MEMORANDUM OF AGREEMENT

(FOR THE SUBSCRIPTION AND PURCHASE OF STOCK IN A CORPORATION)

This Memorandum of Agreement (the “Agreement”) is entered into in counterparts by

and between:

GREEN COAST DEVELOPMENT PH CORP., a corporation duly

organized and existing under the laws of the Republic of the Philippines,
with address at 88 Benigno Aquino Avenue, Mandurriao, Iloilo City
represented herein by its President, Diong Sun A. Do, hereinafter referred
to as the “Corporation”;

DIONG SUN A. DO, JAN KI A. DU, JONATHAN O. GOMEZ, HARRY

LU DIONG CHON, SIMON EARVIN B. DO, and JAN MARVIN T. DU,
Filipinos, of legal age, with address at 88 Benigno Avenue, Manduriao,
Iloilo City, represented in this agreement by DIONG SUN A. DO and shall
be collectively referred to in this agreement as “Corporation Shareholders”;

and

DOUBLEDRAGON PROPERTIES CORP., a corporation duly organized

and existing under the laws of the Republic of the Philippines with address
at DoubleDragon Headquarters, 10th Floor, Tower 1, DoubleDragon Plaza,
DD Meridian Park, Corner Macapagal Avenue & EDSA Extension, Bay
Area, Pasay City, Metro Manila, 1302 Philippines, represented herein by its
President, Ferdinand J. Sia, hereinafter referred to as the “Investor”;

(collectively referred to as the “Parties”)

WHEREAS, the Corporation, in its Articles of Incorporation filed with the Securities and
Exchange Commission (SEC) has an authorized capital stock of Five Million Pesos
(P5,000,000.00), Philippine Currency, divided into Fifty Thousand (50,000) Shares with a
par value of One Hundred Pesos (P100.00) per share, with a subscription of twenty six
percent (26%) or thirteen thousand (13,000) shares.

WHEREAS, the Corporation acquired several parcels of land located in Barangay

Dolores, Municipality of Nueva Valencia, Province of Guimaras, in the island of
Guimaras, which forms part of the assets of the Corporation.

WHEREAS, the Investor desires to purchase such amount of shares in order to obtain a
seventy percent (70%) participation in the Corporation, and the Corporation as well as
the Corporation Shareholders agree to sell the same, upon the terms and subject to the
conditions hereinafter set forth;

NOW THEREFORE, in consideration of the representations above the Parties bind

themselves to undertake this Agreement under the following terms and conditions:

Memorandum of Agreement
Green Coast Development Ph Corp.
Green Coast Development Ph Corp. Shareholders
DoubleDragon Properties Corp.
Page 1 of 10
 SECTION I
INVESTMENT BY INVESTOR IN THE CORPORATION

1.1 Investment. Investor shall invest in the Corporation by subscribing to a combination

of secondary and new common shares in the Corporation (“Investor Equity”) to the effect
that by 30 June 2019, Investor and its nominees will own seventy percent (70%) of the
outstanding capital stock in the Corporation, and that the total Investor Equity in the
Corporation is the total amount of One Hundred Seventy Nine Million Six Hundred
Sixty-Six Thousand Six Hundred Sixty-Six Pesos and Sixty-Seven Centavos
(P179,666,666.67). Equity will be infused based on the following schedule :

Transaction Close* 25% P44,916,666.67

90 Days after Transaction Close 25% P44,916,666.67
180 Days after Transaction Close 25% P44,916,666.67
270 Days after Transaction Close 25% P44,916,666.67

*Transaction Close shall take place upon satisfactory result of the financial and legal due diligence
of the Investor and after preparation of Final Agreements (Investment and Shareholders
Agreement and Subscription and Stock Purchase Agreement for the sale of Shares) which shall be
completed within sixty (60) days upon the Execution of this Agreement (the “Cut-Off Date”),
further extendible for another thirty (30) days if required, at a date and place to be mutually agreed
upon by the Parties.

Corporation Shareholders shall revalue all acquired properties under the Deed of
Absolute Sale and Contract to Sell with the Corporation immediately upon the Cut-Off
Date and shall reflect the revalued amounts in the interim financial statements for the
period ended 30 June 2018 by adopting the Fair Value Method (PFRS 13).

Corporation Shareholders shall accordingly cause the amendment of the Articles of

Incorporation of the Corporation by increasing its authorized capital stock from Five
Million Pesos (P5,000,000.00) to One Hundred Fifty Million Pesos (P150,000,000.00) in
order to accommodate the Investor Equity and Corporation Shareholders Equity and to
provide adequate allowances for a future increase in capital.

