LOAN AGREEMENT WITH REAL ESTATE MORTGAGE

KNOW ALL MEN BY THESE PRESENTS:

This Agreement entered into by and between: CANAYA INC., a corporation organized
and existing under the laws of the Philippines, with office at Canaya Bldg. San Rafael
Iloilo City (hereinafter referred to as the "FIRST PARTY", - and – Rachel Zane, of legal
age, Filipino, with residence at San Rafael Mandurriao, Iloilo City, (hereinafter referred
to as the "SECOND PARTY").

WITNESSETH; That –

THE LOAN 1. At the request of the SECOND PARTY, the FIRST PARTY had extended a
loan to the SECOND PARTY in the principal sum of PESOS: TEN MILLION PESOS (P
10,000,000.00) (the "LOAN"), the full amount of which is acknowledged to have been
received by the SECOND PARTY. The SECOND PARTY promises to repay the LOAN to
the FIRST PARTY within ninety (90) days from date hereof, together with interest at
Two Per Cent (2%) per month on said amount from date hereof until full payment
thereof. In the event the DEBTOR shall fail to pay the LOAN as it falls due, the unpaid
principal and accrued interest thereon shall, in addition to the stipulated interest, be
subject to penalty interest at the same rate as the stipulated interest commencing on
the date immediately following the due date of the LOAN until full payment of the entire
outstanding amount of the

LOAN. REAL ESTATE MORTGAGE 2. As security for the repayment of the LOAN and the
interest and other charges thereon, and the due faithful performance by the SECOND
PARTY of his obligations under this Agreement, the SECOND PARTY hereby transfers
and conveys by way of first real estate mortgage in favor of the FIRST PARTY, the
property described below, with all its increments and accessories (the "PROPERTY"):
DESCRIPTION OF PROPERTY 3. All documentary stamps due on this Agreement as well
as all expenses for the registration of the Mortgage, and other government fees and
charges imposed on the in connection with this Mortgage shall be for the account of the

SECOND PARTY. 4. The SECOND PARTY during the life of this mortgage shall not sell,
lease, mortgage, encumber, or otherwise dispose of the PROPERTY without the consent
of the FIRST PARTY being first obtained.

5. If the SECOND PARTY shall fail to comply with any of the terms and conditions of
this Agreement, the PROPERTY shall be delivered on demand, to the FIRST PARTY, and
the FIRST PARTY shall have the right to immediately foreclose this mortgage, judicially
or extra-judicially under Act 3135, as amended. In addition to its remedies herein or
elsewhere under the law, the FIRST PARTY of its lawful representative is hereby
appointed as the Attorney-in-Fact of the SECOND PARTY with full power and authority
to take actual possession of the PROPERTY without the need of any judicial order, and
to remove, sell or dispose of the same; make any and pay for repairs and perform any
other act which the FIRST PARTY may deem convenient to maintain and preserve the
PROPERTY and all expenses incurred/advanced by the FIRST PARTY shall be charged
against the SECOND PARTY and likewise secured by this mortgage. The SECOND
PARTY waives all the rights under the provisions of Rule 39, Section 12 of the Rules of
Court.

6. The parties agree that all actions under this Agreement shall be brought before the
proper courts of Iloilo City, each party hereby waiving any other venue.

7. The condition of this Mortgage is that if the SECOND PARTY, his heirs, executors or
administrators shall well and truly perform the full obligations herein, then this
mortgage shall be null and void, otherwise it shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed
on the date and at the place first above set forth.
By:

_________________________ ________________________

(FIRST PARTY) (SECOND PARTY)

IN THE PRESENCE OF

Jenny Griffith Trevor Evan

AFFIDAVIT OF GOOD FAITH

We severally swear that the foregoing Mortgage is made for the purpose of securing
the LOAN specified and defined in this instrument and for no other purpose; that the
LOAN is a just and valid obligation; and that this Mortgage is not entered into for the
purpose of fraud.

Rachel Zane Gene Rose C. Canaya

Mortgagor President, ABC INC.

ACKNOWLEDGMENT AND CERTIFICATE OF OATH

REPUBLIC OF THE PHILIPPINES)

ILOILO CITY) S.S.

