MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (“Agreement”) is entered into this _______________ in ________

______________, by and among:

_____________________, of legal age, Filipino, and with address at No. 17 Manuela

Subdivision Pamplona III, Las Piñas City (referred to as the “Seller”);

-and-

___________________________, a corporation duly organized and existing under the

laws of the Philippines, with address _____________________, herein represented by
its President, ______________. (referred to as the “Target Company”);

Each of the Seller and/or the Target Company and Buyer is referred to individually as
a “Party” and collectively referred to as “Parties”

WITNESSETH: That –

WHEREAS,____________________________;

NOW, THEREFORE, for and in consideration of the premises, the Parties have mutually agreed to the following:

TERMS AND CONDITIONS

1. Purchase Transaction

Subject to the terms and conditions set forth herein, the Seller shall sell or assign unto the Buyer, and the Buyer
shall purchase or accept from the Seller the Subject Shares, free and clear of any and all liens or encumbrances.

2. Purchase Price and Payment.

In consideration for the purchase of the Subject Shares, the Buyer shall pay the Seller the total amount of
Philippine Pesos: FIFTY-THREE MILLION FIVE HUNDRED THOUSAND (PhP 53,500,000.00) (the
“Purchase Price”).

a) The amount of Philippine Pesos: THIRTY MILLION (PhP 30,000,000.00) has been paid by the Buyer
to the Seller as down payment (the “Down Payment”), the receipt of which is acknowledged by the
Seller.
b) The balance of Philippine Pesos: TWENTY-THREE MILLION FIVE HUNDRED THOUSAND (PhP
23,500,000.00) (the “Balance”), will be paid through the bank account of the Seller at the Closing Date,
as defined below.

Bank Name: ____________________

Branch: ____________________
Account Name: ____________________
Account Number: ____________________

3. Closing.

The Closing Date will be within seven (7) days from the receipt of the Buyer of the notice from the Seller of the
latter’s performance of his undertakings contained under Section 5 (a) and (b) of this Agreement (the “Closing
Date”).

4. Taxes, Cost and Expenses.

a.) The Capital Gains Tax (“CGT”) that may be assessed in relation to the sale and purchase of the Subject
Shares shall be borne by and for the account of the Seller. The Documentary Stamp Tax (“DST”) shall
be borne by and for the account of the Buyer.

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 b.) Each of the Parties shall bear their respective costs and expenses (including legal fees and other
professional fees) incurred by them in connection with this Transaction.

5. Undertakings After the Execution of this Agreement

The Seller and/or the Target Company hereby undertakes to:

a) Secure the approval of the SEC of the Capital Increase of the Target Company, as mentioned above,
and the Seller shall subscribe to all the unissued shares of the Target Company after the Capital
Increase; and pay all the necessary DST for the original issuance of shares before the Bureau of Internal
Revenue (“BIR”);

b) Cause the transfer to the Buyer of the 2,000 common shares from the Existing Shares, substantially in
the form attached as Annex A; Pay the necessary CGT and DST, and secure the Certificate Authorizing
Registration before the Bureau of Internal Revenue of the said transfer; and cause the recording of the
transfer of said shares in the Stock and Transfer Book of the Corporation, the cancellation of the original
Certificates of Stocks and the issuance of new Certificates of Stocks under the name of the Buyer.

c) Fix the employment contracts of the existing employees of the Target Company, including the granting
of the statutory benefits such as but not limited to SSS, Pag-Ibig and PhilHealth; Any fees or penalties
due from the said government agencies before the Closing Date will be shouldered by and for the
account of the Seller;

d) Insert additional securities or provisions in the contracts of the Target Company with its existing clients
such as but not limited to Non-Competition and Non-Solicitation Clauses;

e) Prepare the Financial Statements of the Target Company for the year 2018 in accordance with the
applicable Accounting Principles;

6. Undertakings after Closing Date

The Seller and/or the Target Company hereby undertake to:

a) Cause the transfer to the Buyer of the 74,500 common shares from the Capital Increase, also
substantially in the form attached as Annex A; Pay the necessary CGT and DST, and secure the
Certificate Authorizing Registration before the Bureau of Internal Revenue of the said transfer; and
cause the recording of the transfer of said shares in the Stock and Transfer Book of the Corporation,
the cancellation of the original Certificates of Stocks and the issuance of new Certificates of Stocks
under the name of the Buyer.

b) Cause the registration of the Target Company to do business under The Foreign Investment Act of
1991 before the SEC.

