MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement is made and executed this ________ day of January,
2023 by and between:

DE LOS SANTOS MEDICAL CENTER INC., a corporation duly organized

and existing under and by virtue of the laws of the Philippines with principal office
address located at 201 E Rodriguez Sr. Ave., Quezon City, Metro Manila,
represented herein by its President and CEO, ELIZABETH G. DANTES,
hereinafter referred to as the “DLSMC”.
-and-

MAY JASMIN R. YASON, STEPHANIE SY CHUA and LYRA TUMALAD,

all of legal age, residents of the Philippines, and duly licensed medical doctors
with principal office address located at 2nd flr. Medical Arts Building, 202 E.
Rodriguez Sr. Avenue, Quezon City, Metro Manila, represented by themselves in
their own rights as individual party to this agreement hereinafter referred to as the
“SECOND PARTY”.

Herein collectively referred to as the “PARTIES”.

WITNESSETH:
WHEREAS, DLSMC is a tertiary level health care institution that offers dermatology services
to its patients through its Dermatology Center;
WHEREAS, the DLSMC recognizes the ability and contribution of the SECOND PARTY
including the potential of the latter in providing more dermatology services to achieve the goals
of the DLSMC;
WHEREAS, the SECOND PARTY intends to improve the quality and expand the services of
the Dermatology Center of the DLSMC by loaning machineries and equipment;
WHEREAS, both PARTIES enter into this Memorandum of Agreement to define their
relationship and set such terms and conditions hereinafter stipulated and set forth below;
NOW, THEREFORE, for and in consideration of the foregoing premises the parties have agreed
and by these presents, do hereby agree to make and enter into this Memorandum and hereby
further agree to abide by the following covenants hereinafter stipulated, to wit:

I. PURPOSE

This agreement is entered into by the PARTIES for the purpose of allowing the
SECOND PARTY to loan and thereafter utilize dermatology equipment and machines to
enable it to expand its operations and offer more dermatology services to its patients and
that of DLSMC.

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 II. GENERAL AGREEMENT

Subject to their respective rights and obligations as set out in this Agreement, the Parties
shall cooperate and endeavor to achieve the following:

1. DLSMC by virtue of this agreement hereby allow the SECOND PARTY or each in their
own rights and interest to loan the equipment and machines, collectively “Equipment”,
for the purpose/s set forth above:

MAY JASMIN R. YASON

 PRP Machine / Centrifuge

 Diode Laser
 Q switched ND YAG Laser
 Portable Fractional/ Grid RF device

STEPHANIE SY CHUA

 IPL (Intense Pulsed Light)

LYRA TUMALAD

 CO2 Laser (Fractional and Cutting)

2. The Equipment enumerated above is and shall at all times be and remain personal property of
the SECOND PARTY as indicated above notwithstanding that the Equipment, or any part
thereof, may now be or hereafter become in any manner affixed or attached to or embedded
in or permanently rested upon real property or any building thereon or attached in any
manner to what is permanent by any means of cement, plaster, nails, bolts, screws or
otherwise.

III. OBLIGATIONS OF DLSMC

Subject to their respective rights and obligations as set out in this Memorandum, the Parties shall
cooperate and endeavor to achieve the following:

1. The DLSMC shall, for its exclusive account, timely, properly and adequately perform the
following:

a. Provide safety and security to the equipment while the same is in its premises.

b. DLSMC shall not be responsible for any loss or damage if occasioned by fire, flood,
explosion, or any other cause beyond the reasonable control of the DLSMC.

c. Approve, review or cause for the adjustment of any and all dermatology center fees
as it may deem necessary.

d. Assign, place and employ competent nurses who shall monitor the use of the
equipment and prepare/sanitize the equipment before and after use.

e. Collect all facility and dermatology center fees directly from the patients.

