JOINT VENTURE/DEVELOPMENT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS: This Joint Venture/Development Agreement is made and executed by and between: ISMAEL MATHAY JR., Filipino, of legal age and married to Sonya Gandionco with residence address at 123 N. Domingo, Cubao Quezon City hereinafter referred to as the LANDOWNER ; - and E. A. YGOA CONSTRUCTION & DEVELOPMENT CORPORATION, INC., a corporation duly organized and existing by virtue of the laws of the Philippines, with principal office address at No. 6 Diamond St. East Fairview Park Subdivision, Fairview Quezon City, represented in this act by its President, ELFLEDA S. YGOA, hereinafter referred to as the DEVELOPER ; RECITALS: A. The LANDOWNER is the absolute and registered owner of a parcel of land located St. Martin De Porres/Cubao, Quezon City, more particularly described as Lot 4-A, Block 6 of Transfer Certificate of Title No. 179033 of the Register of Deeds for Quezon City, containing an area of ONE THOUSAND FIVE HUNDRED AND FIFTEEN (1,515) SQUARE METERS, more or less, hereinafter referred to as the Property ; B. The LANDOWNER desires to develop the Property into a Condominium Project, hereinafter referred to as the PROJECT to be composed of commercial and residential elements in accordance with the Condominium Development Plan to be prepared by the DEVELOPER and approved by the LANDOWNER; C. The DEVELOPER has expressed its desire to invest and participate in the PROJECT by undertaking the development of the Property into a Condominium Project to be composed of commercial and residential elements in accordance with the Condominium Development Plan, more specifically by contributing the necessary expertise and resources for the master planning and development of and performing all development work for the PROJECT in consideration for acquiring ownership over specifically designated developed and saleable units in the Condominium Development Plan which shall be allocated to it, and a prorata undivided interest in the common areas of the PROJECT; D. The LANDOWNER has accepted the DEVELOPER s offer to participate in the PROJECT, and LANDOWNER and DEVELOPER agree to cooperate with one another for the planning and development of the PROJECT in consideration for each of them acquiring ownership over specifically designated developed and saleable units in the Condominium Development Plan which shall be allocated to each of them in proportion to the agreed sharing in the PROJECT, and a prorata undivided interest in the common areas of the PROJECT;

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NOW, THEREFORE, for and in consideration of the foregoing premises, the parties hereby agree and stipulate as follows: ARTICLE I PURPOSE OF THE PROJECT Section 1. The parties agree to pool their resources as specified below into an unincorporated joint venture agreement for the master planning and development of the PROJECT to be composed of commercial and residential elements in accordance with the Condominium Development Plan to be prepared by the DEVELOPER and approved by the LANDOWNER. The Condominium Development Plan shall be prepared by the DEVELOPER prior to the start of the development.

ARTICLE II CONTRIBUTION AND SHARING Section 1. The LANDOWNER shall contribute to the PROJECT the Property described in the first Recital hereof in consideration for acquiring ownership over specifically designated developed and saleable units in the Condominium Development Plan and a pro-rata undivided interest in the common areas of the PROJECT, while the DEVELOPER shall undertake the development of the Property into a Condominium Project to be composed of commercial and residential elements by providing the necessary expertise and resources for the development of the PROJECT, in consideration for acquiring ownership over specifically designated developed and saleable units in the Condominium Development Plan which shall be allocated to it, and a pro-rata undivided interest in the common areas of the PROJECT; Section 2. In consideration of and as a return of the capital contributed by the Parties to the PROJECT, specifically designated and saleable units in the PROJECT shall be allocated in separate legal ownership between the Parties, which sharing ratio is based on the proportion that their contribution bear to the PROJECT, to wit: LANDOWNER DEVELOPER Thirty Percent (30%) Seventy Percent (70%)

Section 3. The Parties agree that the subdivided CCT s resulting from the Condominium Development Plan shall be issued in the names of the Parties to which such units have been allocated in accordance with Article II Section 5 below. This particular provision of this agreement shall be annotated on the back of the title of the PROPERTY. Section 4. The subdivided CCT s covering the open spaces and common areas of the PROJECT shall be jointly placed in the names of the LANDOWNER and DEVELOPER in accordance with the sharing ratio stated in Article II Section 2

