CONTRACT AGREEMENT

(4-Units Aquafarm Warehouse Building)

KNOW ALL MEN BY THESE PRESENTS:

This Construction Contract is made and entered into this _________________ by and
between:

ZARQA ENTERPRISE, a company duly organized under the laws of the Philippines,
with Office address at Block 36, Lot 14, Magnolia Street, San Mateo, Rizal, Philippines,
represented herein by its President, MS. ROSENA S. TAN, herein referred to as the
“GENERAL CONTRACTOR”;

-And-

ENGR. ANTONIO B. GATCHALIAN, an experienced Sub-Contractor, who has a long

history of contracting in construction industry through his company, Integrated
Formwork Builders, with official address at Friendly Village, Marikina City, Philippines,
represented herein by Himself and his experienced Engineering Group, herein referred
to as the “SUBCON EMPLOYEE”;

WITNESSETH:

WHEREAS, the GENERAL CONTRACTOR (referred to herein as GENCON), intends

to employ an experienced individual or entity, who shall undertake part or whole contract/s for
the GENCON’s construction contract/s with the Owner, GreenAsia Unlimited & Development
Corporation (GAUDC), which is hereto attached and made an integral part hereof, as the basis for
the scope of works, contract amount, and contract duration of the Project/s;

WHEREAS, the SUBCON EMPLOYEE, which submitted the lowest responsive

proposal requested by the GENCON to submit its proposal and has been awarded the
construction contract specified herein, is qualified and willing to undertake the PROJECT under
the terms and conditions set forth during and after the evaluation of submitted Proposal, and
based further on the approved detailed construction plans and specifications and related contract
documents prepared by the Owner’s Commissioned Architect (ARCHITECT), which shall hereto
attached and form an integral parts of this agreement;

WHEREAS, the SUBCON EMPLOYEE accepts to undertake the Project/s, based on

hisagreed submitted cost, ARCHITECT’s plans and specifications and other related contract
documentsagreed and signed by the Gencon with the Owner, GAUDC;

NOW, THEREFORE, for and in consideration of the foregoing premises, covenants and
stipulations, the Parties hereto have agreed, as it is hereby agreed as follows:

ARTICLE I:
SCOPE OF WORKS

The SUBCON EMPLOYEE, in consideration of the payments to be made by the

GENCON on the sum of money herein named, agrees to furnish all the necessary labor,
materials, equipment, tools and supervision of the contract/s for the satisfactory and faithful
performance necessary to complete the Project in accordance with the accompanying plans,
specifications prepared by the Architect and approved by the Owner or his representative, which
are hereto attached and made an integral parts of this agreement;

The SUBCON EMPLOYEE shall engage the services of experienced and qualified
Engineers to supervise the Project during the construction and completion of the PROJECT until
the OWNER accepts it.

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 ARTICLE II:
CONTRACT AMOUNT

The GENCON, in consideration of the works and services to be done, shall pay the
SUBCON EMPLOYEE, the amount of PESOS: FOUR HUNDRED EIGHTY MILLION
(Php488,000,000.00), Philippine Currency, for the construction of the Four (4) Units
WarehouseBuildings, breakdown is hereto attached and made an integral parts of this agreement.
Should there be an extra work orders directed by the Owner to the GENCON, the Subcon
Employee shall undertake such extra work only after the mutual approval in writing of the cost by
the Gencon, the Subcon Employee and the Owner. The basis for Variation Orders shall be
derived from the detailed estimates accompanying this lump sum cost.

ARTICLE III:
MANNER OF PAYMENTS

The GENCON shall pay the SUBCON EMPLOYEE the Down Payment equivalent To
Fifteen Percent (15%) of the Contract Amount upon signing of this Sub-Contract Agreement
and the release of the Foreign Investor’s Fund to the Owner and to the Gencon by way of Escrow
Account at the PNB Bacoor Branch, Bacoor, Cavite.
The balance of Seventy Percent (70%) shall be paid in Periodic Monthly Progress
Billing. The SUBCON EMPLOYEE shall submit a periodic Accomplishment Report
accompanying the Progress Billing requested. Each Payment to be made to the SUBCON
EMPLOYEE shall be deducted for the 12% VAT and transfer of the payment to the PNB
Account of the SUBCON EMPLOYEE, shall be approved by Director & EVP CESAR A. ONG,
as the Owner’s Monitoring Representative.

ARTICLE IV:
CONTRACT TIME OF COMPLETION

The SUBCON EMPLOYEE shall complete the Project as stipulated in the Notice to
Proceed for the duration of Working Days, reckon from the date of receipt of the Notice to
Proceed (NTP) and the Down payment. Unless prevented by fortuitous events (war, acts of God,
typhoon, etc.) or an order of suspension by the Owner or government authority, or an extra work
orders or variation orders were issued or directed by the Proponent or his authorized
representative that reflect the critical path of the Approved Construction Schedule, in which case
the Proponent shall extend the contract time.