All outstanding advances from shareholders in the books of the Corporation as of the
Cut-Off Date should be converted into Equity.

Upon the Transaction Close, Corporation Shareholders shall divest secondary shares in
the Corporation (“Corporation Shareholders Equity”) worth Forty-Three Million Pesos
(P43,000,000.00), net of taxes, to effect that by 30 June 2019, Corporation Shareholders
collectively will own thirty percent (30%) of the outstanding capital stock in the
Corporation, should the required grossed up amount to implement the divestment be
more than the Investor’s payment on transaction close, the additional amount will be
advanced by the Investor and deducted from the payment due 90 days after Transaction
close.

Notwithstanding the foregoing, it is agreed that for all intents and purposes, Investor
shall enjoy all the rights, privileges and benefits, and have all the corresponding
obligations, of a shareholder owning 70% of the outstanding capital stock of the
Corporation, including board representation, as of the Execution of this Agreement
Memorandum of Agreement
Green Coast Development Ph Corp.
Green Coast Development Ph Corp. Shareholders
DoubleDragon Properties Corp.
Page 2 of 10
The Parties shall execute such documents and/or enter into such arrangements as may
be required to give effect to this agreement.

1.2 Area for Development. Corporation Shareholders commit to deliver additional land
to arrive at a total land area of Seven Hundred Ninety-Five Thousand Eight Hundred
Thirty-Four (795,834) square meters, more or less (the “Area for Development”) which
shall be purchased directly by the Corporation for an amount which shall in no case
exceed Thirty-Three Million Pesos (P33,000,000.00). It is hereby understood that
Corporation Shareholders can exchange adjacent and/or contiguous properties to the
Area for Development, in case the specific lots identified therein are not available for
transfer at the timeline due for such commitment to deliver.

The parties agree that the Corporation will allocate an additional Forty Million Pesos
(P40,000,000.00) for direct land acquisition of adjacent properties beyond the Area for
Development to achieve a total land area of at least One Million (1,000,000) square meters.

1.3 Taxes and Expenses. Documentary Stamp Tax and all other expenses on the
investments by the Parties as provided under this agreement shall be borne by the
Corporation.

1.4 Treatment of Existing Debts and Payables. Investor shall not directly or indirectly
participate in the repayment or servicing of any debt or Payables of the Corporation
incurred prior to the Cut-Off Date, except as declared in Annex “A” to this Agreement,
the payment of which will be deducted from the Thirty-Three Million Pesos
(P33,000,000.00) allocated to complete the consolidation of the Area for Development.
Any liabilities, including tax assessments for the years prior to the cut-off date, that the
Corporation may be compelled to pay which is not included or in excess of what is
declared per creditor in Annex “A-1” shall be for the account of Corporation
Shareholders.

SECTION II
Transaction Close and Delivery

2.1 Transaction Close. Upon the satisfactory result of the financial and legal due
diligence of the Investor, the Parties shall execute an Investment and Shareholders
Agreement and a Subscription and Stock Purchase Agreement for the sale of the Shares
(Final Agreements) at the Transaction Close.

2.2 Delivery. During the Transaction Close, the Corporation will deliver to the Investor
the stock certificate/certificates registered in the Investor's name or such nominee as said
Investor may have previously requested in writing, each stock certificate to be properly
executed and sealed by duly authorized representatives of the Corporation. Such stock
certificates shall represent all the shares subscribed and paid for by the Investor and shall
be delivered against payment therefor in the manner provided for herein. All documents
effected at the Transaction Close shall be deemed complete, and no document delivered,
until all are completed and all documents delivered.

Memorandum of Agreement
Green Coast Development Ph Corp.
Green Coast Development Ph Corp. Shareholders
DoubleDragon Properties Corp.
Page 3 of 10
 SECTION III
Representations and Warranties of the Corporation and Corporation Shareholders

The Corporation and Corporation Shareholders represent, warrant and covenant as

follows:

3.1 Organization and Standing: Articles and By-Laws. The Corporation is an entity duly
organized, validly existing and in good standing under the laws of the Philippines.
Copies of the Corporation's Articles of Incorporation and By-Laws appended hereto as
Annexes "B" and “C” are true, correct and complete copies of the originals, each of which
remains in full force and effect and has not been repealed.

