1

MEMORANDUM OF AGREEMENT
KNOW ALL MEN BY THESE PRESENTS: This Agreement made and entered into this ____day of ______________________ by and between the parties:

SELLERS:
MEL VON DELA CRUZ TRINIDAD, of legal age, single, Filipino, and resident of 475 Damaso St, San Jose Baliuag, Bulacan, Philippines; MAGET TRINIDAD FRANCISCO, of legal age, married, and a resident of Aldama St., Baliuag, Bulacan, Philippines; MARI LEN DELA CRUZ TRINIDAD, of legal age, single, and a resident of Aldama Street, Baliuag, Bulacan, Philippines; and MONOVER DELA CRUZ TRINIDAD, of legal age, single, and a resident of 322 P. Damaso Street, VDF Baliuag, Bulacan, Philippines;

SELLERS AGENT:
CARMELITA S. ALBANO, of legal age, married, and a resident of Talbak, Drt, Bulacan, Philippines;

BUYER:
POPULAR FFEDMILL CORP., a business corporation duly organized and existing by virtue of the laws of the Republic of the Philippine with principal office located at 80 B. Aranas Street, San Nicholas, Cebu City, represented in this act by Mr. Thomas A. Limchua;

WITNESSETH, that:
WHEREAS, the SELLERS are children and compulsory heirs of the late Spouses ALBERTO DELA CRUZ TRINIDAD and AMELIA DELA CRUZ TRINIDAD, both residents of Damaso Street, Barangay San Jose, Municipality of Baliuag, Province of Bulacan, Philippines, whom both died intestate on January 23, 2007 and February 11, 2003, respectively, leaving one parcel of land situated in the Municipality of San Rafael, Province of Bulacan, Philippines, such parcel of land more particularly described as follows: TRANSFER CERTIFICATE OF TITLE No. RT-40086 (T-179995) A parcel of land (Lot 3402 of the subdivision plan Psd-52045. Sheet 5, being a portion of Lot 2 described on plan Psu-1211b-Amd., L.R.C. Record No. 7605), situated in the Barangay of Capihan, Municipality of San Rafael, Province of Bulacan; and containing an area of Twenty One Thousand Six Hundred Fifty Eight (21,658) square meters, more or less. WHEREAS, the afore-mentioned SELLERS are all children and compulsory heirs of the afore-mentioned deceased spouses;
_______________________________________ Memorandum of Agreement Trinidad & Popular Page 1 of 5

WHEREAS, the SELLERS offered the sale of the afore-mentioned parcel of land to the BUYER and the latter consented the same.
NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereby agree as follows: 1. CONTRACT PRICE

a. The contract price for the sale of the afore-mentioned parcel of land duly owned by
the SELLERS by virtue of their hereditary rights shall be at One Hundred Eighty Pesos (Php 180.00) per square meters or at an aggregate amount of Three Million Eight Hundred Ninety Eight Thousand Four Hundred Forty Pesos (Php 3,898,440.00), all of Philippine Currency.

b. All unpaid realty taxes attributable to the afore-mentioned parcel of land for the year
2012 and that prior to the execution of this agreement that may be due to the Municipal Treasure of San Rafael shall be for the account of the SELLERS;

c. Likewise, all taxes attributable to the settlements of the estates of the late Spouses Spouses ALBERTO DELA CRUZ TRINIDAD and AMELIA DELA CRUZ TRINIDAD such as but not limited to Estates Taxes (as being imposed by the Bureau of Internal Revenue), Transfer Taxes (as may be required by the Municipal Assessor of San Rafael), and Registration fees (as being collected by the Register of Deeds) shall be for the sole account of the SELLERS;
d. For the taxes due and collectible in connection with the purchase of the aforementioned parcel of land from the SELLERS to the BUYER, the following provisions shall govern, to wit: d-1. Taxes due to the Bureau of Internal Revenue such as the Capital Gain and Documentary Stamp Taxes shall be shared equally by both SELLERS and BUYER; d-2. Transfer taxes and registration fee in connection with the purchase shall be for the sole account of the BUYER; d-3. Attorneys fee for drafting and notarization of the memorandum of agreement and extrajudicial settlement of the estate of the above-mentioned deceased spouses including the amount of per diem and expenses in traveling to Bulacan and monitoring of progress of the transactions shall be shared equally by both SELLERS and BUYER. The attorneys fees to be shared including the expenses are the following:

D raftin an Notarial Fee g d Mon itorin of Tran g sactions Per D iem- trav to Bu el lacan for 2 d s ay Estim ated p e fare lan Tran ortation Ex enses sp p H otel Accom odation Term al F in ees TOTAL

- Ph p -

Ph p

2 0 .0 0,0 0 0 5 0 .0 ,0 0 0 1 0 .0 0,0 0 0 6 0 .0 ,0 0 0 1 0 .0 ,6 0 0 4 0 .0 ,0 0 0 40 0 0 .0 4 0 .0 7,0 0 0