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hereof. This particular provision of this agreement shall be annotated on the back of the title of the Property. Section 5. Upon approval of the Condominium Development Plan by the appropriate governmental authorities, the Parties shall allocate the saleable units in accordance with the sharing ratio in the most equitable and practicable manner possible with due consideration to location and projected values of such units. The allocation of saleable units shall be subject to approval by the LANDOWNER prior to finalization by the DEVELOPER. Section 6. As soon as the LANDOWNER and the DEVELOPER have determined and agreed on the allocation of saleable units, the Parties shall execute a master deed indicating therein the agreed allocation among other stipulations (or such other document as may be necessary or required by the Housing and Land Use Regulatory Board (HLURB), Bureau of Internal Revenue, Register of Deeds and Assessor s Office, in addition to this agreement, if any).

ARTICLE III DEVELOPMENT OF THE PROJECT Section 1. The DEVELOPER hereby agrees to undertake the development of the PROPERTY into a Condominium Project to be composed of commercial and residential elements by providing the necessary expertise and resources for the construction and development of the PROJECT and perform the necessary developmental work in accordance with the Condominium Development Plan to be prepared by the DEVELOPER and approved by the LANDOWNER. The DEVELOPER, however shall have the discretion to revise and/or alter the PROJECT s plans as it may deem fit, provided the written consent of the LANDOWNER shall be secured which consent shall not be unreasonably withheld. The Condominium Development Plan including all amendments thereto once approved by the parties shall automatically be considered part and parcel of this Agreement. Section 2. The LANDOWNER and DEVELOPER shall agree on the commencement date of the development activities for the Property provided that the following conditions have been met: a. The LANDOWNER has turned over possession of the Property to the DEVELOPER free and clear of tenants, squatters and other occupants, if any; b. A development permit has been obtained by the DEVELOPER from the proper government agency; c. The correct technical description of the Property as duly approved by the Land Registration Authority and/or Land Management Bureau has been verified by the DEVELOPER by actual ground survey;

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d. The DEVELOPER has confirmed through a due diligence audit and inquiry with the Register of Deeds concerned the good and marketable title of the LANDOWNER to the Property and the genuineness and authenticity of the title covering the Property. Section 3. The DEVELOPER shall complete the development works on the Property within the guaranteed period prescribed in the Condominium Development Plan provided however, that in the event of force majeure of fortuitous events which may cause delays in the completion, this guaranteed period shall be extended by such time that as mutually determined by the LANDOWNER and the DEVELOPER. Section 4. Within the period to be agreed by the LANDOWNER and DEVELOPER, the DEVELOPER shall prepare, make and finalize the Condominium Development Plan for the Property. The development plan shall include among others, the development timetable, subdivision plans and specifications for land development, open spaces, water and electrical power supply, sewage disposal system and other activities necessary for the development. The development shall conform strictly and in good faith to such plans and specifications as approved by the regulatory authorities concerned. Upon approval, the plans and specifications shall form part an integral part of this Agreement and shall be incorporated herein by reference. It is understood that all expenses to be incurred in the foregoing development works shall be for the sole account of the DEVELOPER. Section 5. The DEVELOPER shall promptly secure all the necessary permits, licenses and approvals from the appropriate authoirities as may be required for the purpose of implementing the Condominium Development Plan. The timetables for the procurement of all necessary permits and licenses shall be incorporated by the DEVELOPER as part of the timetable in the Condominium Development Plan for approval of the LANDOWNER. Pursuant thereto, the LANDOWNER shall execute a special power of attorney authorizing the DEVELOPER to secure said license and permits. Section 6. The DEVELOPER, with the concurrence of the LANDOWNER shall be responsible for promulgating the corresponding declaration of covenants and restrictions governing the use of the saleable lots/units derived from the Property. Section 7. The DEVELOPER shall hold the LANDOWNER free and harmless from any damages or liability for any claim or demand by any third person arising from the negligence, bad faith or fraud committed by the DEVELOPER in the performance of its development obligations hereunder. Any defect arising from or in connection with the development of the Property shall be the responsibility of the DEVELOPER. In such event, the DEVELOPER undertakes to rectify such defect at its own cost to the satisfaction of the LANDOWNER and the lot/unit buyers within a reasonable period of time. Section 8. The LANDOWNER hereby grants the DEVELOPER, its assigns, representatives, successors-in-interest, employees, visitors, licensees and buyers including their tenants, visitors and licensees a right-of-way to the Property for the purpose of the development. This grant of right-of-way shall likewise be

