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Between: LINK Business Broking Phil. Inc., a Philippine corporation duly registered with the
Securities & Exchange Commission, doing business as LINK (“Agent”)

And: ________________________________________________(“Owner”) (legal entity, business assets Owner)

Business/Trade Name/DBA:
Business Address:
Confidential Postal Address:
Confidential Email Address:
Authorized Person(s): Position:
Contact Numbers: Ofc: Mob1: Mob2:

IT IS AGREED BETWEEN THE PARTIES THAT:

APPOINTMENT AND AUTHORITY

1.1 EXCLUSIVE AGENCY

1.1.1 In consideration of Agent listing for sale and using its best endeavors to sell the assets of the Business as
described, Owner hereby appoints Agent as sole agent (with exclusive selling rights) for the sale of the Business. This exclusive
agency shall commence immediately on signing and shall continue until cancelled only by notice in writing from Owner to
Agent. This notice shall not be given earlier than three hundred sixty-five (365) days after the date of this Agreement.
Furthermore, this notice shall not be effective earlier than midnight of the sixtieth (60th ) day after the notice ("Expiry Date")
is given. If Owner enters into a contract to sell or exchange the Business, or its assets, or part of it, or any ownership in terest
in the entity that owns it, or upon any Disposition of the business either; (a) During the period of this agency or (b) After this
agency has expired, to a buyer who has been introduced to or has approached the business during the period of this agency
(whether such introduction or approach is made by or through Agent or by any other person or through any other means),
and all conditions in that contract are satisfied, waived, or removed; or that contract becomes binding or is effected on the
parties, a success fee (commission) then becomes due and payable. Owner agrees to pay Agent the success fee as detailed
herein and calculated in accordance with clause 2.

1.1.2 As used in the Agreement, “Disposition” of the Business includes the sale, merger, joint venture, partnership,
lease, trade, Employee Stock Ownership Plan (ESOP), exchange or transfer of all or any part of or interest in the Business
except for assets sold in the ordinary course of business. This definition includes, without limitations, the transfer or sal e of
some or all the shares of stock of a corporation. If the sale is of an ownership interest (e.g. corporate stock or partnership
shares), “Owner” means Owner of that interest. This definition includes, without limitation; the retention as an employee or
consultant of any person or entity referred to the business by Agent and/or the sale of all or any part or interest in Owner’s
Real Property associated with the business.

1.1.3 For purpose of this Agreement, the “Total Sale Price” is defined as the total consideration paid, directly or
indirectly, for the Business, its assets or Real Property including but not limited to cash; cash equivalents; loan notes made to
Owners or successor beneficiaries; liabilities assumed by buyers; the value of earn outs at existing revenues, royalties or any
other contingent payments; and stock or other securities received in exchange for Owner’s stock or assets.

1.2 Owner acknowledges a) Agent has advised Owner on cancellation procedures and the rights of general Agents
to continue marketing the business for the number of days (if any) detailed in their agency agreement after notice of
cancellation. b) If Owner enters into or has already entered into other agency agreements, the Owner could be liable to pay
full commission to more than one Agent in the event that a transaction is concluded. c) Agent is entitled to receive a deposit
on Owner’s behalf. Deposit shall be whichever is greater of the following: 1) minimum of five hundred thousand pesos
(₱500,000.00) OR 2) ten to twenty percent (10-20%) of agreed Total Sale Price, depending on such Total Sale Price, paid by
Buyer into Escrow (or an escrow equivalent). Deposit is refundable to Buyer should due diligence and other conditions not
be satisfied. The Agent is not authorized to sign a contract for sale of the business.

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 1.3 Owner agrees to a Marketing Package ________ to enable the Business to be promoted by Agent and to pay a
Marketing Fee of ₱________.00 + VAT, (non-refundable, payable to ‘LINK Business Broking Phil. Inc.’) upon signing of this
Agreement in order for the business to be published on LINK website or other websites, for preparation and cost of a standard
Information Memorandum or Business Summary and other marketing collaterals, their distribution to LINK brokers, overseas
marketing if appropriate, email broadcast to database of registered buyers, and direct marketing.