3.2 Corporate Power and Government Consents. The Corporation has all requisite
corporate power to enter into this Agreement, to sell the shares, to carry out and perform
its obligations under the terms of this Agreement, and to carry out its business. No
consent, authorization, approval, permit or order, declaration to or filing with any
governmental or regulatory authority is required in connection with: (i) the execution,
delivery and performance of this Agreement; (ii) the offer, issuance, sale delivery of the
Shares; or (iii) for the issuance of common stock to the Investor.

3.3 Capitalization. Immediately prior to the Transaction Close, the Corporation's

authorized, issued and outstanding common stock and all options, rights, and warrants
with respect to such stock shall be as described in Annex "D". All outstanding shares of
common stock have been duly and validly issued, are fully paid and non-assessable, and
the issuance and sale of such shares by the Corporation was effected in compliance with
the law on securities and any other applicable statute. An accurate list of the
Corporation's current stockholders and their holdings immediately prior to the
Transaction Close is set forth in Annex "E". Except as disclosed herein and except for the
sale of shares provided for under this Agreement and the rights of the holders of shares
contemplated by this Agreement, no person is entitled to any preemptive or similar
statutory rights or to any contractual right of first refusal, option, warrant or other right
to purchase or acquire any shares (including the shares herein) of the Corporation. Except
for the sale of shares to Investor at the Transaction Close pursuant to this Agreement, the
Corporation has no present plan to issue or sell any stock of any class to any person.

3.4 Authorization and Reservation of Shares. All corporate actions on the part of the
Corporation, its directors and shareholders necessary for or appropriate to or in
connection with the execution, delivery and performance by the Corporation of this
Agreement and the consummation of the transactions contemplated herein, including
without limitation the authorization, issuance and delivery of the shares, have been taken
or will be taken prior to Transaction Close. The resolution of the Board of Directors
authorizing the issuance and sale of the shares to be sold to Investor pursuant to this
Agreement remains in full force and effect and such Resolution is appended hereto as
Annex "F". This Agreement is a legal, valid and binding obligation of the Corporation,
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, and moratorium laws and other similar laws of general application
relating to the enforcement of creditors’ rights.

The shares when issued and sold in accordance with the terms of this Agreement, will be
validly issued, fully paid and non-assessable and will be free and clear of any lien, claim,
Memorandum of Agreement
Green Coast Development Ph Corp.
Green Coast Development Ph Corp. Shareholders
DoubleDragon Properties Corp.
Page 4 of 10
or encumbrance whatsoever, excepting only restrictions on transfer imposed under this
Agreement

3.5 Litigation. The Corporation has been in existence for five (5) years and there are no
legal actions, suits, arbitrations or other legal, administrative or governmental
proceedings pending or threatened against the Corporation, or against any employee,
officer, director or stockholder of the Corporation. The Corporation is not aware of any
facts that might result in or form the basis of such action, suit, arbitration or other
proceeding on any basis whatsoever (including without limitation any action arising out
of or connected with any prior sale or offer to sell any security of or interest in the
Corporation).

3.6 Compliance with Laws and Other Instruments. The business and operations of the
Corporation is being conducted in accordance with all applicable laws, rules, regulations,
judgments and decrees in all material respects. Neither the execution, delivery or
performance of this Agreement nor the offer, issuance, sale or delivery of the shares, with
or without the giving of notice or passage of time, or both, will (i) violate, or result in any
breach of, or constitute a default under, or result to the imposition of any encumbrance
upon any asset of the Corporation pursuant to any provision of the corporate charter, by-
laws, contract, judgment, decree or other document or instrument or (ii) to the best of the
Corporation's knowledge, will cause the Corporation to lose the benefit of any right or
privilege it presently enjoys or cause any person who normally does business with the
Corporation to discontinue to do so on the same basis. The offer, sale and issuance of the
shares pursuant to the terms of the Agreement are exempt from registration pursuant to
Section 10 of Republic Act No. 8799, otherwise known as the Securities Regulation Code.
Neither the Corporation nor any agent acting on its behalf has, directly or indirectly, sold
or offered for sale, or solicited any offers to buy, or otherwise approached or negotiated
with any person or persons, so as to subject the offer or sale of the shares or any securities
previously offered or sold by the Corporation, to the provisions of R.A. 8799 or any other
related law; the Corporation agrees that neither it nor any agent acting on its behalf will
take any action that would subject the offer or sale of the shares to any such provision.

