MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (hereafter referred to as the “Agreement”) is made and entered
into this _____th day of June 2023, by:

Spouses _______________, Filipinos, married, of legal age, and a resident of _______________,

and hereafter referred to as “MANAGING-INVESTORS”;

-and-

_______________, Filipinos, married, of legal age, and a resident of _______________, and

hereafter referred to as “INVESTOR 1”;

_______________, Filipinos, married, of legal age, and a resident of _______________, and

hereafter referred to as “INVESTOR 2”;

Collectively, the MANAGING-INVESTORS and INVESTORS shall hereafter be referred to as

“PARTIES”.

WITNESSETH

WHEREAS, the MANAGING-INVESTORS shall stand as the main-franchisee of a Shell

Gasoline Station.

WHEREAS, the MANAGING-INVESTORS will accept investment from the INVESTORS to

raise the capital needed.

WHEREAS, while the MANAGING-INVESTORS shall stand as the main franchisee of the Shell
Gasoline Station, all PARTIES shall be an active participant in the management of it’s business affairs.

WHEREAS, the relationship between the MANAGING-INVESTORS and INVESTORS shall be

goverened by the provisions of this AGREEMENT.

NOW THEREFORE, for and in consideration of the following, this AGREEMENT is entered
into by the MANAGING-INVESTORS and INVESTORS, with the following covenants, to wit:

I. CAPITAL

A. The initial capital of TEN MILLION PESOS (Php 10,000.000) will be shouldered by all
PARTIES equally to establish the first Shell Gasoline Station.

B. The share of each party shall be deposited in a common fund, to be determined by all
PARTIES.
 C. Each party shall deposit their share by or before _____ of June 2023.

D. Should one party entrust his share to another party, the same must be substantiated by receipts.

E. The initial capital shall be for the purpose of processing the franchisee requirements of Shell
Pilipinas, Corp. and for the initial operating expenses of the business.

F. Should a party decide to infuse more capital than what was orginally agreen on, the profit
he/she will receive shall be in proportion to the capital invested.

II. PROFIT SHARING

A. The sharing of net profits shall be equal for all PARTIES. The determination of the ROI shall
be made by the MANAGING-INVESTORS based on their internal accounting of the books of the
business.

B. Net profits shall be distributed after the 6th month from commencement of operations.

C. Any profit, incentive, or savingss derived from the business shall likewise be shared equally by
the PARTIES.

D. The MANAGING-INVESTORS shall receive a daily allowance of SIX HUNDRED PESOS

(Php 600.00) to cover expenses.

III. LOSSES

A. MANAGING-INVESTORS shall not be held liable for business losses unless the loss can be
directly attributed to the fault or negligence of the MANAGING-INVESTOR.

B. All losses shall be borne by the PARTIES equally or in proportion to the amount of their
investment.

C. In case of theft by one of the employees, any loss shall form part of the Operational Expense in
the books of business.

D. All expenses needed / incurred to negate a cause of action brought by a disgruntled employee
agaisnt the employer shall be borne by all PARTIES.

E. In case of theft in the management level, such as, but not limited to, supervisors, operational
managers and any managerial level employee — to be determined by the PARTIES — the loss shall be
borned by all PARTIES.

IV. MANAGEMENT OF EMPLOYEES

A. The MANAGING-INVESTOR is responsible for the hiring, supervision, and management of

all employees.
 B. Should a disgruntled employee commence any cause of action against the employer, the
MANAGING-INVESTOR shall not be held liable unless such error can be directly attributed to the
MANAGING-INVESTOR’s negligence.

V. BOOKS OF ACCOUNTS AND RECORDS

A. The books of accounts / records / receipts of the business shall be maintained by the
MANAGING-PARTNERS and shall be kept at the place of business.

B. Each party shall have free access to such books of accounts / records / receipts and shall have
the right to inspect such books of accounts / records / receipts within a reasonable time and during office
hours.

C. It is the MANAGING-PARTNER’s obligation to provide monthly / quarterly / annual reports

to all INVESTORS, as the PARTIES may agree upon.

VI. MEETINGS

A. The MANAGING-PARTNER or any of the INVESTORS may call for a meeting, provided
that notice must be give to all PARTIES three (3) days before the scheduled date.

B. All parties shall call for a meeting on the first Tuesday of every month. Should the date fall on
a holiday, the meeting shall be held the next following day, unless the PARTIES agree otherwise.

VII. WITHDRAWAL AND SALE OF IVESTMENT BY PARTIES

A. It shall be prohibited to withdraw any investment made by all PARTIES within THREE (3)
years from the operation of the business.

B. It shall be prohibited for the parties to sell his/her share to any person not a party to this
AGREEMENT, unless all PARTIES agree thereto.

C. In case a party wishes to buy-out the shares of another, the computation of the share price shall
be made in the following manner:

a. If the buy-out occurs after three (3) years but not less than ten (1) years, the price of
each share shall be computed in the following manner:

NET ANNUAL INCOME multiplied by THE PERCENTAGE IN SHARE OF EACH

OF EACH BRANCH multiplied by three (3) years.

b. If the buy-out occurs after ten (10) years, the price of each share shall be computed
in the following manner:

NET ANNUAL INCOME multiplied by the PERCENTAGE IN SHARE OF EACH

BRANCH multiplied by ten (10) yers.
 D. The Net Annual Income shall be determined by the MANAGING-INVESTORS based on their
internal books.

E. In case of death of one of the PARTIES, the obligations and rights arising from this contract
shall be assigned and transferred to its legal heirs.

VIII. TERMINATION OF THE AGREEMENT

A. This AGREEMENT shall take effect as soon as all PARTIES have affixed their signatures
hereinto.

B. The termination of this AGREEMENT shall be based on the existence of the business. So long
as the business subsists, this AGREEMENT shall govern the relationship of the PARTIES.

C. The buy-out of all the shares from the MANAGING-INVESTOR and INVESTORS or vice-
versa shall terminate this AGREEMENT.

IX. SEPARABILITY CLAUSE

If any part of this AGREEMENT shall for any reason be declared invalid and unenforceable, the
remaining not affected therein shall remain in full force and effect as if the PARTIES would not have
executed this AGREEMENT had they known the invalidity or uneforceability thereof.

X. SETTLEMENT OF DISPUTES

A. If any dispute or difference of any kind whatsoever shall arise between or amongst the
PARTIES in connection with or arising out of this AGREEMENT, the PARTIES shall make every effort
to resolve amicably such dispute or difference by mutual consultation.

B. If after thirty (30) days, the PARTIES have failed to resolve their dispute or differences by
mutual consultation, then either the MANAGING-INVESTOR, or the INVESTORS may give notice to
the other party for its intention to commence arbitration, as hereinafter provided, as to the matter in
dispute, and no arbitration in respect of this matter may be commenced unless such notice is given.

C. Notwithstanding any reference to arbitration herein, the PARTIES shall continue to perform
their respective obligations under this AGREEMENT, unless they otherwise agree.

D. In any case that an action in court should arise, it shall be filed in the courts where the business
has registered its operations, at the exclusion of all other couts.

IN WITNESS whereof, the parties hereto have caused this MOA to be executed in accordance
with the laws of the Republic of the Philippines on the day and year indicated above.