EXECUTION copy MEMORANDUM OF AGREEMENT This Memorandum of Agreement (the “Agreement”) is executed on the 1st day July, 2021, by and between: VULCAN INDUSTRIAL AND MINING CORPORATION, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal place of business at Quad Alpha Centrum, 125 Pioneer Street, Mandaluyong City, represented by its President, ADRIAN PAULINO S. RAMOS (hereinafter referred to as "VIMC" or the “Company”); -and- HILARIO G. PAGAUITAN, SOFIA G. PAGAUITAN, MA. HILARNIE MERCURIE P. PARADA, ISAAC HILARIO G. PAGAUITAN I, MICHAEL ABRAHAM G. PAGAUITAN, all of legal age, Filipinos, and with address at Balay San Jose, Rancho Agripino, Brgy. Calamagui West, Sta. Maria, Isabela, represented herein by HILARIO G. PAGAUITAN and SOFIA G. PAGAUITAN (hereinafter referred to as “HGP Group") (VIMC and HGP Group shall be referred to herein collectively as the y of “Parties”, and each, a “Party") WHEREAS: A RECITALS VIMG is a PSE-listed company engaged in the business of mining, oil and petroleum, industrial development and mineral processing, among others; B. The HGP Group is the majority stockholder of East Coast Mineral Resources ‘Company Incorporated ("ECMRC’); ©. ECMRC is the owner of the following Mineral Production Sharing ‘Agreements ("MPSA"): MPSA No. 078-97- XIII, which is currently operated by Cagdiana Mining Corporation; MPSA No. 233-2007-XllI (SMR), which is currently operated by Libjo Mining Corporation, Westernshore Nickel Corporation and Alnor Nac’s Construction and’ Development Corporation; and MPSA No 232-2007 -XIII (SMR) which is covered by an, operating agreement with Oriental Vision Mining Philippines Corporatio D. stock of VIMC; ‘The HGP Group intends to invest and acquire/subscribe to VIMC ao E following thi ‘The HGP Group owns thirty-three percent (33%) of the outstanding capital \crease in VIMC's outstanding capital stock pursuant to this Agreement, “pw At pfEXECUTION COPY through cash or by way of transfer of the HGP Group's ownership in ECMRG, inclusive of its MPSAs, assets and operations, subject to the conditions of the respective operating agreements, into the Company, subject to a third-party fairness opinion/valuation compliant with regulatory requirements; and F, __VIMC acknowledges the strategic value-added which the HGP Group may bring into VIMC and accepts the HGP Group's proposal to acquire/subscribe to such number of shares out of VIMC's increase of authorized capital stock such that the HGP Group shall own Five Billion One Hundred Eighty Million (5,180,000,000) shares out of the increase and more than a majority of VIMC's outstanding capital stock. NOW THEREFORE, for and in consideration of the foregoing premises, and of the ‘mutual covenants and stipulations contained herein, the Parties agree as follows: ARTICLE 1. DEFINITION OF TERMS 1.1. For purpose of this Agreement: “Agreement” has the meaning set forth in the opening paragraph. “Close” or “Closing” shall mean the completion of the subscription/acquisition of the Subscription Shares by the HGP Group out of VIMC's increase of authorized capital stock pursuant to this Agreement. “Closing Date” shall have the meaning set forth in Section 3.2. “Deed of Assignment” shall have the meaning set forth in Section 3.3.2. “Dispute” shall have the meaning set forth in Section 8.1. “HGP Group” shall have the meaning set forth in the parties clause. “HGP Group Closing Documents” shall have the meaning set forth in Section 3.3 “Indemnified Party” means a Party who is entitled to indemnification from another Party under Section 7.1 “Indemnifying Party” means a Party who is responsible for indemnifying another Party under Section 7.1. “Lien” means with respect to any Person, any security interest, mortgage, pledge, charge, hypothecation, assignment, encumbrance, lien (statutory or other), preference, priority or other security arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financii or similar statement or notice filed under any recording or notice statute, any arrangement for the deposit of funds of such Person which cannot be terminated without, the consent of the obligee of any indebtedness of such Person, and any sale andEXECUTION coPY repurchase agreement or lease having substantially the same effect as any of the foregoing). “Long-Stop Date” means the date which is One Hundred Twenty (120) days from the signing of this Agreement. “Losses” has the meaning set forth in Section 7.1. “MPSA” shall mean the Mineral Production Sharing Agreement Nos. 078-97-XIII, 232-2007-Xill (SMR) and 233-2007-XIll (SMR) issued in favor of ECMRC. "Party" means a party to this Agreement and named in the parties clause. “Person” means any individual, partnership, corporation, firm, trust, unincorporated association, joint venture, Philippine governmental authority, or any other entity of whatever nature. “VIMC Closing Documents” shall have the meaning set forth in Section 3.4. “Philippines” means the Republic of the Philippines. “Price Per Share” shall mean One Peso (Php1.00) per share. “PSB” shall mean the Philippine Stock Exchange “SEC" shall mean the Philippine Securities and Exchange Commission. “Subscription Agreement” shall mean the subscription agreements representing the subscription of the HGP Group to the Subscription Shares, as set forth in Section 3.3.1. “Subscription Price” shall have the meaning set forth in Section 2.2. “Subscription Shares" shall mean Five Billion One Hundred Eighty Million (5,180,000,000) common shares of VIMC out of the increase of VIMC's authorized capital stock to be applied for pursuant to this Agreement, “Transaction Documents” shall mean this Agreement, the Subscriptio! Agreement/s, Deed of Assignment and any other agreements or documents which the Parties shall execute to give effect to the transactions contemplated in this Agreement. “VIMC" shall have the meaning set forth in the parties clause. Ge 3 1.2. Interpretation, In this Agreement, unless the context otherwise requires: (a) Words importing the singular number shall include the plural and vice versa, and words importing the masculine shall include the