2. The Second Party shall, for its exclusive account, timely, properly and adequately
perform the following:

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 a. SECOND PARTY shall ensure that it has full power, authority and legal right to
execute and deliver this agreement and that it has full authority and ownership of the
equipment loaned to DLSMC.

b. The SECOND PARTY hereby ensures that there are no legal actions, suits or
proceedings pending or, to the knowledge of the SECOND PARTY with respect to
any transaction or action/claim affecting the ownership and possession of the said
equipment and that no material or adverse effect on the operation and financial
condition of the SECOND PARTY will impair its ability to perform its obligations
herein stated.

c. SECOND PARTY shall be responsible for the proper use and deployment of the
Equipment.

d. The SECOND PARTY shall be responsible for training anyone using the
Equipment on the proper use of the Equipment in accordance with any usage
procedures.

e. SECOND PARTY shall maintain the equipment in good repair, working order, and
condition and from time to time make all needed and proper repairs, renewals,
replacements, betterments and improvements thereto.

f. SECOND PARTY is responsible in ensuring that all the equipment is working in its
best conditions and that the manner of use and operation done with it is compliant
with all applicable standards and procedures in ensuring patient safety.

g. SECOND PARTY agrees that it is responsible in bearing its own expenses of

implementing its own safeguards and measures for the safety of the patients,
equipment, the dermatology center including its personnel.

h. SECOND PARTY shall be responsible in promptly executing and delivering such

additional reports, documents and other information with respect to the census, of
which services, machines is/are in demand and highly utilized to help DLSMC
decide which equipment will be prioritized for future procurement and investment.

i. SECOND PARTY shall make available any and all maintenance service agreement
it has entered with its supplier as regards the equipment, if any, to allow DLSMC to
inspect and ensure warranty, safety and full utilization of the equipment.

IV. FEES AND CHARGES

a. The fees and charges agreed upon by the parties are hereinafter specified below:

MACHINES DERM CENTER FEES REMARKS

CO2 laser-functional and
cutting
PRP machine/centrifuge
(hair growth, skin rejuv,
scars)
DIODE Laser
(Hair removal, Post acne
erythema, roseacea, acne
scars, rejuv, keloids)
Q switched ND yag laser
2000 (minor OR) Basic supplies included
2000 (minor OR) -PRP tube and other
supplies are c/o by the
dermatologist
1000 (procedure room) All supplies are c/o by the
dermatologists/ may be
provided by the
dermatology center on a
per item basis
1000 (procedure room) All supplies are c/o by the

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 (laser toning, pigments,
tattoo removal)
IPL (for rejuv, hair
removal, acne, redness etc)
Portable fractional grid RF
machine (for scars, skin
rejuv)
dermatologists/ may be
provided by the
dermatology center on a
per item basis
1000 (procedure room) All supplies are c/o by the
dermatologists/ may be
provided by the
dermatology center on a
per item basis
1000 (procedure room) All supplies are c/o by the
dermatologists/ may be
provided by the
dermatology center on a
per item basis

b. Professional fees paid to the dermatologists shall pass through the hospital which
shall be subject to withholding tax.

V. CORPORATE GOVERNANCE

a. Anti-Corruption.
The SECOND PARTY, warrants and represents that it has not taken and will not take
any action that would constitute a violation, or implicate the Company in a violation, of
any law of any jurisdiction in which it performs business, including any anti-corruption
and anti-bribery law of any jurisdiction in which Third Party performs business, or of the
United States, of the European Union, or of the United Kingdom, including without
limitation, the Korean Criminal Code and the Act on the Prohibition of Improper
Solicitation and Provision/Receipt of Money and Valuables (i.e. the Kim Yong-Ran Act),
the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010,
any anti-corruption instruments of the European Union and where applicable, legislation
enacted by member states and signatories implementing the OECD Convention
Combating Bribery of Foreign Officials (“Anti-Corruption Laws”). Violation of any of
the ABAC legislations stated above shall constitute sufficient ground for the rescission or
cancellation of this Agreement without prejudice to the rights of the PARTIES to file
civil or criminal actions under the Anti-Graft and Corrupt Practices Act and other
applicable laws.

b. Gifts and Hospitality

Both Parties or any of its director, executive, officer, employee may not solicit or accept
personal gifts or cash or hospitality of substantial or unreasonable value or accept
anything other than reasonable hospitality. Soliciting or receiving gifts and hospitality to
obtain or retain business or business advantage, or to reward the provision, retention of
business or a business advantage, or in explicit or implicit exchange of favors or benefits
or in exchange for any business, financial or other advantage to any of the Parties or the
individual concerned is strictly prohibited. The Parties understand that violation of this
warranty constitutes breach which may lead to rescission or termination of this
Agreement.

