MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement is made and entered into this ____ day of January 2017, in
Iloilo City, Philippines, by and between:

UNION GALVASTEEL CORPORATION (UGC), a corporation duly organized and

existing in accordance with the laws of the Republic of the Philippines, herein
represented by its President and CEO, ARTHUR M. FLORENDO, Filipino, of legal
age, and with office address at Barrio Real, Calamba City, Laguna, herein after referred
to as the “FIRST PARTY”:

-and-

ALFONSO H. ANG, Filipino, of legal age, married and a resident at Brgy. Imbang
Grande, Passi City, Iloilo, hereinafter referred to as the “SECOND PARTY”;

WITNESSETH THAT:

WHEREAS, the FIRST PARTY is the owner of a warehouse built on the land described as
Lot No. 2318-B-3-B-2, PSD 063022-029625, containing an area of 1,318 square meters, situated
in Balantang, Jaro, Iloilo City, which parcel of land is owned by the SECOND PARTY who
leased the same to the FIRST PARTY;

WHEREAS, the CONTRACT OF LEASE of the FIRST PARTY with the SECOND PARTY
on the aboved-described land will expire on November 30, 2016, but the same will be extended
until February 28, 2017, for which the SECOND PARTY shall refund the security deposit
amounting to SIXTY THOUSAND PESOS (P60,000.00) to the FIRST PARTY after all charges
shall be cleared;

WHEREAS, as stipulated in the CONTRACT OF LEASE, the FIRST PARTY may remove
the warehouse and all non-permanent structure built thereon;

WHEREAS, upon the expiration of the extended period of the CONTRACT OF LEASE, the
SECOND PARTY is willing to buy from the FIRST PARTY the warehouse and all non-
permanent structure built on his land and the FIRST PARTY is willing to sell the same to the
SECOND PARTY;

NOW THEREFORE, for and in consideration of the foregoing premises, the FIRST PARTY
and the SECOND PARTY agree to the following terms and conditions:

1. THE WAREHOUSE TO BE PURCHASED:

1.1 The SECOND PARTY agrees to buy from the FIRST PARTY the warehouse
built on Lot No. 2318-B-3-B-2, including all the non-permanent structures thereon;
the FIRST PARTY is willing to sell the same to the SECOND PARTY and the
building plan and other related plans or documents;

2. CONTRACT PRICE AND TERMS OF PAYMENT

2.1 The price of the warehouse to be purchased is ONE MILLION TWO

HUNDRED THOUSAND PESOS and 00/100 (Php1,200,000.00) payable as follows:

a. The rental of THIIRTY TOUSAND PESOS AND 00/100 (Php30,000.00) from

September 1, 2016 to February 28, 2017 shall be applied as partial payment of
the purchase price, for a total of ONE HUNDRED EIGHTY THOUSAND
PESOS AND 00/100 (Php180,000.00);

b. The balance of ONE MILLION TWENTY THOUSAND PESOS AND 00/100

(Php1,020,000.00) shall be payable in twelve equal monthly instalment starting
 March 1, 2017 to February 1, 2018 at EIGHTY-FIVE THOUSAND PESOS
AND 00/100 (Php85,000.00) per month;

c. That in order to facilitate payment, the monthly instalment shall be paid thru
twelve (12) postdated checks as per attached schedule of payments (Schedule A).

3. EFFECT OF DEFAULT

3.1 In case the SECOND PARTY shall fail to pay the balance, when due, all rights
and interest of the SECOND PARTY in the subject warehouse, shall ipso facto cease
and terminate, and all payments made by him shall be deemed forfeited and waived in
favour of the FIRST PARTY;

If this event occurs, the FIRST PARTY shall have the liberty to dispose of and
remove the warehouse from the land including all the non-permanent structures, as if
this contract has never been executed or entered into. The SECOND PARTY waives
any action or claims arising from the exercise of the said rights by the FIRST PARTY;

3.2 In case the FIRST PARTY cancels this Agreement without any fault on the part
of the SECOND PARTY, the latter is entitled to claim for a full reimbursement of the
initial payment;

4. DEED OF ABSOLUTE SALE

The SECOND PARTY upon full payment of the consideration shall have full
ownership of the warehouse without need for the FIRST PARTY to execute any Deed of
Conveyance, by these presents the herein document is sufficient to convey and transfer of
the ownership of the warehouse in favor of the SECOND PARTY; however upon
execution of this agreement, the use and possession of the subject warehouse shall be
transferred and belonged to the SECOND PARTY;

5. TAXES AND FEES

All fees, taxes and charges, including but not limited to capital gains tax,
documentary stamp tax, registration fees, real property and other taxes connected with the
execution and registration of Deed of Absolute Sale shall be for the account of or at the
expense of the FIRST PARTY, and for the purpose of facilitating the transfer and
registration, the SECOND PARTY may retain the last instalment payment;

6. SEPARABILITY CLAUSE

In case one or more of the provisions in this Agreement shall be declared invalid,
illegal, or unenforceable in any respect by competent authority, the validity and
enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired thereby.

7. COURT ACTION

Should the parties seek relief in court for the enforcement of this Contract or any of
the documents hereto attached, or incorporated by reference, the parties hereby agree to
submit to the jurisdiction of the proper court of Iloilo City to the exclusion of other
courts.
 IN WITNESS WHEREOF, the parties have hereunto signed these presents in the place and
on the date first above-written.

UNION GALVASTEEL ALFONSO H. ANG

CORPORATION SECOND PARTY
FIRST PARTY

By:

ARTHUR M. FLORENDO
President & CEO

Signed in the Presence:

AGRIPINO M. RORANES and ____________________________

 ACKNOWLEDGEMENT

Republic of the Philippines)

City of Iloilo ) S.S.

BEFORE ME, this ________________ day of January 2017, in __________________,

Philippines, personally appeared the parties with their competent proof of identity, to wit:

Union Galvasteel Corporation TIN 002-645-341-000

Arthur M. Florendo

Alfonso H. Ang

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

This instrument refers to a Memorandum of Agreement and consists of ______ pages,

including the page on which this acknowledgement is written, signed by the parties and their
instrumental witnesses on each and every page hereof.

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

Doc No. _____;

Page No. _____;
Book No. _____;
Series of 2017.
SCHEDULE A

Schedule of Monthly Post Dated Checks to be issued by Mr. Alfonso Ang in favor of Union
Galvasteel Corporation as mentioned in the Memorandum of Agreement Page 2, Item 2.1-c

Post Dated Check

Item No. Post Dated Check Date
Amount

1 March 1, 2017 P85,000.00

2 April 1, 2017 P85,000.00

3 May 1, 2017 P85,000.00

4 June 1, 2017 P85,000.00

5 July 1, 2017 P85,000.00

6 August 1, 2017 P85,000.00

7 September 1, 2017 P85,000.00

8 October 1, 2017 P85,000.00

9 November 1, 2017 P85,000.00

10 December 1, 2017 P85,000.00

11 January 1, 2018 P85,000.00

12 February 1, 2018 P85,000.00