feminine and neuter gender and vice versa; ¥EXECUTION copy (b) Any reference to Articles, Sections, Schedules or Annexes is a reference to articles and sections of, and schedules or annexes to, this Agreement; (©) Any reference to any document instrument or agreement (\) shall include all annexes, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (ili) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemental from time to time in accordance with the terms thereof and in effect at any given time; (d) The headings to the Articles, Sections and paragraphs herein are inserted for ease of reference only and shall notaffect the interpretation thereof or of this Agreement; (e) Any reference to “writing” or cognate expressions includes a reference to telex, cable, facsimile transmission or comparable means of communications; (f) Any reference to a Person includes its permitted successors and permitted assigns; (g) The words "include", “includes’ and “including” are not limiting and shall be deemed to be followed by the words “without limitation’, whether or not so followed; (h) The words “hereof’, “herein”, and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document; (0 Any reference to “days” shall mean calendar days. References to a time of day shall mean such time in Metro Manila, Philippines, unless otherwise specified; (j) This Agreement is the result of negotiations among, and has been reviewed by, the Parties and their respective counsels and/or advisors. Accordingly, this Agreement shall be deemed to be the product of all the Parties. ARTICLE 2 AGREEMENT TO SUBSCRIBE 2.1. Agreement to Subscribe. Subject to the terms and conditions of this ‘Agreement, the HGP Group agrees to subscribe to the Subscription Shares at the Price P Share and pay the Subscription Price pursuant to this Agreement. 2.2. Payment of the Subscription Price. In consideration of the subscription by the HGP Group to the Subscription Shares, the HGP Group shall pay VIMC a subscription price at the Price Per Share (the "Subscription Price”) in full in cash, assets and/or shares in held in ECMRC, supported by a third-party valuation/fairness opinion to be secured by the Parties, as applicable, on or prior to Closing, 2.3. Exclusivity. From the date of this Agreement until Closing, or unless the Agreements terminated earlier, each of the Parties shall not directly or indirectly, solicit any offers from, or be involved in any discussions or negotiations with, or enter into yy WfEXECUTION COPY agreement or arrangement with, or provide any information (unless required by law, PSE and/or SEC regulations) about the business of VIMC and/or ECMRC, as applicable, to any third parties with respect to the (I) subscription or issuance of the Subscription Shares; (ii) the ECMRC shares and/or its MPSAs and/or its operating agreements or (iii) any other similar transaction(s) as those contemplated under this Agreement. 24. Application of the Subscription Price. ‘The Parties agree that the ‘Subscription Price shall be applied as deposit for future subscription in connection with the application for the increase of authorized capital stock of VIMC to accommodate the Subscription Shares under Section 3.5.1 herein. ARTICLE 3 PRE-CLOSING, CLOSING AND POST-CLOSING 3.1. Undertakings Prior to Closing, Immediately after the signing of this Agreement and/or prior to Closing Date: 3.1.1. VIMC shall cause the setting of a record date for the Annual Stockholders’ Meeting of the Company to be approximately held within the first week of September 2021 or at such other date agreed upon by the Parties. 3.1.2, VIMC shall secure the approval of its stockholders in the Annual Stockholders’ Meeting for the transactions contemplated under this Agreement, including the amendment of its articles of incorporation, Increase of its authorized capital stock to accommodate the Subscription Shares, and the subscription of the HGP Group for the Subscription Shares; 3.13. The Parties shall cooperate to secure a_ third-party valuation/fairness opinion, at the expense of the HGP Group, should the Subscription Price be paid by way of assets and/or shares held by the HGP Group in ECMRC; 3.14, The Parties shall not perform, take any action, implement any poli or incur or permit to exist any act, transaction, event, or occurrenct which would be inconsistent with the representations and warranties set forth in this Agreement; 3.1.5, Subject to mutual agreement by the Parties, VIMC and/or ECMRC shall not: make any dividend declaration and payment or other distributions; make any change in the level of borrowing or in its working capital requirements; repay any borrowing or indebtedness in advance of its stated maturity; cause any increase or decrease in the levels of debts or receivables; cause any change in accountin methods, principles, or practices; cause any material adverse change in the financial position or in the prospects of the Company or ECMRC and ensure that no event, fact or matter has occurred which We;EXECUTION COPY is likely to give rise to such change; or enter into a new contract, liability, or commitment (whether in respect of capital expenditure or otherwise unless in the usual course of business); 3.1.6. VIMC shall cause the election/appointment of three (3) regular directors nominated by the HGP Group; 3.1.7. VIMC shall cause the election/appointment of directors nominated by the HGP Group in its Annual Stockholders’ Meeting. 3.2, Closing. The Closing shall take place within five (5) days from the fulfillment of the conditions under Section 3.1 herein at the offices of VIMC or at such other date and place as the Parties shall designate (the “Closing Date"). 