EIGHT+CONSTRUCTION CORPORATION

SHAREHOLDERS' AGREEMENT

THIS AGREEMENT is made this 01st day of September 2019, by and among:

ARTHUR GO, of legal age, Filipino, single with residence at 124 Rose St., BF
Pilar, Las Pinas City;

ANDREW CHUA, of legal age, Filipino, single with residence at 12 Santos St.,
Greenwoods Village, Quezon City;

KENNEDY LIM, of legal age, Filipino, single with residence at 43 San Antonio
St., Forbes Park, Makati City;

(ARTHUR GO, ANDREW CHUA AND KENNEDY LIM are herein

collectively referred to as “Existing Shareholders”.);

EIGHT+CONSTRUCTION CORPORATION, a corporation duly organized

and existing under Philippine laws, with principal office address at principal office
address at 2F Unit 202, SAGA Centre #62 Scout Chuatoco St. Roxas District,
Quezon City 1103 and hereinafter referred to as the “Company”;

- and –

GEORGE SY, of legal age, Filipino, single with residence at 32 Opal St.,
Dasmarinas Village, Makati city, and hereinafter referred to as “Investor”.

RECITALS

A. The Existing Shareholders, as of date hereof, are the registered owners of five million
one hundred twelve thousand issued and outstanding shares of stock of the Company.
EIGHT+CONSTRUCTION CORPORATION

The table below sets for the shareholders of the Company and the number of
shares owned by them in the Company.

Name of Number of Classification of Percentage

Shareholder Shares Held Shares Total of
Shareholding
ARTHUR GO 5124955 PREFERRED 99.99
ANDREW CHUA 30 PREFERRED .00058537
KENNEDY LIM 15 PREFERRED .00029268

The Existing Shareholders wish to enter into this Agreement for the purpose of transferring
the shares in the capital stock of the Company under the name of Arthur Go to the Investor
and regulating certain matters in connection with the business and affairs thereof and their
respective relationships with each other.

NOW, THEREFORE, the parties hereto agree as follows:

1. SHARE CAPITAL AND MATTERS RELATED THERETO

1.1 The parties hereto acknowledge that the Company has an authorized capital of Five
Hundred Twelve Million Five Hundred Thousand Philippine Pesos (Php 512,500,000.00),
consisting of Five Million One Hundred Twelve Thousand shares (5,125,000) with par
value of One Hundred Pesos (Php100.00) each. The subscribed and paid-up shall be as
follows:

Name of Number of Amount Amount % to Total

Shareholder Shares Subscribed Paid Outstanding
Subscribed
ARTHUR GO 5124955 512495500 512495500 99.99
ANDREW 30 3000 3000 .00058537
CHUA
KENNEDY 15 1500 1500 .00029268
LIM
EIGHT+CONSTRUCTION CORPORATION

1.2 It is being understood and agreed expressly, that it shall be the parties’ intention that the
Existing Shareholders and the Investor shall hold shares in the Company in proportion of
Fifty percent (50%) to Fifty percent (50%), respectively.

1.3 In view of this, the Existing Shareholders agree to sell 50% of issued share capital of
Eight+Construction Corporation. under the name of Arthur Go to the Investor, Mr. George
Sy.

2. BOARD OF DIRECTORS

2.1. Unless otherwise agreed by the parties, the number of Directors of the Company (“Board
of Directors”) shall be Five (5) and the Board of Directors shall manage, supervise and
control the affairs of the Company.

2.2. Save as hereinafter provided, it is hereby agreed expressly that no business shall be
transacted at any meeting of the Board of Directors unless at least Three (3) Directors are
present. The affirmative vote of a majority of the Directors present, there being a quorum,
shall be valid as a corporate act.

