARTY as an accredited subcontractor of the Smart Telecom and FIBERHOME;

4. Both Parties shall exert their best efforts to ensure the success of the business but in the event
that there are conflicts or controversies in the course of business operations, all matters shall
be amicably settled as much as possible. If the aggrieved party is constrained to pursue legal
action, said party shall be entitled to reasonable legal costs including attorney’s fees.

5. Governing Law: This Agreement shall be governed by and interpreted under the laws of
the Republic of the Philippines.

IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Agreement
on the date and in the place written above.

MELHAM CONSTRUCTION MANPOWER M. VERANO CONSTRUCTION CORP.

SERVICES

FIRST PARTY SECOND PARTY

By: By:

ROCHE V. BONGGAT MARLON VERANO

MCMS FINANCE HEAD PRESIDENT & CEO
 Signed in the presence of:

HAROLD R MERCADO

____________________________ ___________________________

Acknowledgment
 

REPUBLIC OF THE PHILIPPINES )

CITY OF ) S.S.

BEFORE ME, this ____day of ________in the City of ______________________, Philippines,

personally appeared:
 
1. ROCHE V BONGGAT

2. MARLON VERANO

Known to me to be the same persons who executed the foregoing instrument, and they
acknowledged to me the same as their free act and deed. This instrument consisting of two (3)
pages, including this page on which this acknowledgment is written, has been signed in the left
margin on each and every page thereof by the parties and its instrumental witnesses, sealed with
notarial seal.

IN WITNESS WHEREOF, I have hereunto set my hand, the day and place above written.

NOTARY PUBLIC

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