3.3. On Closing Date, and unless waived by the other Party, the HGP Group shall deliver to VIMC (the “HGP Group Closing Documents"): 3.3.1. The Subscription Agreement(s) (the "Subscription Agreement’) executed by the HGP Group substantially in the form in ANNEX “A” in relation to the Subscription Shares; 3.3.2. The Deeds of Assignment (the "Deed of Assignment”) substantially in the form in ANNEX “B", and the relevant proxy/ies from the HGP Group in favor of VIMC, should the Subscription Price be paid in assets and/or shares held by the HGP Group in ECMRC; and 3.3.3, A sworn and notarized certificate in the form attached hereto as ANNEX “C" executed by a duly authorized representative of the HGP Group certifying to: (a) the truth and correctness of the representations and warranties under Section 4.2 as of Closing Date, in relation to Section 5.2.3; and (b) stating that there has been no action or proceeding instituted to restrain or prohibit any of the transactions contemplated in this Agreement, in relation to Section 52.1, 3.4. On Closing Date, and unless waived by the other Party, VIMC shall deliver to the HGP Group (the "VIMC Closing Documents 3.4.1. A sworn and notarized certificate in the form attached hereto a: ANNEX "D" executed by a duly authorized representative of VIMC certifying to: (a) the truth and correctness of the representations. and warranties under Section 4.1 as of Closing Date, in relation Section 5.1.3; and (b) stating that there has been no action or proceeding instituted to restrain or prohibit any of the transactions contemplated in this Agreement, in relation to Section 5.1.4; and 34,2 Written resolution of the Board of Directors and/or stockholders 9 VIMC approving this Agreement and the transactions contemplated herein, including the increase in the authorized capital stock gy WH,EXECUTION COPY VIMC, subsequent issuance of the Subscription Shares in favor of the HGP Group in exchange of the assignment by the HGP Group of their assets and/or shares in ECMRC to VIMC, as applicable. 35. Post-Closing Undertakings. Immediately upon Closing or within a reasonable time thereafter: 3.5.1. VIMC, through the HGP Group, shall cause the filing of an application for the amendment of its articles of incorporation and increase of authorized capital stock with the SEC to accommodate the Subscription Shares and secure the SEC approval of the same; 3.5.2, The HGP Group shall secure the necessary Certificate Authorizing Registration ("CAR") for the transfer of the shares in ECMRC to VIMC; 3.5.3. VIMC shall update its Stock and Transfer Book and/or registry of current list of stockholders following the approval of the SEC under Section 3.5.1 herein and the receipt of the CAR; 3.5.4. VIMC shall file an amended General Information Sheet with the SEC which accurately reflects the subscription of the HGP Group to the Subscription Shares and pay the corresponding documentary stamp taxes to the same; 3.5.5. VIMC shall issue the corresponding stock certificates to the HGP Group for the Subscription Shares; 3.5.6. VIMCshall make all other necessary filings with the PSE and/or SEC in connection with the foregoing; 3.5.7. The HGP Group shall cause ECMRC to update its Stock and Transfer Book; 3.5.8. The HGP Group shall cause ECMRC to file an amended Gener} Information Sheet with the SEC which accurately reflects th ownership of VIMC to the ECMRC shares and pay the correspondin, documentary stamp tax; and 3.5.9. The HGP Group shall cause ECMRC to issue the corresponding stock certificates to VIMC for the ECMRC shares. ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PARTIES 4.1. Representations and Warranties of VIMC. Unless waived by the other Party, VIMC hereby represents and warrants to the HGP Group, as of the date of this Agreement and as of Closing Date: " H 7EXECUTION COPY (a) Corporate Matters and Capital Structure (i) VIMC is duly incorporated and is validly existing under the laws of the Philippines, and has full power, authority, and legal right to own its assets and carry on its businesses. (ii) VIMC has secured or shall secure the relevant board and stockholder (as applicable) approvals for the issuance of the Subscription Shares to the HGP Group. Gi) VIMC has obtained the consent of all governmental and non- governmental third parties, including creditors, as applicable, to complete the transactions under this Agreement. (ix) Each of the Transaction Documents has been duly authorized and, when executed by VIMC will constitute its valid and legally binding obligation, enforceable in accordance with its terms, There has been no petition filed, order made or effective resolution passed for the rehabilitation, liquidation, dissolution or winding up of VIMC and/or its relevant subsidiary or affiliate as applicable. (xi) The execution and performance by VIMC of any of its obligations under this Agreement and any of the Transaction Documents contemplated thereby do not: (I) conflict with or result ina breach of any ofthe terms, conditions or provisions of, or constitute a default, or require any consent under, any indenture, mortgage, agreement or other instrument or arrangement to which it is a party or by which it is bound; (ii) violate any of the terms or provisions of VIMC's charter; or (lil) violate any authorization, judgment, decree or order or any statute, law, rule, regulation or requirement applicable to it or its properties (2) The Subscription Shares (@) Upon their issuance, the Subscription Shares shall be duly and validly authorized by all necessary corporate actions of VIMC and shall not be subject to any pre-emptive rights, rights of first refusal or other restrictions on transfers or third party rights which would not have been waived, and there is no existing agreement, arrangement or obligation to create or grant a lien or other third party right obligating VIMC (or any subsequent transferee) with respect to any of the Subscription Shares. (©) Assets and Liabilities (i) VIMC has already waived all its rights and interests in its previous mining claims and no longer holds any oll, mining, and petroleum-related assets. (ii) VIMC no longer holds and/or operates any petroleum projects. (iii) The claims of Ninety-Niners Development Corporation and J.D. Muyco & Associates, Inc. against the Company will not ripen into a contingent *py/ future liability. HW AEXECUTION COPY (iv) _ The Compromise Agreement between the Company and Patrick de Vera Caoile dated 07 October 2016 has been fully complied. (4) Labor and Employment (i) VIMC has no employees and/or retirement obligations. {e) Regulatory () __VIMC is currently non-operational and has obtained all material permits, licenses, concessions, and other governmental authorizations, certificates, consents, and approvals necessary to exist as a corporate entity and own its Palawan property assets. (Litigation (The Company is not currently involved, whether as plaintiff or defendant or otherwise, in any civil, criminal or arbitration proceedings in relation to the Subscription Shares and its real properties or in any such proceedings before any tribunal which will ripen into a contingent or future liability (8) Taxes (i) The Company has no open tax cases as of 21 December 2020. 