In case of suspension of the Project for any valid reason, the Owner shall pay the
Contractor for works completed up to the time of suspension. The Contract Time shall also be
suspended accordingly. The Project shall resume upon receipt of the Contractor of the written
“Notice to Proceed” from the Owner or its representative. The Contractor has the right to stop the
works in case the progress billing payment is not release after fifteen (15) days from the
submission of the approved progress billing. After the billing is paid, the Contractor must resume
the works within five (5) days from receipt of payment.

ARTICLE V:
VARIATION ORDERS

Should the Owner or its Authorized Representative direct the Contractor in writing to add
works not included in the Scope of Works, or Plans and Specifications, the Contractor shall
undertake the said Extra Works Order only after the amount subject of the change have been
computed and mutually agreed upon and approved by both parties and their respective authorized
Representative. Likewise, should there be a reduction or removal of any item of works included
in the original scope of works, the amount shall also be reduced accordingly and shall be
deducted from the Contractor’s Contract Amount. No verbal order on variations shall be made
unless reduced in writing and only after the approval of the cost involved.

The payments of these Variation Orders shall be paid separately every progress of works
thereof, and shall be requested in writing by the Contractor.

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 ARTICLE VI:
OTHER INCLUSIONS / EXCLUSIONS

The Owner or its representative shall secure the Building Permits and Occupancy Permits
from the LGU where the project is located, ECC and other governmental permits. Equipment
needed for the Project shall be provided by the Owner. Water Tanks and temporary facilities and
utilities if needed, shall be on the account of the SUBCON EMPLOYEE. Right of Way and roads
shall be excluded in this contract.

ARTICLE VII:
RETENTION MONEY

The Owner shall retain the Last Ten Percent (10%) from the total contract cost until the
Project is completed and accepted by the Owner. The retained amount shall only be released after
the SUBCON EMPLOYEE turn-over the Project and accepted by the GENCO with conformity
of the Owner, within Thirty (30) days after the project is accepted by the Owner.

ARTICLE VIII:
CONTRACTOR’S WARRANTY.

The Subcon Employee expressly warrants the Gencon and the Owner that all works shall
be of good quality, free from any faults and defects and in conformity of the approved plans and
specifications and the Contract Agreement and other related contract documents. All works not
conforming to these standards shall be considered defective and shall be rectified immediately.

The Subcon Employee shall be responsible to the Gencon and to the Owner for the faulty
materials installed, equipment delivered and installed, and workmanship and it shall remedy the
said faulty materials, equipment and workmanship and pay for the damage to other works
resulting there from. The cost incurred shall be chargeable to and deducted from the Contract
Amount or to the Retention Money.

ARTICLE IX:
ENTIRETY OF AGREEMENT

This Agreement embodies the entire agreement between the parties hereto and the
Agreement signed by the Gencon with the Owner, which is hereto attached, and made an integral
part of this agreement. Any agreement made hereafter shall be ineffective unless reduced in
writing and signed by all the parties herein. Any provision which is not in conformity hereof and
become null and void shall not affect the entire agreement.

The Parties to this Agreement hereby agree to the full performance of the covenant herein
stipulated.

IN WITNESS WHEROF, the parties on this Agreement have on the day, month and
year first above written, hereto set their hands at the bottom of this page, and on the left hand
margin of every page of this Agreement this _____________________ at
_____________________ , Philippines

ZARQA ENTERPRISE SUBCON EMPLOYEE

(General Contractor) By:
By:

MS. ROSENA S. TAN ENGR.ANTONIO B. GATCHALIAN

General Manager General Manager, Group of Engineers

Signed in the presence of:

____________________ _____________________

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 APPROVED:
GREENASIA UNLIMITED & DEVELOPMENT CORPORATION
by: (OWNER)

ENGR. DANILO L. ABALOS

President/Chairman

ACKNOWLEDGEMENT

Republic of the Philippines)

______________________ ) S.S.

BEFORE ME, the undersigned Notary Public for __________________, Philippines, on

this day appeared:

Name Gov’t Issued ID Date Place Issued

MS. ROSENA S. TAN CTC 08505720 May 21, 2015 San Mateo, Rizal

ANTONIO B. GATCHALIAN _____________ _____________ ________________

Known to me and to me known to be the same persons who executed the foregoing instrument
and they acknowledged to that the same is their free and voluntary act and deed as well as the free
act of the company they represent.

I further certify that this Subcontract Agreement consists of Four (4) pages, including the
page whereon this acknowledgement is written, with each and every page thereof dully signed by
the parties and their instrumental witnesses and sealed with my notarial seal.

WITNESS MY HAND AND SEAL in ________________ , Philippines, this

_________________

Doc. No. _________;

Page No. _________;
Book No. _________;
Series of 2016

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