MEMORANDUM OF UNDERSTANDING

Know All Men by these Presents:

This agreement was executed on __ June 2018 by and between:

SDW REALTY & DEVELOPMENT INC., a corporation duly organized and existing under the laws of the
Republic of the Philippines with registered address at 3/F HMR Pioneer, Pioneer St., Mandaluyong City,
herein represented by its Chief Executive Officer, Mr. Gareth Holgate, hereinafter referred to as the FIRST
PARTY

-And-

LA FILIPINA UY GONGCO CORPORATION, a corporation duly organized and existing under the laws of the
Republic of the Philippines with registered address at _________________, herein represented by its
_____________, Mr. Gilbert Garcia, and hereinafter referred to as the SECOND PARTY.

Witnesseth: That-

WHEREAS, the FIRST PARTY has to perform works for the office of the SECOND PARTY in a contract
dated _______ acknowledged before Notary Public [name of notary] under Document No.__, Page No.
__, Book No. ___ a copy of which is attached to this memorandum as Annex “A”;

WHEREAS, the SECOND PARTY, in consideration for the accomplishment of the above works, has
agreed to pay to the FIRST PARTY the total amount of Philippine Pesos: Twenty Seven Million Five Hundred
Thousand (PhP27,500,000.00);

WHEREAS, the FIRST PARTY, in order to finance the abovementioned works, has deemed it
necessary to take out a loan from PHIL LENDING 101 CORPORATION in the amount of
____________________;

WHEREAS, in order to secure the said loan, the FIRST party has assigned part of the proceeds of
the said loan in the amount of ___________________ through a deed of assignment dated ______
Acknowledged before Notary Public [name of notary] under Document Number __, Page Number __,
Book Number __ series of 2018;

NOW, THEREFORE, in consideration of the abovementioned premises, the parties hereby agree
to be bound by the following covenants:
 1. Any and all agreements between the parties to this agreement involving payment terms and
mode of payment previously agreed upon shall remain in full force and effect unless amended by
a separate agreement in writing.

2. The SECOND PARTY hereby acknowledges the assignment of the receivables under the deed of
assignment reflected in Annex “A” of this agreement by the FIRST PARTY to Phil Lending 101
Corporation. As such, the SECOND PARTY recognizes the authority of Phil Lending 101 Corporation
or any of its representatives, agents, or assigns to collect from the SECOND PARTY any amount
due to the FIRSTY Party accruing from the contracts it has assigned to Phil Lending 101
Corporation as provided in Annex “B” of this memorandum.

3. Any and all payments made by the SECOND PARTY to Phil Lending 101 Corporation shall be
deemed as payment to the FIRST PARTY.

In witness whereof, the parties have hereunto set their hands this __ day of _______, 20__ at the City of
________.

FIRST PARTY: SDW REALTY & DEVELOPMENT INC., by:

_________________________

Mr. Gareth Holgate

SECOND PARTY: LA FILIPINA UY GONGCO CORPORATION, by:

_________________________

[Authorized Representative]

SIGNED IN THE PRESENCE OF:

_____________________________ ____________________________
REPUBLIC OF THE PHILIPPINES ) s.s.

________________________ )

ACKNOWLEDGMENT

BEFORE ME, a Notary Public, for and in __________________ this ___ day of ______________,
personally appeared the following:

NAME COMPETENT EVIDENCE OF IDENTITY

_______________________

_______________________

known to me and to me known to be the same persons who executed the foregoing instrument and who
acknowledged to me that the same is their free and voluntary act and deed.

This document refers to a Memorandum of Understanding consisting of Three (3) pages including
this page whereon this acknowledgment is written and the same has been signed on each and every page
thereof by the parties and their witnesses.

WITNESS MY HAND AND NOTARIAL SEAL on the date and place first above-written.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of _____.