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enjoyed by the DEVELOPER s subcontractors for access or for conveyance of heavy equipment or other equipment or vehicles required for the development of the Property or the construction of the DEVELOPER s facilities thereon. This grant of right-of-way shall also include ingress and egress from the Property by any of the public utility companies for all lawful purposes connected with the use and enjoyment of the Property. Section 9. This Agreement shall be annotated on the titles covering the Property at the expense of the DEVELOPER. For this purpose, the LANDOWNER shall deliver the titles to the DEVELOPER for annotation upon signing of this Agreement. Section 10. After the Register of Deeds has released the titles to the lots/units as subdivided under the approved subdivision plan, the titles shall be in joint custody of the LANDOWNER and the DEVELOPER subject to a safe-keeping arrangement acceptable to both parties. Section 11. Upon completion of the development as certified by the PROJECT Manager (or any third party appointed by the Parties), the titles covering the DEVELOPER s share shall be released upon the DEVELOPER s request. Section 12. Upon completion of the development of the PROJECT, all taxes ont he open spaces and common areas as developed shall be shared by the parties in accordance with the Sharing Ratio.

ARTICLE IV EXPENSES FOR DEVELOPMENT WORK Section 1. The DEVELOPER shall make available at its sole expense all necessary heavy equipment, machinery, engineering and labor personnel to carry out the development works in the Property.

Section 2. The DEVELOPER shall purchase at its sole expense all materials and supplies needed for the development of the Property. All expenses necessary or incidental to the development of the Property such as the preparation of the plans and specifications of the development works, permits and licenses, insurances relating to or in connection with the development, shall be for the exclusive account of the DEVELOPER. Section 3. Expenses for the break-up of the titles into individual CCT s in accordance with the approved plan shall be for the account of the LANDOWNER and the DEVELOPER in accordance with the Sharing Ratio.

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ARTICLE V EXPENSES FOR MAINTENANCE AND PROPERTY TAXES Section 1. Upon the start of the development work for the PROJECT, all real property taxes and other assessments due on the Property shall be borne by the LANDOWNER and the DEVELOPER on the basis of the Sharing Ratio. As such, the DEVELOPER shall bill the LANDOWNER its corresponding share of taxes and assessments together with the supporting documents for such taxes and assessments, and the LANDOWNER shall, within seven (7) days from the receipt of such bill, pay the DEVELOPER based on the LANDOWNER s share. Section 2. Once the PROJECT is completed, all expenses for the maintenance and upkeep of the lots/units shall be borne by the LANDOWNER and the DEVELOPER on the basis of the Sharing Ratio.

ARTICLE VI MANAGEMENT, OPERATION AND MAINTENANCE Section 1. Except as otherwise stated in this Agreement, the DEVELOPER has the right to exclusively manage, maintain, develop and operate the PROJECT. It shall formulate and implement policies, strategies and procedures for managing, maintaining, developing and operating the PROJECT, subject to the Deed of Restrictions. Section 2. The DEVELOPER shall ensure that the PROJECT is serviced at all times in accordance with (1) applicable laws and (2) similar projects of the DEVELOPER. Section 3. The DEVELOPER shall procure and maintain whatever insurances are necessary and adequate with a reputable insurance company to cover the development works and any improvements introduced on the Property in compliance with the requirements of the HLURB. Section 4. The DEVELOPER shall submit a quarterly report to the LANDOWNER in connection with project updates and other information relative to or in connection with the development of the PROJECT. The LANDOWNER, however, may upon twenty four (24) hours notice, request the DEVELOPER for an immediate inspection during reasonable business hours of the records, books and accounts relative to the project updates when exigencies require.

