MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (the MOA) is made and entered into on this _____
day of March 2017 (Effective Date) by and between:

Dara C. Acusar, of legal age, Filipino, with residence and postal address at 1A
Sanchez Compound, J. Panis Street, Kasambagan, Cebu City (together with her
successors and assigns, First Party);

-and-

Froilan Yap Calvo, of legal age, Filipino, with residence and postal address at
Talamban, Cebu City (together with her successors and assigns Second Party);

WHEREAS, the Second Party has an outstanding loan obligation with the First Party
in the amount of P_________________ as of March 2017, inclusive of the principal obligation,
interests, penalties, fees and other charges as evidenced by a Loan Agreement dated
October 15, 2012 executed by the Second Party and the deceased Jose Jayme Calvo as
Borrowers and the First Party as Lender (the Loan);

WHEREAS, the Loan obligation of the Second Party is secured by a Real Estate
Mortgage (the Mortgage) on a parcel of land located in Talamban, Cebu City covered by
TCT No. T-193015 in the name of Jose Jayme Calvo Jr. married to Froilan Yap Calvo (the
Property) bounded and described as follows:

A parcel of land (Lot 10314-E-1, of subdivision plan, Psd-072217-

031373, being a portion of Lot 10314-E, Psd 07-05-010377),
situated in Barangay Talamban, City of Cebu, Island of Cebu.
Bounded on the SW., along line 1-2 by Lot 10314-E-2 of subdivision
plan; on the NW., along line 2-3 by Lot 10314-D, Psd-07-05-
010377), on the NE., along line 3-4 by Lot 10314-C, Psd-07-05-
010377; on the SW., along line 4-1 by Lot 10314-E-4 of subdivision
plan. Beginning at a point marked 1 on the plan, being N. 12 deg.
04-E., 9240.92 m. from BLLM No. 1, Cebu Cad. 12 Extension, thence
N. 22 deg. 31W., 26.37m to point 2; thence N.69 deg. 17E., 21.00
m. to point 3thence S. 26 deg., 05E., 26.38 m. to point 4; thence S.
71 deg. 33W., 22.75 m. to point of the beginning; Containing an
area of FIVE HUNDRED EIGHTY FIVE (585) SQUARE METERS,
more or less.

WHEREAS, the First Party desires to purchase the said Property from the Second
Party;

WHEREAS, in consideration for the payment of her outstanding loan obligation, the
Second Party agrees to sell to the First Party the aforementioned Property;

NOW THEREFORE, for and in consideration with the foregoing premises, the
Second Party hereby sells, transfers, and conveys unto the First Party, the above-described
Property upon the terms and conditions embodied herein:

1. The purchase price of the Property shall be FOUR MILLION PESOS

(P4,000,000).
2. The Second Party agrees, as initial payment of the consideration, to offset her
outstanding loan obligation against the agreed purchase price of the Property.
For this purpose, the parties shall execute an acknowledgment receipt
embodying the Second Partys consent to have the amount of the Loan applied
as payment of the purchase price.

3. Any balance due on the purchase price after apfplication of the amount of the
Loan shall be payable within three (3) years by thirty-six (36) equal monthly
installments with the First Party paying the Second Party an amount of
____________ every 5th day of the month with the first installment due on April
2017, without incurring interest in case of delay in the payment of any monthly
installment.

4. Upon initial payment of the consideration, the parties hereby agree to execute
a Deed of Absolute Sale to effectuate the terms of this MOA.

5. The payment of capital gains tax, documentary stamp tax and all other
expenses for registration of the Deed of Absolute Sale including transfer tax
shall be for the account of the Second Party.

6. The Second Party hereby fully understands that ownership of the Property
shall automatically transfer to the First Party upon execution of the Deed of
Absolute Sale. For this purpose, the Second Party shall not alienate the
Property by sale, encumbrance or otherwise.

7. The Second Party shall fully cooperate with the First Party in the transfer of the
title of the Property to the name of the First Party and shall render all
assistance necessary to effect such transfer.