4.2. _ Representations and Warranties of the HGP Group. The HGP Group hereby represents and warrants to VIMC, as of the date of this Agreement and as of Closing Date: (2) General () The HGP Group has obtained the consent of all the concerned parties, including government agencies and existing creditors, as applicable, to complete the transactions under this Agreement. (i) The HGP Group's obligations under this Agreement are solidary. (ii) The HGP Group has full power, authority, and legal right to enter into this Agreement and to execute and deliver this Agreement. Th consummation of the transactions contemplated hereby will not result in the breach or cancellation or termination of any of the terms or conditions of or constitute a default under any agreement, commitment or other instrument to which the HGP Group is a party or by which the HGP Group may be boun affected or violate any law or any rule or regulation of any administrative agenc) or governmental body or any order, writ, injunction or decree of any court, administrative agency or governmental body affecting the HGP Group which violation will materially and adversely affect the subscription by the HGP Grow of Subscription Shares and the transfer of the ECMRC shares. vfa/ Mt 4EXECUTION coPY (lv) _ The HGP Group is the legal and beneficial owner, with good and valid rights, interest and title to the shares they will transfer to VIMC pursuant to this Agreement; that such shares constitute one hundred percent (100%) of the outstanding capital stock of ECMRC; that such shares have been duly authorized, validly issued, and are fully paid; that such shares are not subject to any Liens nor subject to any litigation which may affect the consummation of the transactions contemplated in this Agreement; and that the taxes on the issuance of such shares have been duly paid to the Bureau of Internal Revenue (b) East Coast Mineral Resources Company Incorporated (ECMRC) ()__ECMRC is duly incorporated and is validly existing under the laws of the Philippines, and has full power, authority, and legal right to own its assets and carry on its businesses. (i) ECMRC is the owner of the MPSAs which remain to be valid and subsisting with expiration dates as follows: 19 November 2022 (MPSA No. 078- 97-XIIl (SMR)), 8 June 2032 (MPSA No. 232-2007-KIll (SMR), and 8 June 2032 (MPSA No, 233-2007-XIII (SMR). With respect to MPSA No. 078-97-XIll (SMR), the same is undergoing renewal and ECMRC has not encountered any impediment to such renewal. (iii) _ ECMRC has legal and/or beneficial title to al ofits assets (other than the MPSAs) and has not created any Lien thereon except in the ordinary course of business. (iv) ECMRC is in compliance in all material respects with all applicable laws and regulations. (vy) ECMRC is not in breach of, or in default under, any material agreement, bond or other instrument to which it is expressed to be a party or which is binding upon it or any of its assets or revenues. (vi) ECMRC has obtained all material permits, licenses, concessions, and other governmental authorizations, certificates, consents and approvals necessary to: (a) conduct its business and operate its assets as present conducted and operated; and (b) own its assets. (vil) ECMRC’s audited financial statements as of December 31, 2020 hav, been prepared in accordance with the Philippine Financial Reporting Standard consistently applied and fairly present its financial position and financial performance in all material respects as of December 31, 2020. (viii) There has been no material adverse change in ECMRC's finagcial condition since December 31, 2020, (ix) ECMRC has not taken any corporate action nor have any other steps been taken or legal proceedings been started or to HGP Group's ag: Af 7EXECUTION COPY threatened against ECMRC for its bankruptcy, winding up, dissolution, administration or re-organization or for the appointment of a receiver, administrator, administrative receiver, trustee, bankruptcy trustee or similar officer of it or of any or all of its assets or revenues, (*)__ ECMRC is currently not involved, whether as plaintiff or defendant or otherwise, in any material civil, criminal or arbitration proceedings or tax assessments/tax cases in relation to its assets, the MPSAs, (apart from debt collecting in the ordinary course of business) or in any such proceedings before any tribunal, and which may affect the consummation of the transactions contemplated in this Agreement. (xi) _ Its operating agreements are valid and subsisting except the one with Cagdianao Mining Corporation which is undergoing renewal. (xii) ECMRC has no outstanding obligations except those arising under the loan agreement with its operators under existing operating agreements and with a universal bank, 43 Reliance. Each of the Parties acknowledges that it makes the representations and warranties under this Article 4 with the intention of inducing each Party to which such representations and warranties are given to enter into this Agreement and the other Transaction Documents and to consummate the transaction, contemplated under this Agreement and thateach other Party enters into the Transaction Documents and will consummate the transactions contemplated hereby and thereby on the basis of, and in full reliance on, each of such representations and warranties. Each of the representations and warranties is to be construed independently and (except where this Agreement provides otherwise) is not limited by any other representation and/or warranty. ARTICLES. CONDITIONS TO THE HGP GROUP’S AND VIMC’S OBLIGATIONS 5.1. _ The subscription of the HGP Group to the Subscription Shares on Closing Date is conditioned upon the satisfaction of the following conditions as of the date of his ‘Agreement and as of Closing Date: 5.1.1. Corporate Authorizations. VIMC has obtained all the corpora approvals and authorizations necessary for the execution, delivery, a performance of the Agreement. 