MEMORANDUM OF UNDERSTANDING

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Understanding is being made and executed by and between:

ACHIEVEMENT REALTY CORPORATION, is a

corporation duly organized and established in accordance with the
laws of the Republic of the Philippines, with address at Unit E, F1
City Center, 32nd Street corner Lane A, BGC, Taguig City, and
represented herein by PHILIP CEA as evidenced by Secretary’s
Certificate herein attached as ANNEX “A” (hereinafter referred to
as the “FIRST PARTY”).

- and -

ROYAL NUSANTARA HOLDINGS, INC. is a corporation

duly organized and established in accordance with the laws of the
Republic of the Philippines, having its office address 6 Kentucky
Drive Street Alabang 400 Village Barangay Cupang Muntinlupa
City, 1770 Philippines and represented herein by H.R.H RAJA
AZMAN SHAH BIN RAJA AHMAD as evidenced by
Secretary’s Certificate herein attached as ANNEX “B”
(hereinafter referred to as the “SECOND PARTY”).

WITNESSETH, That-

WHEREAS, the FIRST PARTY is the registered owner of titled and contiguous land
measuring approximately 1,536 Hectares (15,365,551 sq.m) located in the Municipality of
Mauban (barangays of San Jose and Rosario), Province of Quezon;

WHEREAS, the FIRST PARTY applied for registration of the said land as Special
Economic Zone, and which had been the subject of Presidential Proclamation No. 1277 dated
January 11, 2022 and PEZA Certificate of Registration No. EZ 22-01, known as the “Quezon
Techno-Industrial Special Economic Zone” Project;

WHEREAS, the SECOND PARTY is looking to invest into a Special Economic Zone
Project as an investor and Joint Venture Partner;

WHEREAS, the SECOND PARTY represents himself to have the financial capacity to
fund the full development of the “Quezon Techno-Industrial Special Economic Zone” Project;

WHEREAS, the PARTIES are considering to enter into a business venture, i.e. a loan
agreement, a lot purchase agreement or a joint venture agreement (“Business Venture"), and
would like to do sufficient due diligence before deciding which Business Venture to enter into
and actually executing and signing the subsequent agreement;

NOW, THEREFORE, for and in consideration of the foregoing premises, the PARTIES
hereby agree to the following terms:

1. The PARTIES herein hereby express their intention to enter into a

Business Venture for the construction and development of the Quezon
Techno-Industrial Special Economic Zone

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2. The FIRST PARTY shall commit to contribute the 1,536 Hectares
(15,365,551 sq.m.) land which was declared as Special Economic Zone
(SEZ) and registered under its name to the Business Venture. On the other
hand, the SECOND PARTY endeavors to make financial contribution of
at least EURO TWO BILLION FIVE HUNDRED MILLION and
0/100 (€2,500,000,000.00) equivalent to PESOS ONE HUNDRED
FORTY SEVEN BILLION FIVE HUNDRED MILLION and 0/100
(Php147,500,000,000.00).

3. However, before entering into a Business Venture, the PARTIES would

like to do due diligence in order to make a final assessment of the
following terms of the Business Venture:

a) Valuation of the 1,536 Hectare registered land of the

FIRST PARTY;

b) Amount of the financial contribution of the SECOND

PARTY; and

c) Profit Sharing Percentage of the PARTIES.

4. PERIOD OF DUE DILIGENCE - The PARTIES are given a period of

Fourteen (14) days from signing of this MOU to make a final assessment
of the aforementioned, after which, the parties shall give a written notice
of the intention to PROCEED or NOT TO PROCEED with the Business
Venture

5. CONSENT FOR VERIFICATION – Each PARTY, as part of the due

diligence of the other PARTY shall authorize, allow, and participate in the
following:

a) The FIRST PARTY shall hereby allow and authorize the

SECOND PARTY to visit its 1,536 Hectare property in the
Municipality of Mauban (barangays of San Jose and
Rosario), Province of Quezon for purposes of verifying the
current status of the property;

b) The PARTIES may request and require from each other,

copies of documents necessary to make the final
assessment of the aforementioned items under paragraph 3,
and to determine and show financial capacity of each party;
and

c) Each PARTY may request assistance from each other for

the verification of certain information and documents
which they deem necessary for the completion of the due
diligence.

6. NON-DISCLOSURE - The PARTIES shall hold and maintain the

confidentiality of all information received from each other with the
utmost confidence and shall restrict access to the confidential information
to its employees and/or officers, contractors, and third parties as
reasonably required. The PARTIES shall ensure that anyone they allow
access to such confidential information are properly informed of the
confidential nature thereof, and shall (when necessary) require such
persons to execute a separate Non-Disclosure Agreement. The PARTIES

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 shall use the confidential information ONLY for the purpose intended,
unless authorized in writing by the other party.

7. SEVERABILITY - In the event that any provision of this Agreement

shall be held to be invalid, the same shall not affect in any respect
whatsoever the validity of the remainder of this Agreement.

8. APPLICABLE LAWS AND VENUE - This Agreement shall be

construed and enforced under the laws of the Philippines. Any and all
action and/or issue arising out of or in relation to this agreement shall be
submitted to the exclusive jurisdiction of the courts of Taguig City,
Philippines to the exclusion of all other venue/courts.

IN WITNESS WHEREOF, the parties hereto affixed their signatures on this _______
day of ___________, 2023 in ________________, Philippines.

ACHIEVEMENT REALTY ROYAL NUSANTARA HOLDINGS,

CORPORATION INC.
FIRST PARTY SECOND PARTY

By: By:
PHILP CEA H.R.H RAJA AZMAN SHAH BIN RAJA
President AHMAD
Passport No. P7025300B Executive Chairman
Date: ___________________ Passport No. A57915262 - Malaysian
DATE:___________________

SIGNED IN THE PRESENCE OF:

______________________________ ________________________________

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 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

) S.S.

This______day of ________________, 2023, personally appeared the following:

Name ID No. Date Issued /Exp. Date

ACHIEVEMENT REALTY CORPORATION (FIRST PARTY)

By: PHILIP CEA ____________________________ _______________________________

ROYAL NUSANTARA HOLDINGS, INC. (SECOND PARTY)

By: H.R.H RAJA AZMAN SHAH BIN RAJA AHMAD

____________________________ _______________________________

Known to me to be the same persons who executed the foregoing Memorandum of Understanding, and
who swore to me that the same is of their own free act and deed.

I HEREBY CERTIFY that the foregoing Memorandum of Understanding consisting of Four (4)

pages, including this acknowledgement portion, duly signed by the parties and their instrumental
witnesses on the space provided for.

IN WITNESS WHEREOF, I have hereunto affixed my hand and seal at the place and date above
written.

NOTARY PUBLIC
DOC. NO.________
PAGE NO.________
BOOK NO.________
SERIES OF 2023.