MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement executed this _____day of May 2019 at Mandaluyong City, Metro
Manila, by and between:

GROUND SPECIALISTS INC., a Domestic Corporation organized and existing under

the laws of the Republic of the Philippines with business address at Unit 209, 2 nd Floor, Cityland
Building, No. 128 Pioneer Street, Mandaluyong City represented herein represented by
SALVADOR A. BARENG, JR., OLIVER P. MASILLEM, AND GERLIE B. OROLFO, President,
Treasurer and VP Engineering and Planning, respectively, all of legal age and with the same
business address above, by virtue of a Secretary Certificate hereto attached as Annex “A”
hereof, hereinafter referred to as “Party of the First”

-and-

KEY PERSONS HOLDING MANAGERIAL AND SUPERVISORY POSITIONS OF

GROUND SPECIALISTS INC with their names and signature indicated in the list hereto
attached as Annex B, hereinafter referred to as “Party of the Second.

WITNESSETH: That –

WHEREAS, the Party of the First in a Special Meeting of the Board of Directors held at
its principal office located at Unit 209, Cityland Pioneer, 128, Pioneer Street, Mandaluyong City
on March 13, 2019, desirous of securing the company from financial losses as well as their key
officers and employees on account of loss of their lives, unanimously approved as it indeed
approved to open a “Set for Life Plan-Keyman Insurance” and investment for the benefits of
company and well as its employees, and a single–pay products- all set life plan for above 70
years old;

WHEREAS, the Party of the Second accepted the said insurance programs and
investment scheme fully aware that the same will inure to the mutual benefits of both parties.

NOW THEREFORE, for and in consideration of the foregoing, the parties have agreed
as follows:

1. That the Party of the First shall insure the Party of the Second with FWD
insurance under the Set for Life Plan-Keyman Insurance” and investment for the
benefits of company and well as its employees, and a single–pay products- all
set life plan for above 70 years old namely: SALVADOR V. BARENG, JR.,
RUBEN SENOC ACOMPANADO AND SINDAYEN MAMERTO AGTARAP;
 2. That the Party of the First shall solely pay the premium of the insurance and
investment program and be the beneficiary thereof but with obligation to remit
portion of the proceeds to the family of the employees covered under the Party
of the Second on the basis of an agreed sharing scheme;

3. That the Party of the First, in the event of demise of one or any of its covered
employees of the Party of the Second, shall demand and collect from the FWD
Insurance, the insurance proceeds as well as investment benefits subject to the
submission of pertinent documentary evidence by the family of the demised
employee as proof of entitlement thereto;

4. That no amount whatsoever shall be deducted by the Party of the First from the
insurance proceeds on account of premium share and/or contribution paid by
the former to the insurance company except for administrative and legal
expenses incurred in connection with the filing and documentations of the
insurance claim.

IN WITNESS WHEREOF, we have hereunto set our hands this ___th day of May 2019
in Mandaluyong City, Metro Manila, Philippines.

GROUND SPECIALISTS INC., KEY PERSONS HOLDING

MANAGERIAL AND
Represented By: SUPERVISORY POSITIONS
OF GROUND SPECIALISTS
INC.
SALVADOR V. BARENG, JR.,
List of names with our signature are
OLIVER P. MASILLEM indicated in the attached
schedule:
Party of the Second
GERLIE B. OROLFO
Party of the First

SIGNED IN THE PRESENCE OF:

___________________________ ___________________________
Witness Witness

ACKNOWLEDGMENT

Republic of the Philippines)

City of Mandaluyong ) S.S.
 BEFORE ME, a Notary Public, for and in the City of Mandaluyong, this ___ day of May
2019 personally appeared:

Name Identification Card Issued on/At

SALVADOR A. BARENG, JR., ___________________ ___________________

OLIVER P. MASILLEM, ___________________ ___________________
GERLIE B. OROLFO ___________________ ___________________
See attached schedule

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

This instrument consisting of two (2) pages, including this page on which this
acknowledgment is written refers to agreement for reimbursement of medical expenses and has
been signed by the parties their witnesses and sealed with my notarial seal.

WITNESS MY HAND AND NOTARIAL SEAL.

Doc. No. ____;

Doc. No. ____;
Book No. ____;
Series of 2019.