1.4 If Owner is a corporation or partnership or another entity, then Owner warrants that the authorized person
herein is fully authorized by Owner to act on behalf of Owner. All references to Owner represented by the authorized person
shall also mean that the authorized person agrees they are liable for payment of the success fee and for any indemnity by
Owner under this Agreement. If for any reason Owner fails to pay, the authorized person is liable.

1.5 In relation to the deposit, The Client agrees:

1.5.1 An Escrow or escrow equivalent will be used for payment. Deposit funds will be paid directly to an Escrow, cost
to and opened by a buyer, as the independent custodian who will hold and disburse the monies payable under this Agreement
on behalf of Owners and buyers.
1.5.2 The client will be bound by the Terms of Use of the Escrow.
1.5.3 The client agrees that Agent will be entitled to be paid its success fee (commission) directly from the deposit
held by the Escrow as soon as such success fee becomes payable as per clause 1.1.1. If a deposit is not received by Agent or
is not sufficient to pay the success fee, Owner shall pay Agent its success fee or the difference forthwith on invoice as soon
as such success fee becomes payable as per clause 1.1.1.

2 COMMISSION AND OTHER EXPENSES PAYABLE

2.1 Success Fee: If through a sale of the Business a success fee becomes payable in accordance with clause 1.1, Owner agrees
to pay Agent whichever is greater of the following: a) ten percent (10%) plus VAT of the Total Sale Price as shown on the
Purchase Agreement for Business Assets (or similar agreement), and is not subject to any adjustments, b) ₱300,000 plus VAT
or c) six percent (6%) plus VAT of the Asking Price (or listed price) as per Clause 2.3, and is not subject to any adjustment s.

2.2 A sale of any percentage of company shares or other ownership interest in an entity that owns the Business is
deemed to be a sale of the Business for the purposes of this Agreement. In the case of a sale of company shares or other
interest taking place, the fee payable will be whichever is greater of the following: a) ten percent (10%) plus VAT of the Total
Sale Price as shown on the Purchase Agreement for Corporate Shares of Stock (or similar agreement) and pro-rata in the
event of a partial sale of shares, and is not subject to any adjustments, b) ₱300,000 plus VAT or c) six percent (6%) plus VAT
of the Asking Price (or listed price) as per Clause 2.3, and pro-rata in the event of a partial sale of shares and is not subject to
any adjustments.

2.3 Based on the instructions of Owner, the Business will be advertised at an Asking Price of ₱__________________.
Owner acknowledges that Owner has been advised how the Business will be marketed and advertised.

2.4 If Owner defaults on any payment due under this Agreement, all debt collection costs including legal fees will be
payable by Owner.

2.5 Owner will accept a payment term of ₱ _______________ from Buyer, payable at equal monthly payments for
_____ months including ____ % interest per annum.

3 INFORMATION

3.1 Owner shall endeavour to provide Agent within fifteen (15) working days from the signing of this Agreement
with all material information relevant to the Business such as a) a complete list of all equipment and other personal property
to be sold; b) last three years of financial statements; c) tax returns for last three years; d) real and personal property leases;
e) copies of all patents, licenses, and contracts or agreements of whatever form which will be transferred or assigned; f) all
agreements relating to employees and their benefits; and g) copies of all other documents needed to present a fair, accurate
and true picture of the business to prospective buyers and also any new information or relevant changes to information
already provided, and certifies that the information to be provided to Agent for inclusion in the Information Memorandum
or similar document will be correct in all respects, not misleading by omission and that except as detailed below, the Business
is not subject to any; defects; hazards; or requisitions or notices from any governing body or other territorial local authority,
other than those disclosed to Agent.