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ARTICLE VII WARRANTIES AND OBLIGATIONS OF THE LANDOWNER Section 1. The LANDOWNER represents and warrants that: a.) It has all the requisite power and authority under the law to enter into this Agreement and perform its obligations according to the terms thereof; b.) It is the lawful and beneficial owner of, an has good marketable title to the Property; c.) The title is the genuine, valid and subsisting certificate of title covering the Property; d.) The title to the property is good and valid and free and clear of all security interests, liens, encumbrances, obligations, liabilities or other burdens in favor of third parties; e.) There is no law, ruling or regulation or fact which, upon the execution of this Agreement and delivery of titles to the DEVELOPER, will prevent the issuance of good marketable titles to the saleable lots/units derived from the Property free and clear of all security interests, liens, encumbrances, obligations or other burdens in favour of third parties; f.) Its execution, delivery and performance of this Agreement do not violate, with or without the giving of notices or the passage of time, any provision of law or regulation applicable to it, and do not result in a breach of, or constitute a default under any agreement or instrument to which it is a party; g.) There are no pending or threatened judicial or administrative proceedings involving or in respect of the Property; h.) There are no existing leases or options to purchase, lease or develop the Property that have been granted to third parties. Section 2. Upon execution of this Agreement, the LANDOWNER shall: a.) Deliver to the DEVELOPER the owner s duplicate copy of the titles in order to facilitate the issuance of individual titles covering the saleable lots/units forming part of the Property as developed, and for the purpose of annotation as stated in Article III Section 9 of this Agreement; b.) Deliver to the DEVELOPER the possession of the Property free and clear of tenants, squatters or other occupants or improvements, if any, and give full assistance to the DEVELOPER in establishing effective physical control over the Property and securing the premises thereof against unauthorized persons.

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Section 3. In the event that a suit, proceeding or other legal action is brought questioning the LANDOWNER s title and right to dispose of the Property and to carry out the objects of this Agreement, all expenses of litigation and judgment against the LANDOWNER, if there be any, shall be for the exclusive account of the LANDOWNER, and the LANDOWNER shall indemnify and hold the DEVELOPER free and harmless from any and all claims, damages, expenses and liabilities arising therefrom or relating thereto, in case such suit, the DEVELOPER shall have the right to suspend all development activities and the development period provided herein shall be deemed suspended until such time as the litigation shall have been finally settled. Should any such litigation be decided adversely against the LANDOWNER or result in a judgment affecting the performance of the LANDOWNER s obligation uner this Agreement which would prevent the development of the Property and otherwise frustrate the perfection of the DEVELOPER s rights under this agreement, then the LANDOWNER shall reimburse the DEVELOPER any and all amounts which may heve been spent by the DEVELOPER for the development of the Property or otherwise paid to the LANDOWNER pursuant to this Agreement within ninety (90) days from written demand by the DEVELOPER, provided that the LANDOWNER has been provided with a complete accounting and all supporting documents evidencing the amount spent, and further provided, that any reimbursement made shall be net of all sales of the DEVELOPER s units/lots. ARTICLE VIII WARRANTIES AND OBLIGATIONS OF THE DEVELOPER

Section 1. The DEVELOPER represents and warrants that: a.) It is a corporation duly organized and existing in accordance with Philippine laws and has the legal authority to enter into this Agreement; b.) Its execution, delivery and performance of this Agreement do not violate, with or without the giving of notice or the passage of time, any provision of law or regulation applicable to it, and do not result in a breach of, or constitute a default under any agreement or instrument to which it is a party; c.) This Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms thereof; d.) It has inspected the Property and is aware of the condition of the Property and accepts the Property on an as is where is basis; e.) It has made its own study of the PROJECT and the saleability and marketability of the Property based on the current circumstances and/or conditions;