f) Remain and continue to perform his duties as Chief Executive Officer, at least Five (5) years after the
Closing Date.

g) Execute Deeds of Sale covering the nominal or qualifying shares (the “Nominal Shares”) of the
following stockholders or directors and retain just one (1) share each to the two (2) nominees of the
Seller:

Name of Nominee Existing Number of Shares New Number of Shares

Mary Cornelio 10 1
Julie Ann Botero 10 1
Jasper Joel Eusebio 10 0
Chandler Obispo 10 0

a) Pay the necessary taxes to, and secure the Certificate Authorizing Registration (CAR) from, the Bureau
of Internal Revenue (BIR) for the transfer of the Nominal Shares; Cause the recording of the transfer of
the Nominal Shares in the Stock and Transfer Book of the Corporation, the cancellation of the original
Certificates of Stocks, and the issuance of new Certificates of Stocks under the name of the nominees
of the Buyer;

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 b) Prepare the Minutes of the joint special meeting of the Stockholders and Board of Directors of the
Corporation on the acceptance of the resignation of the directors of the Corporation, and the election
of the new directors, three (3) nominated by the Buyer, two (2) nominated by the Seller.

c) Pay all liabilities, claims or taxes incurred before the execution of this Agreement, if there be any. For
the avoidance of doubt, the same will be paid solely by the Seller, in his personal capacity, even after
the transfer of the Subject Shares under the name of the Buyer. In case the Target Company be forced
to pay the same, the Seller shall reimburse the Target Company of any amount paid by the Target
Company or if the Seller fails to make the said reimbursement upon proper demand, the same shall be
charged against any amount owed by the Target Company to the Seller.

h) Procure directors or officers of the Target Company to manage the business of the Target Company in
accordance with the fiduciary duty or other duty imposed under applicable laws and maintain the assets
of the Target Company;

7. Compensation Package

The Target Company shall increase the salaries of the Executives of the Corporation, to wit:

Name Position New Salary (Gross Amount)

8. Representations and Warranties of the Seller.

The Seller and the Target Company hereby represent and warrant as follows:

a) The execution, delivery and performance by the Seller of this Agreement do not and will not: (i) violate
in any respect any provision of, or result in the breach of, or result in the termination of, or constitute a
default under the AOI (or any amendments thereof) of the Target Company, or any agreement, contract,
instrument or undertaking to which the Seller is a party, or which is binding upon him or any of his
properties or assets; or (ii) constitute a violation of any statute, rule or regulation, order or judgment or
decree of any court, administrative body or authority applicable to the Seller or any of his properties or
assets.

b) The Seller is the legal, registered and/or beneficial owner of the Subject Shares and have full power
and authority to convey and deliver the same to the Buyer under the terms and conditions contemplated
herein.

c) The Subject Shares have been validly issued and fully paid, and are free from any liens, encumbrances
or other restrictions that would prevent the transfer of title to the Buyer.

d) All the necessary taxes or charges on the Subject Shares prior to the execution of this Agreement were
all paid.

e) There is no any legal, administrative or arbitral action, suit or proceeding pending against or affecting
the Seller which relates to this Agreement, or enjoins the execution, delivery or performance of this
Agreement, or will cause or result in the termination, suspension or revision thereof.

f) Except as disclosed by the Seller to the Buyer, neither the execution nor delivery by the Seller of this
Agreement nor the consummation by the Seller of the transactions contemplated herein or therein
require the consent of any person or cause or require any change of agreements or constitute
termination or cancellation of any agreement to which the Seller is a party.

g) The Seller have heretofore made all of its books and records available to the Buyer for its inspection.
All documents provided to the Buyer by the Seller or on behalf of the Target Companyin connection
with this Agreement and the transactions contemplated herein are accurate, complete and authentic.
Furthermore, the information furnished to the Buyer by the the Seller or the Target Company in

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 connection with this Agreement and the transactions contemplated herein does not contain any untrue
statement of a material fact and does not omit to state any material fact necessary to make the
statements made, in the context in which they are made, not false or misleading.

h) No “Change of Control” clause is in its service contracts and any equivalent arrangement with its
existing clients to which the Target Company is a party.

i) The Target Company possess all necessary licenses, permission or any other regulatory qualification
(the “Licenses, etc.”) to conduct its business. A complete and correct list of the Licenses, etc. has
been disclosed to the Buyer. The Licenses are in full force and effect and there are no defaults or
breaches, or events which but for notice or lapse of time or both would constitute a breach or default
under the Licenses, etc.