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 3.2 Owner agrees to the listing information, photographs and of the sale of the Business being used for marketing
purposes. Owner consents to Agent publishing, advertising or distributing information from these documents or papers to
prospective purchasers and to cooperating Agents, and to contact landlords and any others regarding any of the
information provided by Owner.
3.3 Owner consents to Agent informing any buyer or potential buyer of the Business’ actual defects, hazards,
requisitions or notices from any government or provincial authority, that Agent becomes aware of at any time prior to the
Expiry Date, whether disclosed by Owner to Agent or at Agent’s findings.
3.4 If at any time during the course of this agency, in breach of Clause 3.3, Owner directs that Agent not to disclose
any defect, Agent may terminate this agreement without prejudice to any other rights, powers, authorities or remedies which
Agent may have including the right to a success fee if Agent was prejudiced thereby, or if Agent has presented a written offer
from a Buyer, regardless if such offer is accepted by Owner or not.
3.5 Owner agrees to the information provided to Agent and the details of any agreement for the sale and purchase
of the Business being passed to any persons for marketing purposes and statistics compiled and distributed by or on behalf
of the Company.
3.6 Owner (if more than one, jointly and severally) indemnifies, protects, defends and hold harmless Agent and its
employees, Agents or contractors against losses, damages, claims or other liability arising from the proper use of that
information provided to Agent should it be incorrect or misleading by omission.

4 NOTICES

4.1 Any notices and supply of any information by Owner to Agent under this agreement may be given by hand, mail,
fax or by email to the numbers set out in this Agreement. If there is more than one set of contact details for Owner, then this
agreement and any notices may be sent to any of them and notice to any person or entity that is listed as Owner shall be
notice to all of them. Notices to Owner may also be sent to any lawyer/law firm noted in this agreement or LINK’s Listing
Form.

4.2 This Agreement and notices under it, and supply of any information by Owner to Agent, shall be deemed to be
delivered; when handed over in person, by mail or if sent by fax, when transmitted from the s ender’s machine, or if sent by
email, in accordance with the default rules in the Electronic Commerce Act of 2000 of the Republic of the Philippines.

5 OWNER ACKNOWLEDGEMENTS

Owner acknowledges that:

5.1 No lawsuit or other legal proceeding involving any breach of duty, error or omission relating to the services to
be performed by Agent pursuant to this Agreement may be brought against Agent more than one year after the expiration
of the Term of this Agreement and that the liability (including court costs and attorney's fees) of Agent with respect to any
such lawsuit and/or legal proceeding shall not exceed any fee received by Agent pursuant to this Agreement; provided,
however, that the foregoing limitation on liability shall not be applicable to any gross negligence or willful misconduct of
Agent.
5.2 Agent makes no representation as to the creditworthiness of any buyer, and that the decision to extend credit
to a buyer is solely the decision of Owner. Agent will not verify any representations made by buyer as to buyer’s
creditworthiness, business experience or financial condition. Agent shall not furnish credit reports on any buyer. Owner
agrees to look only to buyer for relief and to hold Agent harmless in connection with any damage to Owner .
5.3 Owner shall not make any approach regarding this Agreement to any person or entity introduced to the business
by Agent, even if such person or entity is known to Owner prior to the introduction, without prior arrangement with Agent.
5.4 Legal, Technical, Accounting, Tax and Other Advice: Owner has a reasonable opportunity to seek legal, technical,
accounting, tax and other advice or information and that Owner has either obtained that advice or information or has decided
not to do so of Owner’s own accord;
5.5 Owner confirms that Owner has read, understood and agreed to the terms of this Agreement. Where this
Agreement is being signed on behalf of Owner by an authorized person, Owner and the signatory confirm that the signatory
has the appropriate authority to sign this Agreement and to perform any act on behalf of Owner hereunder.

Owner/Authorized Person LINK Business Broker

Date Date

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