8. In consideration of the familial ties between the parties, the First Party shall
allow the Second Party to remain in the Property for a period of two (2) years
from the execution of the Deed of Absolute Sale (the two-year period).
Thereafter, the Second Party agrees to peaceably vacate the Property and
surrender the same to the First Party.

9. The Second Party is prohibited from leasing the Property during the
aforementioned two-year period. However, the First Party shall honor any
ongoing lease of the Property that the Second Party has entered into prior to the
execution of this MOA but only up to the end of the two-year period herein set
forth. Any contract of lease entered into by the Second Party shall automatically
terminate upon the end of the two-year period, regardless of the original term
agreed by the parties.

10. The Second Party shall not allow anyone else whether employees or relatives
other than those allowed by the First Party, to occupy the Property while the
same is in possession of the Second Party within the aforementioned two-year
period. Neither shall the Second Party make any addition, alteration or
improvements on the Property within the two-year period.

11. The Second Party shall be liable for all taxes including real property taxes, fees
and other charges as the Government or any of its instrumentalities and/or
agencies may impose on the Property from the time of the execution of the
Deed of Absolute Sale up to the end of the two-year period in which the Second
Party is allowed to occupy the Property;
 12. The successors, heirs and assigns of the Second Party hereby covenant to
respect the terms and conditions set by the parties in this MOA and shall agree
to protect the rights of the First Party arising from this MOA.

13. The Second Party hereby covenants that she fully understands and
acknowledges that in the event that the Second Party refuses or delays to effect
the sale pursuant to this MOA or in case of failure or illegality of the Deed of
Absolute Sale subsequently entered into by the parties or any other occurrence
which will prevent the Second Party from fulfilling her obligations under this
MOA, the First Party shall resort to the extrajudicial foreclosure of the
Mortgage on the Property and/or any other remedy provided by law;

14. The Second Party agrees to indemnify, defend and hold harmless the First
Party to the fullest extent permitted by law from and against any and all
demands, claims, actions, liabilities, losses, and damages, arising out the
implementation of this MOA. Should a claim be filed against the First Party, the
Second Party undertakes that she shall immediately intervene and assume all
liabilities or claims in behalf of the First Party in the event that the claimant is
justly entitled to a claim.

15. Both parties acknowledge that this MOA is entered into in good faith and shall
require the faithful compliance of the respective obligations of the parties
concerned and respect of each other's rights as contained in this MOA.

16. The terms and conditions of this MOA are absolutely confidential between the
parties and shall not be disclosed to anyone else, except as shall be necessary
to effectuate its terms. Any disclosure in violation of this provision shall be
deemed a material breach and shall be treated as failure by the Second Party to
fulfill her obligations under this MOA which is a cause for resort to
extrajudicial foreclosure of the Mortgage by the First Party;

17. This MOA may be amended from time to time by mutual agreement of the
parties in a written modification signed by both parties.

18. This MOA may be terminated by mutual agreement of the parties, and shall
automatically terminate upon completion of all responsibilities as stated
herein, unless otherwise amended.

IN WITNESS WHEREOF, we have hereunto set our hands this _____________ at

_____________, Philippines.

Dara C. Acusar
First Party

Froilan Yap Calvo

Second Party

Signed in the presence of:

 __________________ __________________

REPUBLIC OF THE PHILIPPINES )

CITY OF CEBU ) S.S.
x--------------------------------------------x

ACKNOWLEDGMENT

On _____________, before me personally appeared Dara C. Acusar with TIN ____________

and Froilan Yap Calvo with TIN_______________, known to me to be the same persons who
executed the foregoing instrument and acknowledged the same to be their free and
voluntary act and deed.

Said instrument refers to a Memorandum of Agreement consisting of four (4) pages,

including this page, signed by the parties on the signature page hereof and initialed on the
other pages, and sealed with my notarial seal.

Doc. No. _______;

Page No._______;
Book No. ______;
Series of 2017.