5.1.2. No Material Adverse Change. From the date of this Agreement unt the Closing Date, there shall have been no material adverse change in the operations and assets of the Company. 5.1.3. Truth of Representations and Warranties. The representations am warranties of VIMC contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effectas though such representations and warranties had been made on and as of such date, HW wnEXECUTION COPY 5.14, No Litigation Threatened. From the date of this Agreement and until Closing Date, VIMC is not a party to or has been notified of any action or proceeding which has been instituted or, to the knowledge of VIMG, is threatened before a court or other governmental body or by any public authority to restrain or prohibit any of the transactions contemplated hereby. 5.2. The issuance of the Subscription Shares by VIMC in favor of the HGP Group is conditioned upon the satisfaction, at or prior to Closing Date, of the following conditions 5.2.1, No Litigation Threatened. No action or proceeding shall have been instituted, or to the knowledge of the HGP Group, threatened before a court or other government body or by any public authority to restrain or prohibit any of the transactions contemplated hereby. 5.2.2. Authorizations. The HGP Group, as applicable, have obtained all authorizations and approvals, corporate or otherwise, necessary to authorize the execution, delivery, and performance of this Agreement. 5.2.3, No Material Adverse Change. From the date of this Agreement until the Closing Date, there shall have been no material adverse change in the operations and assets of ECMRC. 5.2.4, Truth of Representations and Warranties. The representations and warranties of the HGP Group in this Agreement shall be true and correct in all material aspects on and as of Closing Date with the same effect as through such representations and warranties had been made on and as of such date. ARTICLE 6 TAXES 6.1. Taxes. Taxes, transfer fees, registration fees and other similar fees and taxes due on the issuance of the Subscription Shares shall be for the account of VIMC Taxes and other fees on the transfer and/or assignment of the assets and/or the shar of the HGP Group in ECMRC shall be for the account of the HGP Group. ARTICLE 7 INDEMNIFICATION 7.1. Indemnity. A Party (the “Indemnifying Party’) shall indemnify the other Party (the “Indemnified Party"), without prejudice to the limitations specified in Section 7.2 and 7.3 hereof, from all costs, losses, claims, damages and liabilities, ind reasonable attorneys’ fees (the “Losses"), incurred by such Indemnified Party and aris out of any breach by the Indemnifying Party of any material obligation or warranty contained in this Agreement, except to the extent such Losses relate to the negligence, contractual default or willful misconduct of the Indemnified Party. plEXECUTION copy 7.2, Limitation on Liability. Notwithstanding any other provision of this Agreement, no Party shall be entitled to indirect, moral, exemplary, nominal or consequential losses or damages arising out of or in connection with this Agreement. 7.3. Notice. The Indemnified Party may not bring any claim for Losses against the Indemnifying Party unless the Indemnified Party gives written notice of any such claim, specifying in reasonably sufficient detail the nature of the breach and, to the extent practicable, the amount claimed in respect thereof. 7.4. Survival of Representations and Warranties. The representations and warranties of the Parties hereto contained in this Agreement and the indemnification obligations related thereto pursuant to Sections 7.1 shall survive the Closing but shall terminate and be of no further force or effect upon the expiration of one (1) year after the Closing Date; and a Party cannot raise an indemnity claim against another Party after such expiration. 7.5. Failure to Close or Obtain Approval from the SEC. In the event that: (a) Closing does not occur on or before the Long Stop Date, or such later date as may be mutually determined by the Parties, for any reason; or (b) the Company fails to obtain approval for the increase in authorized capital from the SEC, then this Agreement shall automatically terminate in all respects upon written notice thereby from the HGP Group to VIMC. Upon such termination, all Parties shall be deemed released from any and all obligations that they may have under this Agreement, without prejudice to the rights, and/or remedies that may have accrued in favor of any Party for any breach committed by the other Party prior to such termination, and in any case inclusive of the right of the HGP Group to demand the immediate return of the Subscription Price or any other payments made herein by the HGP Group. In any case, the Party at fault shall be liable for any cost that may have been incurred under this Agreement, including any filing fees paid to the SEC for the increase of authorized capital stock pursuant to this Agreement. 7.6. Exclusive Remedy. After the Closing Date, the indemnification provided for in this Article 7 shall be the sole and exclusive remedy of a Party hereto for asserting claims for Losses with respect to the matters covered under Section 7.1, except in cases of fraud, intentional misrepresentation, willful misconduct or criminal conduct by the other Party. The foregoing however shall not limit any right or remedy of a Party available at law or in equity to seek to enforce any covenant, agreement or obligattyn under this Agreement. ARTICLE 8 ‘TERMINATION AND DISPUTE RESOLUTION 8.1, Amicable Settlement. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including any questions regarding its existence, validity or termination, or regarding a breach thereof (each a "Dispute") shall, so far ass possible, be settled amicably between the Parties within thirty (30) days aker written notice of such Dispute has been given by one Party to the other Parties. Th settlement and, if any, arbitral proceedings pursuant to Section 8.2 shall be kept confidential. If the Parties are unable to settle any such Dispute within such thirty (30)- day period, such Dispute shall be submitted for mediation to VIMC's President or his, HV SfEXECUTION COPY nominee and the HGP Group's representative or his nominee. Such persons shall mediate the Dispute in an effort to assist the Parties to reach a resolution of the Dispute mutually acceptable to the Parties, [f the matter is not resolved within thirty (30) days after it has, been submitted to such officers, any Party may refer such Dispute to arbitration as set forth in Section 8.2. 8.2. Arbitration Procedure. (a) Subject to Section 8.1, any Dispute shall be finally settled by arbitration under and in accordance with the Philippine Dispute Resolution Center, Inc. (the "Rules") as at present in force, which Rules are deemed to be incorporated by reference into this Section 8.2. The place of arbitration shall be in Pasig City or Mandaluyong City, at the election of the Party who institutes arbitration. The tribunal shall consist of three (3) arbitrators. ‘The first arbitrator shall be appointed by the Party which provided notice in writing to the other Party informing the latter of its intention to initiate arbitration, The other Party shall appoint the second arbitrator within one (1) month from receipt of the aforementioned notice. ‘The two arbitrators shall appoint the third arbitrator. The proceedings shall be conducted in English, and the arbitrators shall be conversant in and have a thorough command of the English language, ‘The award rendered by the arbitrators shall be final, conclusive and binding on the Parties and judgment thereon may be entered and enforced in any court of competent jurisdiction. 83. Termination by Mutual Agreement. Notwithstanding the provisions under Sections 8.1 and 8.2, the Parties, by mutual agreement, may terminate this Agreement. In such case, any and all amounts paid by the HGP Group shall be returned to them and the Parties shall be restored to their circumstances prevailing before Closing. Each Party shall bear its own costs for the mutual restitution under this provision. ARTICLE 9 MISCELLANEOUS 9.1, Notices. Any notice to be given by any Party to this Agreement shall be in writing and in English and shall be delivered personally or sent by certified, registered (return receipt requested) or express mail, postage prepaid, electronic mail or private courier. Any such notice shall be deemed given when received and shall be addressed as follows: 9.1.1. if to VIMC to: ADRIAN PAULINO S. RAMOS President Vulcan Industrial and Mining Corporation Quad Alpha Centrum, 125 Pioneer Street Mandaluyong City ramosas@nationalbookstore.com.ph 9.1.2. ifto the HGP Group to: ty HILARIO G. PAGAUITAN Balay San Jose, Rancho Agripino,EXECUTION COPY Bray. Calamagui West, Sta. Maria, Isabela hgpnickel@gmail.com Any Party may, by notice given in accordance with this Section to the other Parti designate another address or Person for receipt of notices hereunder. 9.2, Entire Agreement, This Agreement and the Schedules, Annexes and other documents referred to herein, contain the entire agreement among the Parties with Tespect to the subject matter hereof and supersedes all prior agreements, written or oral with respect thereto. 93. Waivers and Amendments; Non-Contractual Remedies; Preservation of Remedies. This Agreement may be amended, superseded, cancelled, renewed, or extended, and the terms hereof may be waived, only by a written instrument signed by all the Parties or, in the case of a waiver, by the Party waiving compliance. The failure of a Party to insist upon strict adherence to any term of this Agreement on any occasion shall notbe considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. 9.4. Binding Effect; No Assignment, No Third-Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and permitted assigns. Neither this Agreement, nor any right hereunder, may be assigned by any Party, in whole or in part, without the prior written consent of the other Party, except that the Assignee may designate a related party to be the assignee, in whole or in part, prior to the Closing. Nothing in this Agreement is intended or shall be construed to give any person, other than the Parties hereto, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. 9.5. No Joint Venture or Partnership. Notwithstanding anything setforth herein to the contrary, the Parties hereby acknowledge that it is their intention and understanding that the transactions contemplated hereby do not in any way constitute or imply the formation of a joint venture or partnership between the Parties for tax Purposes, nor confer upon any Party the right or power to act as agent for, or the responsibility for the acts or commitments of, any other Party. 9.6. Counterparts. This Agreement may be executed in two or mor counterparts, each of which when so executed and delivered shall be considered a original, but all of which taken together shall constitute one and the same instrument. 9.7. Severability. If any provision contained in this Agreement or any part thereof shall for any reason be held Invalid or unenforceable in any respect under the laws of the Philippines or any other relevant jurisdiction, the remainder of the Agreement shall remain in effect, to the extent permitted by law, and the Parties will negotiate g00d faith to replace such provision in light of the intention of the Parties expresse herein, 9.8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Philippines. j/ HW : 15EXECUTION COPY 9.9, Publicity. Except as otherwise required by law or any applicable national securities exchange, none of the Parties shall issue any press release or make any other public statement, in each case relating to, connected with or arising out of this Agreement or the matters contained herein, without obtaining the prior approval of the other Party. 