MEMORANDUM OF AGREEMENT

BE IT KNOWN TO ALL MEN THAT:

TWILIGHT AGRICULTURAL PRODUCTS CORPORATION, a corporation duly organized

and existing under the laws of the Philippines as represented by its Owner/Chief
Operating Officer, Ms. Arianne Paralisan with its principal address at Skyrise 3 Building,
Talamban Cebu City, hereinafter referred to as the “SELLER”.

-AND-

THE ORIGINALS CROP DEALER, a corporation duly organized and existing under the
laws of the Philippines as represented by its Owner/Chief Operating Officer, Mr. Mario
Magtanggol with its principal address at 70-Governor M. Cuenco Street, Cebu City,
hereinafter referred to as the “BUYER”.

WITNESSETH;

WHEREAS, the SELLER is a wholesale and retail distributor of agricultural products;

WHEREAS, the BUYER is a dealer of crop and agricultural products.

NOW THEREFORE, for and in consideration of the foregoing premises and the terms and
conditions herein set forth, the parties hereby agree and bind as follows:

1. That the Seller shall supply the required agricultural products to the Buyer within
a reasonable time of delivery.

2. The Buyer shall be granted a 20% discount price of all its purchases to the Seller.

3. The Buyer is hereby prohibited to do direct purchase of products wherein the

Seller is granted a distribution agreement of such vendor. A list of suppliers is
hereby attached as Annex A.

4. This Agreement shall commence on July 1, 2018 and it shall expire on June 30,
2021.

5. Either party is given the right to pre-terminate this agreement upon written
notice and approval within sixty (60) days by the other party.

6. In case of any violation of this agreement, the Venue of all actions shall be in
Cebu City.
IN WITNESS WHEREOF the parties hereto have executed this Agreement
as of the date first above written.

Signed in the presence of:

TWILIGHT AGRICULTURAL
PRODUCTS CORPORATION
As represented by its Owner/CEO
Ms. Arianne Paralisan
THE SELLER
UMID I.D No. 06-2277551-3

THE ORIGINALS CROP DEALER

As represented by its Owner/CEO
Mr. Mario Magtanggol
THE BUYER
UMID I.D No. 08-744511-0
ANNEX A

SELLER’S LIST OF SUPPLIERS

1. HARVESTER PHILIPPINES, INC.

2. SAN MIGUEL CORPORATION

3. NESTLE PHILIPPINES

4. PROCTER & GAMBLE PHILIPPINES

5. SM INVESTMENTS CORPORATION

6. SHELL PHILIPPINES
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF CEBU………………….... )S.S

BEFORE ME, this 1st day of July 2018, in the City of Cebu personally appeared the above-
stated parties known to me to be the same persons who executed the foregoing
MEMORANDUM OF AGREEMENT, and they acknowledged to me that the same is their
free act and deed.

This instrument consisting of four (4) pages, including the page on which this
acknowledgment is written, has been signed in the left margin of each and every page
thereof by the parties and their witnesses, and sealed with this notarial seal.

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

NOTARY PUBLIC

Doc. No. 18;

Page No. 22;

Book No. 55;

Series of 2018.