DEED OF Al TE SALE OF SHARES This Deeb (“Agreement”) is entered into this 01 February 2012, by and between: ROCKY MOUNTAIN CAFE, INC,, a corporation duly organized and existing under the laws of the Philippines, with principal office at Suite 306, Prestige Tower, Emerald Avenue, Ortigas Center, Pasig City, Philippines (hereinafter referred to as the “SELLER” or “RMC”); -and- EUGENE BILAW, married, of legal age, Filipino, with residential address at #2: Umali Street, Barangay Ligid, Tipas, Taguig City, Philippines (hereinafter referred to as the “BUYER”); RECITALS: (A)__ The Seller is the legal and beneficial owner of Fifty (50) common shares ("Shares") with a par value of One Thousand Pesos (PHP 1,000.00) in Rocky Mountain Arabica Coffee Company, Inc. (RMACC) a corporation duly organized ancl existing under the laws of the Philippines, with principal office at Suite 306, Prestige Tower, Emerald Avenue, Ortigas Center, Pasig City, Philippines. (B) The Seller has agreed to sell, transfer and convey to the Buyer, and the Buyer has agreed to buy from the Seller, the Shares by way of this instrument; NOW THEREFORE, for and in consideration of the sum of Twelve Thousand Five Hundred Pesos (Php12,500.00), the receipt and sufficiency of which are hereby acknowledged by the Seller, the Seller hereby sells, transfers and conveys to the Buyer full ownership andl title to the Shares free from all liens and encumbrances, Any and all expenses incidental to the conveyance and registration of the transfer from the name of the Seller to the name of the Buyer, such as documentary stamp tax, transfer fees, registration expenses and the like shall be the sole and exclusive account of the Buyer, except for the capital gains tax, if any, which shall be for the sole account of the Seller. IN WITNESS WHEREOF, the parties have hereunto signed this Deed of Absolute Sale of Shares on. the date and place first above written, For: ROCKY MOUNTAIN CAFE, INC. PIERRE YYES COTESigned in the presence of ACKNOWLEDGEMENT Republic ofthe Philippines.) City of Metro Manila ) SS. ‘QUEZON CITT BEFORE MENa Notary Public for and in the City UEZON CITY siotro Manila, personally appeared: Name Government ID No, Date/Place of Issuance Pierre Yves Cote Passport No. BASSI886 oys/20 Eugene Bilaw Driver's License NOI-O1-258447 February 17, 2009 known to me tobe the same persons who executed the foregoing Deed of Absolute Sale of Shares, consisting of two (2) pages, including this page, and they acknowledged to me that the foregoing is thei fee and voluntary act and deed of the corporation represented FEB 0 3 2012 IN WITNESS WHEREOF, | have hereunto set may hand and affixed my notarial seal this ___ day of NOTARY PUBLIC Doc. No. FB, Page No. 24, A Wada Book No. 20 f 4 Qabiey Oe Series of 2012. fret TOMAS F._DULA\ Notary Publie Until December 31, 2014 Roll No. 165830 / 03-13-61 Tip pf 6232598/ey 2012 -QC, Pei "1383 / 01-02-12 = QC, TiN 2 924 rei. OC, MCLE EXEMY ED