NON-DISCLOSURE AGREEMENT

This NON-DISCLOSE AGREEMENT (this “Agreement”) is made on __________, 201__ at Taguig

City, Philippines, by and between:

(1) YONDU, INC., a corporation duly organized and existing under Philippine laws, with principal
office address at Penthouse, Panorama Tower, 34th Street, Bonifacio Global City, Taguig City,
represented herein by its President, MS. JOAN PEÑAFLORIDA, (hereafter referred to as
“RECIPIENT”); and

(2) _____________, a corporation duly organized and existing under Philippine laws, with principal
office address at 12/F VGP Center, 6772 VGP Center Building, Ayala Avenue, Legaspi Village,
Makati City, represented herein by its authorized representative,
____________________________, (hereafter referred to as “PROVIDER”).

The parties hereby agree as follows:

1. Definitions.

In this Agreement, unless the context otherwise provides terms shall have the meaning ascribed to them as
follows:

“Advisers” means professional advisers advising the Recipient or any of its Affiliates in relation to the
Transaction, including, but not limited to, financial advisers, attorneys, accountants, tax advisers,
consultants and the partners, directors, officers and employees of such advisers.

“Affiliate” means in relation to any party to this Agreement: (i) any subsidiary or holding company thereof;
(ii) any subsidiary of such holding company; (iii) any company which any such party or any holding
company or subsidiary of such party controls; and (iv) any person that controls such party (whether alone
or in concert with another person or persons).

“Applicable Law” means, with respect to any person, all international, national and local laws in force in
the Philippines, and the rules, requirements, regulations, licenses, approvals, consents, permits, judgments,
injunctions and writs of any Governmental Authority applicable to such person or its property in respect of
its operations.

“Confidential Information” means confidential, proprietary, non-public information, data, documents, and
materials, whether recorded or oral, directly or indirectly relating to the Transaction and the Providers
(including copies of any documents in relation to any of the Providers or the Transaction and any
information or analysis derived from such information, the existence and terms of this Agreement and the
fact that discussions or negotiations are taking place concerning the Transaction) made available by a
Provider or its Representatives or Advisers to the Recipient or its Representatives or Advisers, whether
before or after this Agreement is entered into, for the purpose of entering into the Transaction but shall not
include information which:

(a) is publicly available or becomes generally available to the public (other than as a result of disclosure
by the Recipient and/or its Representatives or Advisers contrary to their respective obligations of
confidentiality); or

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 (b) becomes available to the Recipient, its Affiliates and/or their Representatives or Advisers from a
source other than a Provider, which source is not, so far as the Recipient is reasonably aware, bound
by any obligation of confidentiality to the other party in relation to such information; or

(c) is already in the Recipient’s, its Affiliates and/or their Representatives’ or Advisers’ possession
prior to their receipt from a Provider.

“Governmental Authority” means any national, provincial, local or other government divisions of the
Republic of the Philippines, or any political subdivision thereof, or any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to the government of the
Republic of the Philippines, and any agency, instrumentality, subdivision, department, branch or successor
of any of the foregoing.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of
the corporate or management policies of a person, whether through the ownership of more than a majority
of the voting securities of such person, by agreement or otherwise.

“Representatives”, shall include the parties’ affiliates and each of the parties’ and its affiliate’s officers,
employees, agents, representatives (as well as any independent third party such as but not limited to advisors
and/or consultants), engaged by the parties and/or its Representative(s) that will have access to or receive
Confidential Information in accordance with the terms of this Agreement .

“Transaction” means any and all arrangement(s) and/or agreement(s) which the Recepient may enter into
with the Provider.

2. Confidential Information.

The Recipient shall:

(a) at all times keep confidential all Confidential Information and not disclose it to anyone other
than (i) its Affiliates, and (ii) Representatives or Advisers of the Recipient or its Affiliates,
in each case to the extent such Affiliates, Representatives or Advisers need to know such
information exclusively for the purposes of evaluating the Transaction and who are informed
by the Recipient of the confidential nature of such Confidential Information and agree to be
bound by the obligations of confidentiality under this Agreement; provided, however, that
the Recipient, its Affiliates and/or their Representatives and Advisers may disclose such
Confidential Information if required by law, pursuant to a subpoena or order issued by a court
of competent jurisdiction or by a governmental or administrative body or pursuant to a
requirement of any applicable regulatory authority; provided, further, that the Recipient shall
notify the Providers of the existence, terms and circumstances surrounding such a request so
that the Providers may seek a protective order or other appropriate remedy and/or waive
compliance with the provisions of this Agreement and refrain from disclosing such
Confidential Information for as long as lawfully possible to enable the Providers to seek such
protective order or other appropriate remedy;

(b) use the Confidential Information only for the purpose of the evaluation of the Transaction
and not use it for any other purpose whatsoever and shall not permit the Confidential
Information to go out of its possession or custody and control (other than as permitted under
Clause 2(a));

(c) protect the Confidential Information with not less than the standard of care with which the
Recipient treats its own confidential information, and in no event less than reasonable care;

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 (d) not solicit or entice any of the directors, partners, officers and employees of the Providers
and/or their Affiliates to leave the employment of the same without the prior written consent
of the relevant Provider;

(e) in the event that it does not continue its interest in the Transaction or if discussions relating
to the Transaction are discontinued for any reason, on written request from the Providers,
return all Confidential Information in its possession to the Providers or undertake that the
Confidential Information in its possession is promptly destroyed or erased, provided,
however, that the Recipient may retain such copies of the Confidential Information as
required by applicable law or the rules and regulations of any governmental or regulatory
authority or internal audit and compliance requirements and, provided further, that it shall
not be required to return, destroy or erase (i) any Confidential Information that is stored as
part of an automatic or electronic back-up system and (ii) any internal notes, analyses,
compilations, studies, interpretations or other documents prepared by the Recipient and/or its
Affiliates, Representatives or Advisors using the Confidential Information, each of (i) and
(ii) shall be subject to the confidentiality obligations provided herein which shall continue to
apply until the retained information ceases to be Confidential Information, as defined herein.

4. Compliance with Data Privacy Act.

The Recipient shall comply with its obligations under Republic Act No. 10173, otherwise known as the
Data Privacy Act of 2012, and all applicable data protection issuances in respect of the Transaction.
The Recipient agrees in respect of any such personal data supplied to it by a Provider that it shall: (a)
only act on instructions from such Provider regarding the processing of such personal data under this
Agreement and shall ensure that appropriate technical and organizational measures shall be taken
against unauthorized or unlawful processing of the personal data and against accidental loss or
destruction of, or damage to, the personal data; and (b) comply with any reasonable request made by
the Provider to ensure compliance with the measures contained in this Section.

5. No Waiver; Amendment.

No failure or delay by any party (whether in behalf of itself or its relevant stockholder(s)) to this
Agreement in exercising any right, power or privilege under this Agreement shall operate as a waiver
thereof, and no variation shall be effective, unless in writing and signed by an authorized representative
of that party on its behalf. This Agreement (including the provisions of any documentation incorporated
herein by reference) embodies the entire understanding and agreement between the parties with respect
to the Confidential Information in relation to the Transaction and supersedes all prior understandings
and agreements relating thereto. The terms of this Agreement, the rights and obligations hereunder and
this written form clause may only be amended or modified by written agreement between all parties to
this Agreement.

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6. Partial Invalidity.

Without prejudice to any other provision hereof, if one or more provisions hereof is or becomes invalid,
illegal or unenforceable in any respect in any jurisdiction or with respect to any party to this Agreement,
or if the parties to this Agreement become aware of any omission hereto of any terms which were
intended to be included in this Agreement, such invalidity, illegality, unenforceability in such
jurisdiction or with respect to such party or parties to this Agreement or such omission shall not, to the
fullest extent permitted by applicable law, render invalid, illegal or unenforceable such provision or
provisions in any other jurisdiction or with respect to any other party or parties to this Agreement. Such
invalid, illegal or unenforceable provision or such omission shall be replaced by the parties to this
Agreement with a provision which comes as close as reasonably possible to the commercial intentions
of the invalid, illegal, unenforceable or omitted provision.