9.10. Expenses. The Parties shall pay all of their own expenses relating to the transactions contemplated by this Agreement, including, without limitation, the fees and expenses of their own brokers, finders, agents, representatives, finatial consultants, accountants and counsels, except as otherwise agreed, (Signature page follows) VAN 16EXECUTION coPY IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written. HILARIO G. PAGAUITAN, SOFIA G. VULCAN INDUSTRIAL AND MINING PAGAUITAN, MA. HILARNIE CORPORATION MERCURIE P. PARADA, ISAAC HILARIO G. PAGAUITAN II, MICHAEL ABRAHAM. G. PAGAUITAN By: RIAN PAULINO S. RAMOS President py! ar SOFL Weacaurran Representative v7EXECUTION COPY ANNEX A: FORM OF SUSBCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT 2021, This Subscription Agreement (this “Agreement’) is made this_day of. in____City, by and between: of legal age, Filipino, and with address at (hereinafter referred to as the “Subscriber") -and- VULCAN INDUSTRIAL AND MINING CORPORATION, a corporation duly organized and existing under and by virtue of the laws of the Republic of. the Philippines, with principal place of business at Quad Alpha Centrum, 125 Pioneer Street, Mandaluyong City, represented by its President, ADRIAN PAULINO S. RAMOS (hereinafter referred to as the “Issuer”) WITNESSETH THAT- WHEREAS, currently, the Issuer has an authorized capital stock of Pesos (Php, .00) divided into ( } common shares with a par value of Peso (Php___.00) per share; WHEREAS, the Subscriber offered to infuse additional capital into the Issuer in exchange for common shares of the Issuer (the "Investment”) and the Issuer has accepted the same pursuant to the Memorandum of Agreement executed between the parties on NOW THEREFORE, for and in consideration of the foregoing premises and mutual covenants herein contained, the Parties hereby agree as follows: 1, The Subscriber hereby subscribes to (____} common shares of the Issuer at a subscription price of (Php__) per share, for a total subscription price of. Peso: (Php. (00), the receipt of which is acknowledged by the Issuer. 2. Each Party represents to the other party that all approvals (corporate or otherwise) required for the execution and delivery ofthis Agreement have been obtaii and that this Agreement constitutes a binding obligation of such party, enforceable in accordance with its terms, 3. The documentary stamp tax due on the original issuance of the shares subject of this Agreement shall be for the account of the Issuer. wy No,EXECUTION COPY 4. ‘This Agreement may be signed in any number of counterparts, each of which shall be deemed an original and all of which constitute one and the same instrument, 5, This Agreement shall be governed by the laws of the Philippines. IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and place above written. VULCAN INDUSTRIAL AND MINING CORPORATION Subscriber Issuer By: By: insert notarial page)EXECUTION COPY ANNEX B: FORM OF DEED OF ASSIGNMENT DEED OF ASSIGNMENT This Deed of Assignment (this “Deed”) is entered into on the __ day of 2021 at__ by and between: _. of legal age, Filipino, and with address at __ (hereinafter referred to as the “Assignor’) -and- VULCAN INDUSTRIAL AND MINING CORPORATION, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal place of business at Quad Alpha Centrum, 125 Pioneer Street, Mandaluyong City, represented by its President, ADRIAN PAULINO S. RAMOS (hereinaiter referred to as the "Assignee”); (the Assignor and the Assignee is hereinafter collectively referred to as “Parties” and each, a "Party”) WITNESSETH THAT: WHEREAS, the Assignor is the registered owner of t J common shares in East Coast Mineral Resources Corporation equivalent to = Pesos (Php. )) with a par value of One Peso (Php1.00) per share (the “Shares”);, WHEREAS, the Assignor wishes to subscribe to the increase of authorized capital stock of the Assignee and use the Shares as payment for such subscription; NOW THEREFORE, for and in consideration of the foregoing, the Assignor hereby assigns and transfers unto the Assignee the Shares, as payment of its subscription for the aforesaid increase of authorized capital stock, with details as follows: Assignor No. of Shares ‘Amount ‘Amount Paid Subscribed Subscribed | TOTAL _ of WfEXECUTION COPY IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and place above written. VULCAN INDUSTRIAL AND MINING CORPORATION ‘Assignor Assignee By: By: [insert notarial page}EXECUTION COPY ANNEX C: FORM OF CERTIFICATION FOR HGP GROUP REPUBLIC OF THE PHILIPPINES) CITY OF JSS. CERTIFICATION 1___, of legal age, single/married, Filipino, with address at after being duly sworn in accordance with law, do hereby depose and state 1, [am the duly authorized representative of the HGP Group pursuant to the Memorandum of Agreement executed on with Vulcan Industrial and Mining Corporation (the “Agreement”), a corporation duly organized and existing under the laws of the Republic of the Philippines with principal office at Quad Alpha Centrum, 125 Pioneer Street, Mandaluyong City. 2. All the representations and warranties contained in Section 4.2 of the Memorandum of Agreement are true and correct in all material aspects as of date, 3. From the signing of the Agreement, we are not aware of any material adverse change occurring in the operations of East Coast Mineral Resources Company Incorporated, its assets and liabilities, as defined therein. 