c. Conflict of Interest

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 This Contract is entered into on a fair and arms-length basis, without duress or coercion,
and is to be interpreted as an agreement between two parties of equal bargaining
capacities. Notwithstanding any ties between the parties on ownership, affiliation or
otherwise, the terms and conditions of the Contract are the same as they would have been,
had the parties not have any relation with each other whatsoever.
In the event that Conflict of Interest arises during the term of this agreement, the Parties
warrant and represent to adopt and/or maintain procedures to ensure that each has in place
a mechanism for the identification and management of any conflict of interest that may
arise in relation to this agreement.

d. Data Privacy and Confidentiality

Each Party shall at all times be responsible for ensuring that the Personal Information, in
whatever form, is collected, stored, disclosed, shared and disposed securely in accordance
with the standards provided by the Data Privacy Act and hereby agrees to implement
appropriate physical, technical and organizational security measures to maintain the
confidentiality, integrity, and availability of the Personal Data; protect it from accidental
or unlawful destruction, alteration and unauthorized disclosure, unlawful processing or
use, fraudulent misuse, or loss or destruction while in the SECOND PARTY’s custody;
and adhere to the principle of transparency, proportionality and legitimate purpose in
processing all kinds of personal information.

e. Whistleblowing

The PARTIES or any of its employee or representative hereby commit and undertake to
report any suspected misconduct, malpractice, irregularity or any conduct that constitutes
a contravention of relevant laws and regulations in relation to this agreement in
accordance with the CLIENT’s Policy and Procedure for Whistleblowing.
Should the PARTIES receive any of the abovementioned reportable conduct including
any and all undue or inappropriate demands, favors or any such express behavior from
any individual, representative or employee associated or who claims to be able to have an
influence with CLIENT, it must be reported immediately by email to WPO@dlsmc.ph.
All information provided shall be treated as confidential and shall in no manner affect the
agreement between the PARTIES.

VI. ASSIGNMENT

This Agreement may not be assigned by the SECOND PARTY without the prior written
consent of DLSMC. Any assignment attempted to be made in violation of this Agreement
shall be void. In the event of any assignment, SECOND PARTY shall remain
responsible for its performance and liable for assignee’s performance.

VII. BINDING EFFECT

This Memorandum of Agreement shall be binding on both Parties and their respective
successors-in-interest.

VIII. EFFECTIVITY AND TERMINATION

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 This Memorandum shall be valid and effective from January 01, 2023 up to December
31, 2023 or until modified and terminated thereafter upon such terms and conditions as
may be mutually agreed upon. In any event, either party may terminate this
Memorandum at any time for any reason at its sole discretion by serving the other a
written notice of termination at least thirty (30) days from the intended date of
termination.

IN WITNESS WHEREOF, the parties hereto have caused this Memorandum to be

executed by their respective duly authorized representative as of the date and at the place
written above.

DE LOS SANTOS MEDICAL SECOND PARTY

CENTER, INC.
By: By:

ELIZABETH G. DANTES, CPA, CMA MAY JASMIN R. YASON, MD, FPDS,

FPADSFI
President and CEO

DR. NILO C. DE LOS SANTOS MD, STEPHANIE SY-CHUA MD, DPDS

FPSGS, FPCS, FACS
Chief Medical Officer

LILY LYRALIN L. TUMALAD, MD

witness witness
SIGNED IN THE PRESENCE OF

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 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

QUEZON CITY) S.S.

BEFORE ME, a duly authorized notary public for and in the above-named jurisdiction,
personally appeared on this ____________________, 2023, the following, who are personally
known to me and/or identified through competent evidence of identity, to wit:

Name Competent Evidence Issued on/at and/or Valid

of Identity (Type of until
I.D./I.D. No.)
DE LOS SANTOS MEDICAL
CENTER INC., A01-91-033952 03/31/2023
By:
ELIZABETH G. DANTES
MAY JASMIN R. YASON
STEPHANIE SY-CHUA
LILY LYRALIN L. TUMALAD

Both known to me and to me known to be the same persons who executed the foregoing
instrument, and who acknowledged before me that their respective signatures on the instrument
were voluntarily affixed by them for the purposes stated therein, and who declared to me that the
said instrument is their free and voluntary act and deed and that of the entity represented, and are
duly authorized to sign, if acting in a representative capacity.

This Memorandum of Agreement, consisting of seven (7) pages, including this page wherein the
acknowledgment is written and has been signed by the herein parties and their witnesses.

IN WITNESS WHEREOF, I hereunto set my hand and affix my notarial seal on the date and at
the place above written.

Notary Public

Doc. No. ___

Page No. ___
Book No. ___
Series of 2023.