REPUBLIC OF THE PHILIPPINES )

____________________ CITY ) SS.

MEMORANDUM OF AGREEMENT FOR PRIVATE INVESTMENT

This agreement is made and entered into this ___ day of. ______ 2022 (“Effective Date”), by and
between:

++++++++++++++., a corporation duly organized and existing under the laws of

the Philippines with business address at 9006 Ligas II, Molino Blvd., Bacoor,
Cavite, represented by its President / Chief Executive Officer, _______________.,
hereinafter referred to as “COMPANY”;

-and-

________________________, of legal age, Filipino, with residence address at

____________________, hereinafter referred to as “INVESTOR”.

WITHNESSETH:

WHEREAS, COMPANY is the owner and operator of ________________, a business engaged in

food and beverage industry, located at __________________ (hereinafter referred to as the
“RESTAURANT”)

WHEREAS, COMPANY is offering private investment for the RESTAURANT, and INVESTOR is
willing to invest in the RESTAURANT

NOW, THEREFORE, the parties agree as follows:

1.) INVESTMENT IN THE RESTAURANT

a.) Subject to the terms and conditions contained herein, INVESTOR agrees to provide to the
Company the amount of _______________ in Philippine Currency as his/her investment
in the restaurant (“INVESTMENT AMOUNT”). The investment amount is provided
without restrictions on use. It is the parties’ intention that the COMPANY will solely and
exclusively use the investment for the operation of the restaurant.

2.) PAYMENT OF INVESTMENT AMOUNT

a.) Within three (3) business days upon signing of this agreement, investor shall pay the
investment amount either in the form of cash or check. Check payments should be made
payable to PANGKAT PRIMERA INC> Payments should be deposited to the designated
bank account of the company upon signing of this agreement.

3.) NO VOTING RIGHTS, MANAGEMENT RIGHTS, AND TRADE SECRET

INFORMATION

a.) Investor agrees to invest in the restaurant but without any voting rights, management right
and prerogatives, as well as trade secret, suppliers, and distributors’ information.
b.) By management prerogatives, it refers to the company or management’s unqualified –
authority to exercise its discretion in the operation of the business and other certain areas
without discussions with or the agreement of any third party. Also called management
rights, they are not subject to negotiations and are expressly stated herein for clarity. They
include the rights to;

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 i) Assign and direct workforce
ii) Determine the method to discipline employees for just cause
iii) Increase and reduce the workforce according to the demand for firm’s outputs and
availability of money
iv) Decide what products are offered for the sale, at what price, and by which method,
and other analogous activities or exercises

4.) DIVIDEND PAYMENT

a.) INVESTOR shall be entitled to a dividend payment on his/her investment equal to FIVE
(5) percent of the Restaurant’s Net Profit (Dividend Pay-out), on an annual profit sharing
of the same percentage. COMPANY shall pay the INVESTOR the dividend payment
within (30) days from the official declaration thereof in the form of check.

5.) LOCKED – IN PERIOD

a.) The investment amount is locked – in for a term period of three (3) years from the
effective date of this agreement. If investor withdraws the investment amount before the
end of the three (3) year period, all accrued earnings on the investment shall be forfeited
and the investment amount shall be valued based on the current financial standing of the
restaurant; provided that investor has not violated any provisions of this agreement;
otherwise, Article 6(b) and/or Article 7, as the case may be shall govern the investors
investment amount. Investor shall give notice to the company thirty (30) days before
his/her intended withdrawal.

6.) TERMINATION AMOUNT

a.) Termination of contract of investment for a valid cause at any time will be based upon
voting majority of the company’s stockholders and shall be made thirty (30) days prior to
said period. Company will pay investor his/her investment and all accrued earnings on the
investment shall be forfeited and shall be valued based on the current financial standing
of the project; provided that investor has not violated any provisions of this agreement;
otherwise, Article 6(b) and/or Article 7, as the case may be shall govern the investor’s
investment amount.
b.) In instances wherein the termination of contract of investment was due to criminal felony
or offense committed by investor against the company, the initial investment amount and
all accrued earnings shall be forfeited in favor of the company without prejudice to the
filing of appropriate court action against the defaulting investor.

7.) LIQUIDATED DAMAGES

a.) Investor shall be liable to pay the company liquidated damages in the amount of Php
100,000 in case the termination of the contract of investment was due to his/her
substantial violation of any provision of this agreement.