There is no fact which the Seller have not disclosed to the Buyer in writing which could reasonably be
expected to have a material adverse effect on the Target Company.

9. Representations and Warranties of the Buyer.

The Buyer hereby represents and warrants as follows:

a) The Buyer has the requisite power and authority to enter into and perform its obligations under this
Agreement. This Agreement constitutes a valid and binding obligation of the Buyer, enforceable in
accordance with its terms.

b) The execution, delivery and performance by the Buyer of this Agreement do not and will not: (i) violate
in any respect any provision of, or result in the breach of, or result in the termination of, or constitute a
default under any agreement, contract, instrument or undertaking to which the Buyer is a party, or which
is binding upon him or any of his properties or assets; or (ii) constitute a violation of any statute, rule or
regulation, order or judgment or decree of any court, administrative body or authority applicable to the
Buyer or any of his properties or assets.

c) The Buyer warrants there is no any legal, administrative or arbitral action, suit or proceeding pending
against or affecting the Buyer which relates to this Agreement, or enjoins the execution, delivery or
performance of this Agreement, or will cause or result in the termination, suspension or revision thereof.

10. Termination and Remedies

a) This agreement may be terminated without need of judicial intervention:

i. By the mutual written agreement of the Parties; or

ii. By written notice of the Non-Defaulting Party to the Defaulting Party upon the occurrence of any of
the following events:

1) If any of the representations and warranties of the Defaulting Party is found to be untrue,
incorrect, or misleading in any material respect or factors that the Non-Defaulting Party
considered in entering into this Agreement, and such defect, if capable of being cured or
remedied, is not cured or remedied within thirty (30) days from receipt of the notice of defect;
and

2) If the Defaulting Party fails to fulfill any of the obligations required on its part to be fulfilled before
the consummation of the Purchase Transaction or the issuance of new shares certificate to the
Buyer (”Consummation”) under this Agreement, and such default, if capable of being cured or
remedied, is not cured or remedied within thirty (30) days from receipt of the notice of the
default.

b) In case of termination without any fault or negligence on the part of the Buyer, the Seller shall
immediately return, without need of written demand, the Purchase Price received, without any
interest.

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 c) Upon the termination of this Agreement, all the rights and obligations of the Parties shall cease to
be effective, provided, however, that the Defaulting Party shall be liable to the Non-Defaulting Party
for any and all actual damages and losses suffered by the latter.

d) The obligations under this Agreement which should be performed even after the said Consummation
shall remain in effect and could be enforced accordingly, which includes, but not limited to, the
demand for payment of all actual damages and losses that maybe caused by the Defaulting Party.

11. Retention Bonus

a) Provided that from the Closing Date and until five (5) years thereafter (the “Retention Period”), the
Seller is continuously employed by the Target Company and available for work (except normal
holidays and approved time off), the Target Company shall pay the Seller a Retention Bonus in the
amounts indicated in Annex B. The Retention Bonus shall be payable to the Seller in one lump
sum, less applicable withholding taxes, within seven (7) days after the Closing Date.

b) If the Seller’s employment with the Target Company is terminated during the Retention Period – with
or without cause, voluntarily or otherwise – a pro-rata portion of the Retention Bonus shall be
considered unearned and not payable to the Seller (“Unearned Portion”). If the Target Company
has already paid the Retention Bonus to the Seller at the time of termination, the Seller shall return
the Unearned Portion of the Retention Bonus to the Target Company at least fourteen (14) days
prior to the effective date of termination of employment of the Seller.

12. Indemnification Clause.

Each Party agrees to indemnify the innocent Party and hold the latter, and/or the latter’s directors, officers,
stockholders, employees, contractors, counsel, advisors, authorized representatives, and/or assigns, free and
harmless from and against any and all liabilities, claims, demands, actions, suits, losses, damages, costs and
expenses payable to any Third Party or the government by reason of: (a) its acts or omissions in violation of
existing laws, rules and regulations; (b) its acts or omissions resulting to a liability or loss sustained by the
innocent Party in the performance of any part of its obligation/s as specified herein; (c) its breach of the
provisions of this Agreement; and (d) a representation made by it which results in the imposition of liabilities,
claims, demands, actions, suits, losses, damages, costs and expenses to the innocent Party.

