MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement (Agreement) is made and entered into

this 29th day of August 2019 by and between:

TISHA ZOZOBRADO, Filipino, of legal age, single, and a resident of

47 1 Tabura St., Pardo, Cebu City, Philippines, hereinafter referred to
as the “FIRST PARTY”;

- And -

YOLANDA ABELLANA, Filipino, of legal age, single, and a resident of

094 South Gate Subdivision, Bulacao, Talisay, 6045, Cebu,
hereinafter referred to as the “SECOND PARTY’;

- And -

SIDNEY URBANO, Filipino, of legal age, single, and a resident of

Velpal Phase 2, Block 1, Lot 31, Pakigne, Mingalanilla, Cebu,
hereinafter referred to as the “THIRD PARTY”;

- And -

ALMA ARNOCO, Filipino, of legal age, single, and a resident of #1 5th

St. Happy Valley Subdivision, Labangon, Cebu City, Philippines;
hereinafter referred to as the “FOURTH PARTY”;

- And -

KATHERINE LIM, Filipino, of legal age, single, and a resident of 62-C

Alaura St., Cabajar, Guadalupe, Cebu City, Philippines, hereinafter
referred to as the “FIFTH PARTY”;

WITNESSETH; That-

WHEREAS, the parties intend to incorporate and register a corporation

with corporate name Z STAR GREEN SALES AND CONSULTANCY
CORPORATION, herein referred to as the “CORPORATION”, with office address
at 1305 Natalio Bacalso Avenue, Brgy. Kinasang-an, Pardo, Cebu City, Philippines;

MEMORANDUM OF AGREEMENT | Page 1 of 4

 WHEREAS, the CORPORATION is engaged in Public Relations and Sales for
Sunshine PV corporation;

WHEREAS, the FIRST PARTY intends to subscribe SIXTY FIVE AND A HALF
PERCENT (65.5%) of the initial issuance of shares of the CORPORATION;

WHEREAS, the SECOND PARTY intends to subscribe TWENTY PERCENT

(20%) of the initial issuance of shares of the CORPORATION;

WHEREAS, the THIRD PARTY intends to subscribe TWO PERCENT (2%) of

the initial issuance of shares of the CORPORATION;

WHEREAS, the FOURTH PARTY intends to subscribe FIVE PERCENT (5%) of

the initial issuance of shares of the CORPORATION;

WHEREAS, the FIFTH PARTY intends to subscribe to SEVEN AND A HALF

PERCENT (7.5%) of the initial issuance of shares of the CORPORATION;

NOW, THEREFORE, the parties hereto intending to be legally bound in

consideration of the mutual agreements, covenants and promises contained
herein do hereby agree as follows:

1. The FIRST PARTY will become an incorporator of the CORPORATION with a

subscription of SIXTY FIVE AND A HALF PERCENT PERCENT (65.5%) of the initial
issuance of shares in the said corporation;

2. The SECOND PARTY will become an incorporator of the CORPORATION with

a subscription of TWENTY PERCENT (20%) of the initial issuance of shares in the
said corporation;

3. The THIRD PARTY will become an incorporator of the CORPORATION with a

subscription of TWO PERCENT (2%) of the initial issuance of shares in the said
corporation;

4. The FOURTH PARTY will become an incorporator of the CORPORATION with

a subscription of FIVE PERCENT (5%) of the initial issuance of shares in the said
and has paid the amount of ONE HUNDRED THOUSAND PESOS (Php 100,000.00)
Philippine Currency, the receipt of which is acknowledged from the date of
signing this agreement;

5. The FIFTH PARTY will become an incorporator of the CORPORATION with a

subscription of SEVEN AND A HALF PERCENT (7.5%) of the initial issuance of

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shares in the said corporation and has paid the amount of FIVE HUNDRED
THOUSAND PESOS (Php 500,000.00) Philippine Currency, the receipt of which
has been acknowledged from the date of signing this agreement;

6. The subscription for shares of stock in the CORPORATION shall be irrevocable

for a period of six (6) months from the date of signing this Agreement, unless all
of the other subscribers consent to the revocation, or unless the incorporation
of the CORPORATION fails to materialize within the said period;

IN WITNESS WHEREOF, the parties hereto have signed this Agreement on

this 29th day of August 2019.

Tisha Zozobrado Yolanda Abellana

Sidney Urbano Alma Arnoco

Katherine Lim

Signed in the presence of:

Witness Witness

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REPUBLIC OF THE PHILIPPINES)
CITY OF CEBU )S.S.

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in the City of Cebu this 29th day of
August, 2019 personally appeared the following persons:

NAMES Govt. ID No. DATE / PLACE

ISSUED

Tisha Zozobrado Social Security System

ID No. 06-2063171-0
Yolanda Abellana Solo Parent’s ID No.
1410-A
Sidney Urbano Driver’s License ID No.
G06-08-007355
Alma Arnoco Voter’s ID No. 2217-311A-
J2670AMA2002-6
Katherine Lim Driver’s License ID No.
G01-96-198662

known to me the same persons who executed the foregoing instrument and
who acknowledged to me that the same is their free and voluntary act.

This instrument consists of FIVE (5) pages including this page wherein this
acknowledgment is written and signed by the parties and their instrumental
witnesses on each and every page thereof.

WITNESS MY HAND AND SEAL on the date and at the place first above-
written.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2019.

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