4, We are not aware of any action or proceeding instituted or threatened before a court or other governmental body or by any public authority to restrain or prohibit any of the transactions contemplated in the Agreement. Defined terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement. IN WITNESS WHEREOF, | have hereunto set my hand this _ day of ___ at . City. Authorized Representative (insert notarial page) Ss Wf Aw ofEXECUTION COPY ANNEX D: FORM OF CERTIFICATION FOR VIMC REPUBLIC OF THE PHILIPPINES) CITY OF )S.S. CERTIFICATION 1 of legal age, single/married, Filipino, with address at after being duly sworn in accordance with law, do hereby depose and state: 1. Lam the and the duly authorized representative of Vulcan Industrial and Mining Corporation (the "Corporation”), a corporation duly organized and existing under the laws of the Republic of the Philippines with principal office at Quad Alpha Centrum, 125 Pioneer Street, Mandaluyong City. 2. All the representations and warranties contained in Section 4.1 of the Memorandum of Agreement entered into by the Corporation and the majority shareholders of East Coast Mineral Resources Corporation (“HGP Group") dated (the “Agreement”) are true and correct in all material aspects as of this date. 3, From the signing of the Agreement, we are not aware of any material adverse change occurring in the operations of VIMC as defined therein. 4. We are not aware of any action or proceeding instituted or threatened before a court or other governmental body or by any public authority to restrain or prohibit any of the transactions contemplated in the Agreement. Defined terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Agreement. IN WITNESS WHEREOF, | have hereunto set my hand this __ day of at City. Authorized Representative Ginsert notarial page) Bs W do ofDEED OF ASSIGNMENT OF SUBSCRIPTION RIGHTS This Deed of Assignment of Subscription Rights (the “Deed”) is entered into on this _— day of July 2021, by and between: NATIONAL BOOK STORE, INC, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal place of business at Quad Alpha Centrum, 125 Pioneer Street, Mandaluyong City, represented by its Chief Financial Officer, Adrian Paulino S. Ramos (the “Assignor”) vand- HILARIO G. PAGAUITAN and SOFIA G. PAGAUITAN, both of legal age, Filipinos, and with address at Balay San Jose, Rancho Agripino, Brgy. Calamagui West, Sta. Maria, Isabela (the “Assignee”) (The Assignor and Assignee shall be referred to herein collectively as the Parties” and individually as a "Party",) WITNESSETH- THAT- WHEREAS, the Assignor is a stockholder of Vulcan Industrial and Mining Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the laws of the Republic of the Philippines; WHEREAS, the Assignor has a stock subscription in the Corporation amounting to Four Hundred Eighty-Six Million Fifty-Five Thousand Six Hundred Sixty-Two (486,055,662) common shares with a par value of One Peso (Php1.00) per share, or with a total par value of Four Hundred Eighty-Six Million Fifty-Five Thousand Six Hundred Sixty-Two Pesos (Php486,055,662.00) representing 33.52% of the outstanding capital stock of the Corporation (the "Subscription"); WHEREAS, of the said Subscription, the Assignor has partially paid a total ‘Twenty-Bight Million Five Hundred Fifty-Two Thousand Seven Hundred Eighty-Tw Pesos (Php28,552,782.00); WHEREAS, the Assignor has offered to sell and assign to the Assignee, and the! Assignee is willing to purchase and acquire from the Assignor, all of the Assignor's right title to and interests in the Subscription; NOW, THEREFORE, for and in consideration of the foregoing premises, the Parties agree as follows: 1. Assignment of the Subscription. For and in consideration of the amot of Twenty-Eight Million Five Hundred Fifty-Two Thousand Seven Hundred Eighty-Two Pesos (Php28,552,782.00) (the “Purchase Price"), receipt whereof is hereby acknowledged by the Assignor to its full satisfaction, and the assumption by the Assignee W 7of the unpaid portion of the Subscription, the Assignor hereby sells, assigns, transfers and conveys unto the Assignee, its nominees, and assigns all of the Assignor’s rights, title and interests in and to the Subscription, free from all liens and encumbrances. 2. Transfer of Subscription Rights in the Books of the Corporation. The Assignor hereby authorizes the Corporate Secretary of the Corporation to effect the transfer of the rights in the Subscription to the Assignee in the books of the Corporation, subject to, as applicable, the issuance of the Certificate Authorizing Registration ("CAR") from the Bureau of Internal Revenue. 3. Taxes and Other Expenses. The capital gains tax or stock transfer tax, if any, that may be imposed on or in connection with the assignment of the Subscription shall be for the account of the Assignor and the documentary stamp taxes on the purchase and acquisition of the Subscription shall be for the account of the Assignee. The Parties undertake and cooperate to pay the corresponding taxes to the BIR at their earliest convenience in order to secure the CAR, as applicable. All other expenses incurred by or on behalf of a Party in connection with the assignment of the Subscription shall be for the sole account of that Party. 4. Warranties. The Assignor warrants that the Subscription and the corresponding rights, title to, and interests therein are its own and exclusive property. IN WITNESS WHEREOF, the Parties set their hands on the date and place aboy written, NATIONAL BOOK STORE, INC. Assignor TIN 000-325-972 ‘ADRIAN PAULINO S. RAMOS SOF! *AGAUITAN Assignee TIN 163-755-657ACKNOWLEDGMENT Republic of the Philippines) S.S. City of _Makati City) gt WA gue o BEFORE ME, a Notary Public in and for_M@ktl CItY ci, phitippines, this__ day of 20___ personally appeared: Name Competent Evidence of Identity: Adrian Paulino S. Ramos. Driver's License No. NO1-95-182841 Hilario G, Pagauitan TIN ID No. 122-993-586 Sofia G. Pagauitan PWD ID No. 023135-175. all known to me and to me known to be the same persons who executed the foregoing instrument and they acknowledged to me that the same is their free and voluntary act. and deed. IN TESTIMONY WHEREOF, | hereunto set my hand and affix my notarial seal on the date and at the place first above written. Doc No. 23 £ 1.8 Page No_5&_; Aerator NO nen Book No. _vil Connon A at 2021 Series of 22}. cetin, ee81 OUR! ig, yt on waa oe Gompiance No, YOO {ACL Como rover cB Pa, Ala A