8.) INVESTOR REPRESENTATIONS AND WARRANTIES

a.) Investor’s overall commitment to investing in the company is not disproportionate to

his/her individual net worth, and that his/her investment in the company will not cause
such overall commitment to become excessive. Investor can bear and willing to accept the
economic risks of losing his/her entire investment in the restaurant.
b.) Investor further recognizes that he/she has carefully considered the restaurant’s prospects
in light of the risks, uncertainties, expenses and difficulties frequently encountered by

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 companies, and therefore, investor acknowledges that the restaurant may not generate
revenue for three (3) years, if ever.
c.) Investor has the opportunity to ask questions of, and receive answers from the company
and the officers and directors of the company concerning the restaurant. Investor will be
provided with all materials and information requested by the investor or his/her
representatives to allow investor to make an informed decision on this investment
offering.
d.) Investor merely limits itself to investing capital to the restaurant.

9.) COMPANY REPRESENTATIONS AND WARRANTIES

a.) The company shall prepare and deliver to investor;

i.) As soon as available after the end of each financial year, audited financial
statements of the company, including its consolidated balance sheet at the end of
such financial year, and consolidated statements of income, retained earnings and
changes in cash flow of the restaurant such year, setting forth in each case in
comparative form the corresponding figures for the previous financial year, all
prepared in accordance with generally accepted accounting principles;
ii.) As soon as available after the end of each quarter, a report prepared by the
management of the company regarding such quarter’s financial results and
operations;
iii.) Such other financial and business information as investor may reasonably request
from the company from time to time.

10.)RIGHT OF FIRST REFUSAL

a.) In the event that the company will venture into another restaurant or open other branches,
the investor shall have the right of first refusal to infuse the equivalent percentage of
equity he/she previously held.

11.)PROHIBITIONS

a.) Within the locked-in period investor must not any way give prejudice to the company or
its stockholders;
b.) During the term of this agreement, investor shall not sub-sell his/her investment to any
third person under his/her name, without the company board of directors’ approval.
c.) Investor shall not solicit investment from any third person, nor represent himself/herself
as company’s authorized representative without obtaining a company board resolution to
that effect.

12.)NON-DISCLOSURE

a) Investor agrees for a period of ten(10) years from the effective date of this agreement
to; (1) hold all the confidential information of company in strict confidence, (2) not to
make use of any confidential information of company in any manner other that for
purposes of evaluating a potential investment in the company, including, but not
limited to, not using any confidential information to design, develop, produce
products or services, or operate a competing establishment, and (3) not to copy the
confidential information of company, in each instance without the prior written
consent of the company. As used in this agreement, confidential information means
and includes all information, whether verbal or written, disclosed by the company to
the investor and relating to the company’s business plans, strategies, financial
information, research and development and marketing including without limitation,
trade secrets, software, product design information, client, customer, vendor and

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 potential investor lists, prices, and pricing policies not otherwise published, research
and development materials, prototypes, business plans, new products and services
under development and marketing, business and internet/social media strategies,.
Confidential information does not include information which is; (a) known by
investor at the time of receipt from company, (b) approved in writing for release from
this provision by company, (c) now or which hereafter becomes part of the public
domain through no fault, action, or omission of investor, (d) independently developed
by investor without reference or use of confidential information and/or (e) acquired
by investor from a third party without restriction on use or disclosure and without
breach by third party of an obligation of confidentiality.

13.)TERM OF THE AGREEMENT

a) This agreement shall exist perpetually between company and investor. Parties are not
precluded from terminating this agreement upon mutual consultation and consent.
The requesting party shall communicate his/her intention to terminate this agreement
by a written notice to the other party thirty (3) days prior to the intended date of
cessation.

14.)APPLICABILITY

a) This contract shall be obligatory upon the heirs, successors, administrators, and
assigns of the respective parties.

IN WITNESS WHEREOF, the parties herein have hereunto signed these presents by their
respective authorized signatories on the date and place first above-written.

_______________________ _____________________________
BY: INVESTOR
________________
President/ CEO

Signed in the presence of:

________________________________ __________________________________

ACKNOWLEDGMENT

Republic of the Philippines )

(______________ ) S.S.

Before me, a notary public and in the above jurisdiction personally appeared together with their
government identification:

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 NAME ID NUMBER DATE ISSUED PLACE ISSUED

made known to me to be the same person(s) who executed the foregoing instrument and
acknowledged to me that the same is his free and voluntary act and deed and of the principal he
represents. This document refers to the MEMORANDUM OF AGREEMENT FOR PRIVATE
INVESTMENT executed by and between the parties herein, of six (6) pages signed by the above-
named.

WITNESS MY HAND AND SEAL this ________ day of _________ 2022 in ________________.

NOTARY PUBLIC

Doc. No. _____________:

Page No. _____________:
Book No. _____________;
Series of 2022: