MEMORANDUM OF AGREEMENT

Know by these presents:

This MEMORANDUM OF AGREEMENT , made, executed and entered into by and between:

ORGANICO AGRIBUSINESS VENTURES CORPORATION , a duly-registered corporation under

the laws of the Republic of the Philippines, with Company Registration No. CS201806980, with
principal business address at 3RD FLOOR CROWN 7, POPE JOHN PAUL II AVENUE, CEBU CITY,
whose primary business is to engage in operating hogs, livestocks and farm animal raising
management, hereinafter referred to as THE SELLER;

-and-

MAECAELA JINED C. ENRIQUE , of legal age, single/married, and a resident of PZC4 BLK. 4
LOT 33 ST. MANIQUE LALAIS BRGY. PANTOK, BINANGONAN CITY , hereinafter referred to
as THE BUYER;

-witnesseth that-

WHEREAS , the SELLER is mainly engaged in raising hogs and livestock, farm animal, swine raising
management, and other related activities, including farm to market management for hogs, swine,
livestock and other farm products;

WHEREAS , the SELLER is raising hogs/swine (piglets) which are borne out/generated from sows
and boars which are in farms/facilities maintained by the seller in several different areas in the
country;

WHEREAS , the BUYER is willing to buy piglet/s from seller’s farm/facility and raise them as their
own for a reduced price of only THREE THOUSAND AND SIX HUNDRED PESOS (PHP
3,600.00) , per piglet. The BUYER may buy as many piglets as he/she wishes after complying with
the requirements set by the SELLER;

WHEREAS , instead of giving/turning over the piglet/piglets to the BUYER for the latter to rear,
the SELLER is willing to rear the piglet/piglets for and in behalf of the buyer using a special system
in hog raising, feeding them with special fermented feed mix which are from indigenous materials
and probiotics, provide full vaccination, and all other hog raising services that ensure optimal
disposal after 3 months from turn-over of the piglet/piglets;

WHEREAS , the SELLER, accepts full responsibility to feed, vaccinate, and provide all other care
required and necessary for the optimal growth of the pigs. There will no additional costs to the
BUYER other than the amount paid during the sale. All costs thereafter will pertain to the SELLER;

WHEREAS , after 90 days (3 months) from sale, the BUYER has to choose any of the following
options:

(1) Claim back the pig/s (swine) from the SELLER at Php 3,600.00 (each pig/swine) + 15%
service fee. The amount paid by the BUYER covers the total cost of rearing the animal/s, which
includes but is not limited to feeds, vaccination, labor and utilities;

-OR-

(2) The SELLER offers to retain (buy out) the pig/pigs with at a rate of Php 6,000.00 (each
 pig/swine) which will directly be deposited to the assigned bank account of the BUYER.

Computation follows: (For Actual Computation, see Annex A)

Piglet 2,500.00 Hog Raiser Buy Back 7,000.00

Organic Feeds 2,500.00 less: Principal 3,600.00

Labor &
2,200.00 Profit 3,400.00
Utilities

Total 7,200.00

Principal 3,600.00

WHEREAS , the BUYER has the right to inspect the farm/facility at any time during the 90-day
period (3 months) after giving notice or informing the SELLER of said intention at least 5 days
before said inspection. All expenses/cost related to said inspection shall pertain to the buyer;

WHEREAS the BUYER shall be free only from the following hog/swine risks and loss from the time
of the sale and during the 90-day period/3 months: death, sickness, theft, poor farm/facility
management. However, the SELLER shall not assume risks and loss caused by the following and all
related calamities thereto: (1) acts of God; such as but not limited to the following, earthquake,
ooding, which will affect the facility/farm or the transport of feeds and hogs; (2) force majeure;
(3) similar other natural and man-made calamities and incidents that will greatly affect the hog
raising management. A local/national declaration of state of calamity or emergency is not
necessary. In such cases, the SELLER shall immediately (within 24-hours), in whatever form of
notice (e.g. call, SMS, email) inform the BUYER of said risk/loss;

WHEREAS , payment/s made by the BUYER must be made on the date of the signing of this
Memorandum of Agreement, through a direct deposit to the SELLER’s account; Bank Name: BDO
BANK ; Account Name: ORGANICO AGRIBUSINESS VENTURES CORPORATION; Account Number:
010328003795;

WHEREAS , the SELLER has the unilateral right to refuse any BUYER for any and whatever reason
(e.g. non submission of requirements upon sale, non-payment, etc.) at the time of the sale.
Likewise, it shall have a unilateral right to return any

WHEREAS , the BUYER shall not and will never be able to withdraw/pull-out/take back the
payments he/she had made upon sale and payment. The BUYER’s option shall only be effective and
can only be availed of on the maturity date, which is after 90 days (3 months) from sale;

WHEREAS , in cases of litigation, venue shall EXCLUSIVELY be in the proper court/s in Cebu City
to the exclusion of other courts, and waiving for this purpose any other venue;

This is not an investment contract, neither a contract of partnership between the parties. Their
liabilities shall only be limited up to what is agreed in this Memorandum.

NOW THEREFORE , this Memorandum of Agreement shall be deemed effective upon the signing
of this Memorandum by both parties AND the payment of the selling price, and shall remain so
until the maturity of this contract or upon the revocation of the seller.
SELLER: ORGANICO AGRIBUSINESS VENTURES CORPORATION

BUYER: MAECAELA JINED C. ENRIQUE

ADDRESS: PZC4 BLK. 4 LOT 33 ST. MANIQUE LALAIS BRGY. PANTOK, BINANGONAN CITY

In case of calamities/emergencies on the farm/facility, immediately inform me of said incident

thru:

CELLPHONE/LANDLINE NUMBER:09206263366 EMAIL ADDRESS:

ENRIQUEMAECAELAJINED04@GMAIL.COM

DATE OF SALE: DECEMBER 15, 2018

MATURITY DATE (after 90 days/3 months): MARCH 15, 2019

SELLER BUYER

CERRONE ROIAL POSAS MAECAELA JINED C. ENRIQUE

Signed in the presence of:

_______________________ _______________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF CEBU----------------------)S.S.

BEFORE ME, this DECEMBER 15, 2018 in the City of Cebu, Philippines, personally appeared the
above named af ants who exhibited to me their competent evidence of identi cation and who are
known to me and to me known to be the same persons who executed the foregoing instrument,
and they acknowledged to me that the same is their free act and deed.

This instrument consisting of 3 pages, including the page on which this acknowledgement is
written, has been signed on the left margin on each and every page thereof by the parties thereto
and their witnesses.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day, year and
place above written.

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