13. Confidentiality.

The Parties warrant that all information of whatever nature, and data obtained or developed, directly or indirectly
under or by reason of this Agreement shall be deemed confidential and shall not be divulged by either Party, or
any of their representatives or agents, to any third party without the prior written consent of the other except for
the cases where the disclosure of the information is required under applicable laws, regulations or rules of the
securities exchange. No Party shall disclose the making of this Agreement or any of its terms, and each Party
shall procure that each of its representatives shall not make any disclosure, without the prior written consent of
the other Party, unless the disclosure is to its professional advisers on an as needed basis, provided that such
recipients agree to hold such information in accordance with the provisions of this Agreement.

14. Non-Solicitation and Non-Circumvention: Without the express consent in writing by the Buyer, the Seller
shall not directly or indirectly:

a) become an adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder,
owner, co-owner, consultant, service provider to, or member of, or be directly or indirectly engaged in
or concerned in the conduct of, any business, enterprise, or any division, group or other subset of any
business enterprise, that competes or intends to compete in any way with the business of the Target
Company in all territorial jurisdictions where the Target Company conducts its business;

b) solicit, induce, persuade, employ, or assist in the solicitation, inducement, persuasion or employment
of, any person employed by the Target Company to leave the employ of or terminate such person’s
relationship with the Target Company, in order to engage in or be employed in any business that
competes or intends to compete, directly or indirectly, with the business of the Target Company; or

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 c) solicit, induce, persuade, or assist in the solicitation, inducement, persuasion of, any customer or client
of the Target Company to cease doing business in whole or in part with the Target Company with
respect to the business of the Target Company or otherwise divert business from the Target Company
in any manner.

This non-competition and non-solicitation obligation shall be observed in all territorial jurisdictions where the
Target Company conducts its business. In case of any violation of this non-competition and non-solicitation
obligation, the Seller agrees to pay the Target Company the amount of Philippine Peso: FIFTY MILLION (PhP
50,000,000.00) by way of liquidated damages. If such liquidated damages is not sufficient to compensate the
innocent party for actual damages it incurred, the innocent party shall have the right to recover the difference
and to avail itself of such other remedies as it may be entitled to under law or equity. The Target Company shall
have the right to obtain injunctive relief from the courts to prevent the Seller from violating this obligation.

15. Miscellaneous Provisions.

a) Amendments. No amendment, modifications, waiver, change or addition to this Agreement shall be

effective and binding on any of the Parties unless the same is in writing and signed by the Parties.

b) Assignment. This Agreement may not be assigned by either Party without prior written consent of
the other Party, which consent shall not be unreasonably withheld. Any assignment without such
written consent shall be null and void and of no force and effect.

c) Set-Off. Upon notice to the Seller specifying in reasonable detail the basis for such set-off, the Buyer
may set off any amount to which it may be entitled under this Agreement by providing notice of a
claim in such amount and deduct any such amount from the any unpaid portion of the Purchase
Price.

d) Notices. All notices and other communications required or permitted to be given hereunder shall be
given in writing and shall be addressed to the appropriate Party at the address of such Party as
designated above, or at such address as such Party designate subsequently in writing.

e) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to
be an original, but all of which, taken together, shall constitute one and the same agreement.

f) Separability Clause. If any one or more of the provisions of this Agreement are declared invalid,
illegal or unenforceable in any respect under any applicable law, the validity, legality or enforceability
of the remaining provisions contained herein shall not in any way be affected or impaired.

g) Governing Law and Venue. The Parties shall in good faith exert best efforts to amicably settle any
dispute which may arise between them under this Agreement. Any dispute which cannot be settled
amicably by the Parties shall be settled by arbitration in the Philippines or Japan in accordance with
the United Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules and
judgment upon the award rendered by the arbitrator/s may be entered in any court having jurisdiction
thereon.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and place first above-written.

______________________________ ______________________________

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 Signed in the presence of:

__________________________ __________________________
Name Name

__________________________ __________________________
__________________________ __________________________
Address Address

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 ACKNOWLEDGEMENT

Republic of the Philippines )

) S.S.

BEFORE ME, a notary public for and in __________________ this ____________________, personally
appeared:

Name Identification

known to me to be the same persons who executed the foregoing Deed of Sale consisting of two (2) pages, including
this page on which this Acknowledgment is written, duly signed by the parties and their instrumental witnesses, and
they acknowledged to me that the same is their free and voluntary act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this ___________________ in
__________________.

Doc. No.: ____;

Page No.: ____;
Book No.: ____;
Series of 201___.