2.3. Notwithstanding anything contained in the Corporation’s Articles of Incorporation and By-
Laws to the contrary, at all stockholders meetings of the Corporation, resolutions put to the
vote of the meeting shall be decided on the basis of One (1) vote for every share held by
each stockholder present in person or by proxy at the meeting. The affirmative vote of
shareholders representing not less than a majority of the entire issued and outstanding
capital stock at a meeting duly called for the purpose shall be required to approve any act,
unless the law requires a greater member.

2.4. Each of the Parties shall cause the election of the nominees to the Board of Directors by
casting their votes in favor of the nominees.

2.5. Each Party, subject to the procedures under the Corporation Code, shall be entitled to
remove any director it has nominated. Each Party shall also be entitled to nominate a new
Director to take the place of its nominee who is removed or vacates his office for any cause.
EIGHT+CONSTRUCTION CORPORATION

3. DISPOSAL OF SHARES

3.1. Neither of the Parties shall mortgage, pledge, encumber nor otherwise create a security
interest over the shares of the Company, without the prior written consent of the other.

3.2. If any shareholder (the “Prospective Seller”) hereto desires to transfer all or part of the
Prospective Seller’s shareholding in the Company, the Prospective Seller shall first offer
to sell such shares to the other stockholders (Prospective Buyers). The Prospective Seller
shall give Prospective Buyers written notice of the first offer, indicating therein the number
of shares which the Prospective seller proposes to sell. In each case, the Prospective Buyers
shall have a period of 60 days to indicate in writing their interest in purchasing the shares
offered to them.

If a Prospective Buyer indicates in writing an interest in purchasing the shares offered to

such Prospective Buyer, such Prospective Buyer shall promptly request the Company’s
independent certified public accountant to establish a price for the shares in question based
upon such accountant’s appraisal of the fair market value thereof. The cost of evaluation
of shares shall be borne by the Prospective Seller.

The Prospective Buyer shall have a period of 30 days after written notice from the
Prospective Seller of the price for the shares determined in accordance with the above
paragraph to notify the Prospective Seller in writing of the Prospective Buyer’s exercise of
the first offer as regards all of the shares offered.

In the event that all Prospective Buyers either fail to indicate interest in purchasing the
shares offered to them or fail to accept the offer of such shares, the Prospective Seller may
sell such unaccepted shares to a third party or parties who shall be approved by the Board
of Directors of the Corporation, which approval shall not be unreasonably withheld;
provided however that (a) the price shall be no more favourable than that determined in
accordance herewith and the sale shall be made within 30 days following the expiration of
the 60-day period specified herein, and
(b) the Prospective Seller shall obtain a written undertaking from the purchaser to be bound
as a party.
EIGHT+CONSTRUCTION CORPORATION

3.3. The restrictions in this Section shall not apply to qualifying shares held by representative
Directors of any of the Parties.

3.4. Any transfer, assignment, mortgage, charge, pledge or encumbrance of title over shares of
stock of the Company, voluntary or involuntary, whether for valuable consideration or by
gratuitous title, which is not in accordance with the foregoing shall be null and void and
shall not be registered in the books of the Company.

4. DIVIDEND

4.1. Dividends shall be declared and distributed in proportion to the par value of the shares. All
retained earnings of the Corporation shall be declared as dividends, subject to such reserve
requirements which is set by the Board of Directors or unless required by law.

5. RIGHT OF INSPECTION

5.1. Either party shall have the right to inspect the books and records of the Company regarding
all its business transactions and minutes of meetings, and to obtain a copy of its financial
statements or other financial information in accordance with Sections 74 and 75 of the
Corporation Code of the Philippines.

6. LIQUIDATING DIVIDEND

6.1. Upon its dissolution, the Company shall distribute its assets to the Parties by way of
liquidating dividend, in proportion to the amount of their investment in the Company.

7. CONFIDENTIALITY

7.1. Each of the Parties hereto shall hold in strict confidence this Agreement and all
information, data and documentation received by one party from the other or the Company
in connection with the transactions contemplated under this Agreement, and shall not
divulge or disclose any of them without the prior written consent of the other party.
EIGHT+CONSTRUCTION CORPORATION

7.2. The Parties undertake not to release any publicity with respect to this Agreement, the
Company or the transactions contemplated hereunder without the prior written approval of
the other party.