7. Survival.

Subject to (a) claims arising from this Agreement which have already accrued prior to its termination,
and (b) any provision of this Agreement which provides for a longer period of effectivity, this
Agreement shall remain in full force and effect until the earlier of:

1. two (2) years from the date of this Agreement; or

2. the execution of other confidentiality undertakings between the parties to

this Agreement (or their respective Affiliates) and relating to the
Transaction.

8. Consummation of Transaction.

This Agreement is not intended to, and does not, constitute an agreement, or impose any obligation, to
consummate the Transaction, to conduct or continue negotiations with respect to the Transaction, or to
enter into definitive documentation concerning the Transaction. Neither party to this Agreement shall
have any rights or obligations of any kind whatsoever with respect to the Transaction by virtue of this
Agreement or by virtue of any other written or oral expression by the parties to this Agreement’s
respective Affiliates and/or their Representatives or Advisers, unless and until definitive documentation
relating to the Transaction is executed and delivered by all such parties.

9. Remedies.

The Recipient agrees that money damages would not be a sufficient remedy for breach of this
Agreement, and that in addition to all other remedies available at law or in equity, the Provider shall be
entitled to seek equitable relief, including injunction and/or specific performance, without proof of
actual damages.

10. Binding Nature.

This Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns. No party to this Agreement may assign any of its rights or obligations
under this Agreement without the prior written consent of the other parties.

11. Applicable Law; Venue.

This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of
the Philippines (without regard to any conflicts of law provision that would require the application of

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 the law of any other jurisdiction). The courts of competent jurisdiction in Makati City, Philippines
shall have exclusive jurisdiction to settle any dispute in connection with this Agreement. The Recipient
agrees not to argue to the contrary and waive objection to those courts on the grounds of inconvenient
forum or otherwise in relation to proceedings in connection with this Agreement. References in this
clause to a dispute in connection with this Agreement include any dispute as to the existence, validity
or termination of this Agreement.

12. Notices.

Any notice, demand or other communication given or made under this Agreement shall be in writing
in English and delivered or sent to the relevant party hereto at its address or fax number set out below
(or such other address or fax number as the addressee has by five days' prior written notice specified to
the other party hereto). Any notice, demand or other communication given or made by letter between
countries shall be delivered by air mail. Any notice, demand or other communication so addressed to
the relevant party shall be deemed to have been delivered, (a) if delivered in person or by messenger,
when proof of delivery is obtained by the delivering party; (b) if sent by post within the same country,
on the third day following posting, and if sent by post to another country, on the seventh day following
posting; and (c) if given or made by fax, upon dispatch and the receipt of a transmission report
confirming dispatch.

The initial address and facsimile for each party hereto for the purposes of this Agreement are:

Recipient: Yondu, Inc.

Penthouse, Panorama Tower, 34th Street, Bonifacio Global City, Taguig City, Philippines
Attention: Jasmine D. Layugan
Fax:
E-mail: jlayugan@yondu.com

Providers: MetroPac Movers, Inc.

12/F VGP Center, 6772 Ayala Avenue, Legaspi Village, Makati City, Philippines
Attention: Ron Monico M. Gebana
Fax:
E-mail: gebana.ron@metropacmovers.com

13. Counterparts.

This Agreement may be executed in counterparts each of which shall be deemed an original and all of
which together shall constitute one agreement.

14. Obligation to Ensure Compliance.

The Recipient shall be solely responsible for its Affiliates’, Advisers’ and Representatives’ failure to
comply with, and shall ensure its Affiliates’, Advisers’ and Representatives’ compliance with, the
provisions of this Agreement.

15. No Obligation.

The Recipient understands and agrees that (a) no representation is made or warranty given as to the
accuracy or completeness of the Confidential Information provided to the Recipient, its Affiliates,
and/or their Advisers and/or Representatives, (b) the Providers have no obligation to update such
Confidential Information and (c) no liability will arise whatsoever to the Providers or any of their

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 Affiliates, Advisers or Representatives resulting from the Recipient’s use of, or reliance on, the
Confidential Information.

IN WITNESS WHEREOF, this Agreement has been executed by the parties through their duly authorized
representatives as of the date and at the place set forth above.

RECEPIENT: YONDU, INC.

By:

__________________________________
JOAN PEÑAFLORIDA
President

PROVIDER: COMPANY NAME

By:

________________________________________
Name
Position

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