3.7 Permits and Licenses. The Corporation has all permits, licenses and other similar
authority necessary for the conduct of its business as conducted, and it is not in default
under any of them.

SECTION IV
Representations and Warranties of the Investor

4.1 Representations. The Investor, represents and warrants to the Corporation that:

A. The Investor has full legal right, power and authority to execute, deliver and perform
this Agreement.

B. This Agreement constitutes the legal, valid and binding obligation of the Investor
which is enforceable in accordance with its terms, and all the necessary corporate actions
for the execution and delivery of this Agreement and the other agreements contemplated
hereby, and the performance by it of its obligations hereunder and thereunder, have been
or shall be duly taken by its Board of Directors and Shareholders;

Memorandum of Agreement
Green Coast Development Ph Corp.
Green Coast Development Ph Corp. Shareholders
DoubleDragon Properties Corp.
Page 5 of 10
C. The execution, delivery and performance by the Investor of this Agreement (i) do not
and will not contravene its Articles of Incorporation and By-Laws; (ii) do not and will not
violate any laws or regulations applicable to the Investor; and (iii) do not and will not
conflict with, or constitute a breach of or a violation under, any contract, document or
instrument to which the Investor is a Party or by which it or any of its assets may be
bound.

SECTION V
Conditions to Transaction Close of Investor

The Investor's obligation to purchase the shares subscribed for at the Transaction Close
is subject to the fulfillment, to the satisfaction of the Investor, on or prior to the
Transaction Close Date of each of the following conditions:

5.1 Representations and Warranties Correct; Performance. The representations and

warranties made by the Corporation and Corporation Shareholders in Section IV hereof
shall be true and correct in all material respects when made, and shall be true and correct
in all material respects on the Transaction Close Date with the same force and effect as if
they had been made on and as of the Transaction Close Date; and all covenants,
agreements, and conditions contained in this Agreement to be performed or complied
with by the Corporation or Corporation Shareholders on or prior to the Transaction Close
Date shall have to be performed or complied with in all material respects.

5.2 Proceedings and Documents. All corporate and other proceedings in connection with
the transactions contemplated hereby and all documents and instruments incident to
such transactions shall be satisfactory in substance and in form to the Investor and to the
Corporation.

5.3 Legal Investment. At the time of the Transaction Close the purchase of shares by the
Investor shall be legally permitted by Philippine laws and regulations.

SECTION VI
Conditions to Transaction Close of Corporation

6.1 The Corporation's and Corporation Shareholders’ obligation to sell the shares to be
purchased at the Transaction Close is subject to the fulfillment to their satisfaction on or
prior to the Transaction Close Date of the conditions that the representations made by the
Investor pursuant to Section V hereof shall be true and correct when made and shall be
true and correct in all material respects on the Transaction Close Date, and to the
requirement that the Conditions to Transaction Close of Investor contained in Section V
have been satisfied and performed in all material respects.

SECTION VII
Confidentiality

7.1 The Parties shall not reveal the existence of this MOA or the contents thereof, or that
they have expressed mutual interest in the sale, or that negotiations towards the
acquisition have been or are taking place, to any third party, except to their authorized
representatives.

Memorandum of Agreement
Green Coast Development Ph Corp.
Green Coast Development Ph Corp. Shareholders
DoubleDragon Properties Corp.
Page 6 of 10
7.2 Any information or documents provided by any of the Parties or their respective
employees, external auditors, legal counsels, or consultants to the other Party in relation
to the Party making the disclosure, or the acquisition, or developed by the Parties or their
respective employees, external auditors, legal counsel, or consultants in the course of
completing the actions contemplated by this MOA, with the exception of publicly
available data, shall be treated as strictly confidential and proprietary and shall not be
disclosed to any third party without the consent of the Party to which such information
relates. The Parties shall endeavor to identify confidential information as such.

7.3 The Parties shall ensure compliance by their respective officers, directors, employees,
agents and representatives with the foregoing confidentiality provisions. Each Party
represents to the other that all persons involved in this sale from each side have been
advised of their obligations concerning the confidentiality of information that has been
provided to them for appraisal or negotiation in connection with the sale.

7.4 The provisions of this Section VII shall not apply if either Party or any of their
respective affiliated or associated companies or representatives or advisers becomes
compelled by law or the rules of any applicable regulatory authority to disclose any
confidential information.