8. CONTINUATION OF AGREEMENT AND BINDING EFFECT

8.1. This Agreement, shall be binding upon the parties and their successors and personal
representatives while any of the provisions of this Agreement remain to be performed and
observed.

The obligations of each of the parties hereunder shall terminate on that party ceasing to
own or be entitled to an interest in the shares in the capital of the Corporation save:

a. In respect of the obligations of any party that had accrued but not been discharged prior
to its so ceasing;

b. In respect of any rights of a party to claim damages by reason of any breach of this
Agreement by any other party that had accrued prior to any party so ceasing.

9. FURTHER UNDERTAKINGS

9.1. The Parties hereto undertake to execute such documents as the other party may reasonably
request from the other for the purpose of implementing the transactions contemplated by
this Agreement.

9.2. The Parties undertake to obtain such additional approvals as may be required to implement
this Agreement.

10. MISCELLANEOUS

This Agreement, and the rights and obligations under this Agreement are personal to the
Parties, their successors and assigns.
EIGHT+CONSTRUCTION CORPORATION

10.1. All notices, requests, demands and other communications under this Agreement or in
connection therewith shall be in writing and shall be addressed to the address stated above
or such other address as may be notified by a party to the other in writing. Such notice shall
be given sufficiently if delivered by hand, post or sent by prepaid registered airmail, or
recorded airmail, by telex authenticated by answer-back code or by telefax transmission or
email as set forth above. Any notice dispatched in conformity with this clause shall be
deemed to have been effected in the case of delivery by hand on the same day, in the case
of prepaid registered airmail ten (10) days after dispatch of such notice, in the case of telex
five (5) days after the dispatch of such notice and in the case of telefax and email on the
same day.

10.2. This Agreement hereto constitutes the entire agreement of the Parties with respect to the
subject matter of this Agreement, and supersedes any commitments or agreements, written
or verbal, that the Parties hereto may have had.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed
by their duly authorized representative as of the date first written above.

Existing Shareholders:

MARK RAMIREZ MICHAEL ROSBER ALLAN SILANGAN

Chairman of the Board Shareholder Shareholder

JERWIN EMERSON DELA MOISES

Chairman of the Board CRUZ Shareholder
Shareholder

EIGHT+CONSTRUCTION
CORPORATION.
Company
by:

GEORGE SY
Investor
EIGHT+CONSTRUCTION CORPORATION

SIGNED IN THE PRESENCE OF:

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES) CITY

OF MAKATI )SS.

BEFORE ME, a Notary Public for and in the City of Makati,

Philippines, this day of 23rd day of May, 2016, personallyappeared:

NAME Government Issued Date and Place Issued

ID/s
ARTHUR GO TIN No. 515-252-211 6/5/1989, Quezon City
ANDREW CHUA TIN No. 145-088-002 1/11/2005, Makati City
KENNEDY LIM PRC No. 2456908 12/20/2000, Manila
GEORGE SY Driver’s License No. 41353 5/12/2015, Pasig City

All known to me to be the same persons who executed the forgoing instrument and acknowledged
the same to be their free and voluntary act and deed and that of the respective corporation/s which
they represent.

Said instrument refers to a Shareholders’ Agreement consisting of Eight (8) pages, including this
page wherein the Acknowledgment is written, signed by the parties and witnesses on all pages and
sealed with my notarial seal.

ATTY. JESSICA C. JONAS

Commission Serial No. 33950 Until
Doc. No. ; Page
December 31, 2018
No. ; Book No. ; Roll of Attorney 456781
Series of 2016. IBP No. 743242/ 3-27-2008/ Pasig City PTR No.
565353/ 3-27-2008/ Pasig City