2. TERMS PAYMENT AND OTHER CONSIDERATIONS

The above contract price shall be payable as follows:

_______________________________________ Memorandum of Agreement Trinidad & Popular Page 2 of 5

3
a. DOWNPAYMENT FOR PAYMENT OF TAXES The BUYER hereby undertakes to advance the amount for the payment of taxes due to the Bureau of Internal Revenue, Municipality of San Rafael, and that with the Register of Deeds. For this purpose, the SELLERS shall communicate to the BUYER from time to time as to the amount of amount of taxes due to the afore-mentioned government agencies and the latter shall then issue check, particularly in the form of Manager or Cashier checks payable to the agency concerns; b. FULL PAYMENT Upon the release of the Transfer Certificate of Title of the afore-mentioned parcel of land duly registered under the name of the BUYER, the latter shall, with twenty (20) days, requires the SELLERS to make the necessary computation for the remaining balance deducting the same all the amount being advance by the former. The BUYER shall then pay the remaining balance due to the SELLERS. Simultaneously upon full payment of the BUYER, the SELLERS shall immediately turn-over the owners duplicate copy of the Transfer Certificate of Title under the name of the former, together with the machine copy of all the supporting taxes paid to the Bureau of Internal Revenue, Municipality of San Rafael, and that with the Register of Deeds for the Province of Bulacan;

3. WARRANTY a.
The SELLERS hereby warrants that the deceased the late Spouses Spouses ALBERTO DELA CRUZ TRINIDAD and AMELIA DELA CRUZ TRINIDAD left no debts at the time of their death and hereby hold the BUYER free from any liabilities that may arise during the settlement of the estate of the deceased, and on all obligations that may be contracted by the SELLERS before or after the execution of this agreement. Likewise, the SELLERS hereby warrants that they are the only heirs of the above-mentioned deceased and that they shall be personally held liable to the BUYER in the event of lawsuit in connection with this sale and shall reimburse the latter as to any amount of damages or judgment that may be incurred by the BUYER. The SELLERS likewise warrants that the said parcel of land can be transfer in favor of the BUYER, and that the same is not tenanted and is free from all liens and encumbrances and hereby undertake cancel the encumbrances and annotation particularly that on: 1. The Loan Annotation with a certain leasing corporation (name is not legible) in the amount of Php 500,000.00; 2. Affidavit of Adverse claim; 3. Notice of Les Pendens; 4. Affidavit of Loss;

b.

c.

d.

FURTHERMORE, the SELLERS and BUYER warrant that they are the persons whom they represented to and warrants that they all legally capacitated and in entering this agreement and that of the Extrajudicial Settlement of the Estate of the late Spouses Spouses ALBERTO DELA CRUZ TRINIDAD and AMELIA DELA CRUZ TRINIDAD and the Deed of Absolute Sale which will latter be executed by the parties. The SELLERS AGENT hereby undertake to be solidarily liable with the SELLERS for any misrepresentation; and in case of suit and damages as

e.

_______________________________________ Memorandum of Agreement Trinidad & Popular Page 3 of 5

4
mentioned in paragraph 2-b hereof; 4. POWER OF ATTORNEY The SELLERS hereby give their express authority to the SELLERS AGENT to do the following acts and deeds, to wit: a. To process the settlement of the estate of the above-mentioned deceased SPOUSES TRINIDAD, and that with the processing of the transfer of the property in favor to the BUYER; b. To accept and/or received all payments made by the BUYER in favor to the various government agencies pertinent to the settlement of the estates and that of the sale of the subject parcel of land; c. To accept the check in full payment of the parcel of land . For this purpose, the SELLERS hereby give their express authority to have the payee of the check in full payment of the parcel of land under the name of the SELLERS AGENT; d. To do all other acts needed to effectively carry on the foregoing authority. IN WITNESS WHEREOF, the Parties have signed this agreement on the date and place first above written. SELLERS: BUYER: POPULAR FEEDMILL CORP By:

MEL VON DELA CRUZ TRINIDAD

MAGET TRINIDAD FRANCISCO

THOMAS A. LIMCHUA

MONOVER DELA CRUZ TRINIDAD

SELLERS AGENT:

MARI LEN DELA CRUZ TRINIDAD

Signed in the presence of: ___________________________

CARMELITA S. ALBANO

___________________________

ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES) CITY OF CEBU ) S.S Before me, a Notary Public for and in the City of Cebu, Philippines, on the ____ day of _______________ personally appeared above parties exhibiting to me the afore-mentioned competent evidence of identity, 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 own free and voluntary acts and deeds. WITNESS MY HAND AND SEAL on the date and at the place above written. Doc. No. _____ Page No. _____ Book No. _____
_______________________________________ Memorandum of Agreement Trinidad & Popular Page 4 of 5

5
Series of 2012

_______________________________________ Memorandum of Agreement Trinidad & Popular Page 5 of 5