SECTION VIII
Definitions and Miscellaneous Provisions

8.1 Certain Defined Terms. As used in this Agreement, the following terms shall have
the following meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined), to the extent they may have a meaning beyond that
ascribed by common usage:

"Agreement" means this Memorandum of Agreement as from time to time amended and
in effect between the parties, including all Annexes hereto, all such Annexes being
incorporated in this Agreement by reference.

"Corporation" means the issuer of the shares identified in Section I.

"Shares" shall have the meaning ascribed in Section I.

8.2 Incorporation by Reference. All schedules, annexes, and attachments to this

Agreement are incorporated herein by reference and form part of this Agreement, to the
extent as if set forth herein in full.

8.3 No Waiver; Cumulative Remedies. No failure or delay on the part of any Party to
this Agreement in exercising any right, power or remedy hereunder shall operate as a
waiver thereof nor shall any single or partial exercise of any such right, power, or remedy
preclude any other further exercise thereof or the exercise of any other right, power or
remedy hereunder. The remedies herein provided are cumulative and not exclusive of
any remedy provided by law.

8.4 Amendments. Amendments, changes in or additions to this Agreement may be

mutually agreed upon by the Parties in writing.

Memorandum of Agreement
Green Coast Development Ph Corp.
Green Coast Development Ph Corp. Shareholders
DoubleDragon Properties Corp.
Page 7 of 10
8.5 Addresses for Notices, etc. All notices, requests, demands and other communications
provided for hereunder shall be in writing (including electronic mail) and mailed, or
delivered to the Corporation, to the Corporation Shareholders or to the Investor at the
address set forth above or at such other address as to which such party may inform the
other party in writing in compliance with the terms of this Section.

8.6 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the
benefit of the Corporation, the Corporation Shareholders, the Investor and their
successors and (to the extent specifically permitted herein) assigns.

8.7 Survival of Representations and Warranties. All representations and warranties

made in this Agreement, the shares or any other instrument or document delivered in
connection herewith or therewith, shall survive the execution and delivery hereof or
thereof.

8.8 Prior Agreements. This Agreement, together with the Schedules hereto and
documents referenced herein, constitute the entire agreement between the parties and
supersedes any prior understandings or agreements concerning the subject matter hereof.

8.9 Severability. The invalidity or unenforceability of any provision hereof shall in no

way affect the validity or enforceability of any other provision.

8.10 Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the Republic of the Philippines.

8.11 Headings. Section and subsection headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this Agreement for
any other purpose.

8.12 Counterparts. This Agreement may be executed in any number of counterparts, of

which taken together shall constitute one and the same instrument, and any of the parties
may execute this Agreement by signing any such counterpart.

SIGNED on the date and in the place written below.

Memorandum of Agreement
Green Coast Development Ph Corp.
Green Coast Development Ph Corp. Shareholders
DoubleDragon Properties Corp.
Page 8 of 10
__________ City: _______________, 2018. __________ City: _______________, 2018.

GREEN COAST DEVELOPMENT PH DOUBLEDRAGON PROPERTIES

CORP. CORP.

By: By:

DIONG SUN A. DO FERDINAND J. SIA

President President

DIONG SUN A. DO
JAN KI A. DU
JONATHAN O. GOMEZ
HARRY LU DIONG CHON
SIMON EARVIN B. DO
JAN MARVIN T. DU

All represented by:

DIONG SUN A. DO

Signed in the Presence of:

_____________________________________ _____________________________________

Memorandum of Agreement
Green Coast Development Ph Corp.
Green Coast Development Ph Corp. Shareholders
DoubleDragon Properties Corp.
Page 9 of 10
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES }

} S. S.

BEFORE ME, in ______________ Philippines, this _______________ personally

appeared:

Name Community Tax Competent Evidence of

Certificate Number/ Date Identity /Date & Place of
& Place of Issuance / Issuance / Date of Expiry
GREEN COAST
DEVELOPMENT PH
CORP.
Represented by:

DIONG SUN A. DO
DOUBLEDRAGON
PROPERTIES, CORP.
Represented by:

FERDINAND J. SIA

personally known to me (or proved to me on the basis of competent evidence of identity)

to be the same persons who executed this Memorandum of Agreement consisting of ten
(10) pages, including this page on which the Acknowledgment is written, duly signed by
the Parties and their instrumental witnesses, and acknowledged to me that the same is
their free and voluntary act and deed and that of the entities represented herein.

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

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 20__.

Memorandum of Agreement
Green Coast Development Ph Corp.
Green Coast Development Ph Corp. Shareholders
DoubleDragon Properties Corp.
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