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f.) It has the technical expertise, financial and other resources required for the effective performance of its contributions and responsibilities herein for the development and construction of the PROJECT; g.) There are no judgments, orders or decrees of any kind or any legal action, suit or investigation or any other legal or administrative proceeding filed before any court or by or before any other government agency or body which may have a material adverse effect on the ability of the DEVELOPER to perform its respective obligation under this Agreement; and h.) No petition has been submitted by the DEVELOPER or any other person to any court or other governmental agency or body of commerce suspension of payments, insolvency, bankruptcy or liquidation proceedings or other proceedings of a similar nature against the DEVELOPER. Section 1. The DEVELOPER shall forever hold the LANDOWNER, its successors and assigns free and harmless from any claim, action or proceeding that maybe instituted y a third party arising from or in connection with the transactions and agreements that may be executed by the DEVELOPER with third party buyers, contractor or subcontractors in relation to the PROJECT. Reasonable costs and expenses incurred by the LANDOWNER in suits, actions or proceedings brought by third party purchasers or unit/lot buyers arising from defects in the development of the Property attributable to the DEVELOPER s own negligence, bad faith or act constituting fraud as adjudged by a competent court or government regulatory office or agency, shall be reimbursed by the DEVELOPER. Any expenses incurred by the LANDOWNER as a result of these claims, actions or proceedings shall be reimbursed by the DEVELOPER to the LANDOWNER within ninety (90) days from written demand by the LANDOWNER, provided that the DEVELOPER shall have been provided wth a complete accounting and all supporting documents evidencing the amount spent.

ARTICLE IX TERMINATION Section 1. The LANDOWNER may by written notice to the DEVELOPER, terminate this Agreement if the following conditions occur and while capable of being cured are continuing for a period of one hundred eighty (180) calendar days from written notice to the DEVELOPER: a.) The DEVELOPER fails to start development of the Property within the period stipulated in Article III Section 2 herein; b.) The DEVELOPER fails to procure the necessary permits and licenses and/or complete the development of the Property within the parameters and time period prescribed in the Condominium Development Plan for the

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development including reasonable extensions allowed by the LANDOWNER due to reasons other than force majeure or fortuitous events; c.) The DEVELOPER ceases or threatens to cease to carry on substantially the whole of its business or becomes insolvent, bankrupt, winds-up, liquidates or dissolves its affairs and the PROJECT has not yet been completed; d.) Any governmental registration, license, authorization, consent or approval, the existence or continuation of which is necessary to make it lawful for the parties to give effect to its obligations as contemplated under this Agreement, is withheld or revoked due to the negligence, bad faith or fraud on the part of the DEVELOPER. Upon termination due to any of the above circumstances, the DEVELOPER automatically designates the LANDOWNER as its true and lawful attorney-in-fact to carry out and execute all necessary agreements with contractors, suppliers and other third parties, including lot/unit buyers, required for the completion of all unfinished development works and the collection of the remaining sales proceeds in the PROJECT under development subject of the default. The LANDOWNER shall also be free to negotiate with other entities to complete any unfinished portions of the PROJECT. The LANDOWNER however shall not be responsible for any liabilities/obligations incurred by the DEVELOPER prior to the date the LANDOWNER takes over the PROJECT which are still the sole responsibility of the DEVELOPER. Moreover, as a consequence of such termination, the DEVELOPER hereby automatically constitutes the LANDOWNER as its attorney-in-fact, with power to reconvey, dispose, negotiate, restructure, collect, foreclose, sign documents and do any all acts which may be necessary to reclaim the DEVELOPER s unearned share of the saleable units/lots and/or unearned sales receivables. In view thereof, within one hundred twenty (120) days from the execution of this Agreement, the DEVELOPER shall execute a Special Power of Attorney granting and giving full authority to the LANDOWNER for all aforesaid acts. This Special Power of Attorney shall be implemented by the LANDOWNER only upon termination of this Agreement in accordance with the circumstances abovementioned. Section 2. The DEVELOPER may by written notice to the LANDOWNER, terminate this Agreement if the following conditions occur and while capable of being cured are continuing for a period of ninety (90) calendar days from written notice to the DEVELOPER: a.) Breach by the LANDOWNER of any of its own warranties and obligations under Article VII, Section 1 above; b.) By reason of any judgment, order or decree of any kind or any legal action, suit or investigation or any other legal or administrative proceeding filed before any court or by or before any governmental

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agency or body involving the title, possession or any adverse interests or claims in the Property, the DEVELOPER is restrained, prevented, inhibited or obstructed in the development of the Property. Upon termination due to any of the above circumstances, the LANDOWNER shall reimburse DEVELOPER, all costs and expenses already incurred by the DEVELOPER pursuant to this Agreement, including unpaid taxes, assessments, bills and expenses from suppliers, contractors, consultants and other third parties outstanding as of the time of such termination, net of all sales of the DEVELOPER s units/lots. Pending full reimbursement by the LAMNDOWNER of such costs and expenses, the DEVELOPER shall have the right to retain title and possession of the Property or any portion thereof sufficient to cover the reimbursable amounts. ARTICLE X MISCELLANEOUS PROVISIONS Section 1. It is mutually understood that any development plan to be prepared pursuant to this Agreement shall conform with the provisions of Presidential Decree Nos. 953 and 957, whichever is applicable or such other applicable legislation or government regulations and any amendments thereto including their implementing rules and regulations. Section 2. The LANDOWNER or any of its authorized representatives shall have the right to inspect the Property at anytime to determine compliance by the DEVELOPER of its development obligations under this Agreement. Section 3. The failure of the parties to demand compliance with any and all of the terms of this Agreement shall not be considered as a waiver or cause the parties to be in estoppel from enforcing any of its rights under this Agreement at any time, unless such waiver i made expressly in writing, signed by the parties concerned and made express addendum to this Agreement. Section 4. Amendments to this Agreement shall be mutually agreed upon in writing. All notices and comments to be communicated by one party to the other relative thereto shall also be in writing delivered either in person or by registered mail, and addressed to the parties at their addresses as specified above until a notice of change of address is given in writing. This Agreement constitutes the entire Agreement of the parties with respect to the subject matter hereof and shall supersede any prior expressions of intent or understanding with respect thereto. No terms, conditions, clauses, stipulations and obligations in this Agreement shall be deemed amended, modified, changed, altered or waived unless such modifications, changes, alterations and waiver appear in writing and signed by the parties. Section 5. Nothing contained herein shall constitute the parties partners or render them liable for more than their respective contributions herein, or entitle them to any participation in the results on profits of the business venture contemplated herein other than a specified in this Agreement.

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Section 6. All disputes, controversies or differences arising out of or in connection with this Agreement shall be amicably settled by mutual consultation within thirty (30) days after written notice thereof has been given by the complaining party. Should the parties fail to agree within the said period, any suit or legal action between the parties shall be brought in the exclusive courts of __________, all other venues being expressly waived. Section 7. This Agreement shall be valid and binding upon the heirs, successors, executors, administrators and assigns of the parties, Provided That, neither party may sell, cede, transfer, assign, mortgage, encumber or in any manner dispose of the Property and its rights and obligations under this Agreement except with the written consent of the other party. Either party, however has the right to assign its interest under this Agreement, provided, the other party shall be notified thereof prior to the actual assignment. Section 8. This Agreement shall be annotated at the back of the CCT s covering the saleable units/lots respectively allocated to each party. Section 9. The DEVELOPER undertakes to furnish the LANDOWNER a copy of its performance bond, if any, which it is required to be submitted in favour of the Housing and Land Use Regulatory Board (HLURB) or any other regulatory agency or agencies. IN WITNESS WHEREOF, the parties hereto have signed this Agreement in ______________, on ______________________.

ISMAEL MATHAY JR.

E. A. YGOA CONSTRUCTION & DEVELOPMENT CORPORATION, INC.

LANDOWNER BY:

DEVELOPER

ELFLEDA S. YGOA President

Signed in the presence of:

_________________

____________________

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ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES ) __________________________) S.S.

BEFORE ME, a Notary Public for and in ___________________ this ____ day of ________, 2012, personally appeared: NAME ISMAEL MATHAY JR. ELFLEDA S. YGOA Identification No. ___________ ___________ DATE/PLACE ISSUED ___________________ ___________________

known to me and to me known to be the same persons who executed the foregoing document and they acknowledged that the same is their free and voluntary act and deed, and those of the entities represented. This Agreement consists of Thirteen (13) pages including the page where this acknowledgment is written, signed by the parties and their instrumental witnesses on each and every page thereof. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at the place and date hereinbefore stated.

Doc. No. _____; Page No. _____; Book No. _____; Series of 2012.

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