BEFORE ME this day personally appeared: Rachel Zane- 3648697 8/02/2018

Iloilo City, Gene Rose Canaya 8462448 8/03/2018 Iloilo City to me known and known to
me to be the same person/s who signed and executed the foregoing Agreement and
each acknowledged to me that the same is executed as his free and voluntary act and
deed and that of the entity represented, if any, for the uses and purposes therein set
forth. The aforesaid persons likewise made oath as to the truth of the Affidavit of Good
Faith. I further certify that said document consists of FOUR (4) pages including this
acknowledgement page, and signed by the abovenamed parties and the witnesses on
page 3 and on the left margin on each and every other page thereof, and refers to a
mortgage of a parcel of land located at Cordova Norte Tigbauan, Iloilo.

IN WITNESS WHEREOF, I have hereunto affixed my signature and notarial seal

in , this 7th of April 2018.

NOTARY PUBLIC Until December 31, 2018

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Page No. _____

Book No. _____

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 LOAN AGREEMENT

Dated: April 6, 2018

FOR VALUE RECEIVED, the undersigned, Rachel Zane(the "Borrower"), resident

ofSan Rafael, Madurriao Iloilo City, hereby promises to pay to the order of Mike
Ross (the "Lender"), resident of Brgy.Calumpang Molo Iloilo City, the principal sum
of Php 1,500,000,000.00 together with interest on the principal balance, and in
accordance with the terms set forth below.

Payment. The principal amount of this Loan together with accrued and unpaid
interest and all other charges, costs and expenses, is due and payable on or
before October 20, 2018. All payments under this Agreement are applied first to
accrued interest and then to the balance of the outstanding principal.

Prepayment. The Borrower has the right to prepay all or any part of the principal
amount of this Loan, together with accrued and unpaid interest thereon, at any
time without prepayment penalty or premium of any kind.

Costs and Fees. In the event of default, the Borrower shall pay to the Lender all
costs of collection including reasonable attorney's fees.

Waiver. The Borrower and all sureties, guarantors and endorsers hereof, waive
presentment, protest and demand, notice of protest, demand and dishonor and
nonpayment of this Loan.

Successors and Assigns. This Loan will inure to the benefit of and be binding on
the respective successors and permitted assigns of the Borrower. The Borrower
may not assign its rights or delegate its duties under this Loan without the Lender’s
prior written consent.
Joint and Several Liability. If there is more than one Borrower of this Loan, the
obligation of each Borrower shall be joint and several under this Loan.

Amendment. This Loan may be amended or modified only by a written

agreement signed by the Borrower and Lender.

Severability. In the event that any of the provisions of this Loan are held to be
invalid or unenforceable in whole or in part, the remaining provisions shall not be
affected and shall continue to be valid and enforceable as though the invalid or
unenforceable parts had not been included in this Loan.

Notifications. Any notice or communication under this Loan must be in writing

and sent via one of the following options:

Governing Law. This Loan shall be governed by and construed in accordance

with the laws of the Philippines.

IN WITNESS WHEREOF , WE HAVE HEREUNTO SET OUR HANDS THIS 6th DAY OF
April 2018, at Iloilo City.

Rachel Zane Mike Ross

Barrower Lender

Signed in the presence of:

Jenny Griffith Trevor Evan

 ACKNOWLEDGMENT

BEFORE ME, personally appeared:

Name CTC Number Date/Place Issued

Rachel Zane 12345678 02/28/2018

Mike Ross 87654830 04/03/2018

Known to me and to me known to be the same persons who executed

the foregoing instrument and acknowledged to me that the same is their free
and voluntary act and deed.

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

ATTY. GENE ROSE CANAYA

NOTARY PUBLIC

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 RELEASE, WAIVER AND QUITCLAIM

KNOW ALL MEN BY THESE PRESENTS:

I, Michael Ross, of legal age, married, resident of Calumpang Molo Iloilo

City for and in consideration of the sum of Pesos: One million pesos(P1,000,000.00),
receipt whereof in full is hereby acknowledged from CANAYA INC. with principal
place of business at 123 Canaya Bldg San Rafael Iloilo representing full payment
of the Mutual Retirement Benefit System (MRBS) under Policy No. 6216516, hereby
declare and accept that I have no more right or interest of any kind whatsoever
from the Association arising from the said policy and I further state that:

1. I release, remiss and forever discharge the corporation, its successors-in-

interest, from any action, sum of money, damages, claims and demands
whatsoever, which in law or equity I ever had, now have, or which I, my successors
and assigns hereafter may have by reason of any matter, cause or thing
whatsoever, up to the time of these presents, the intention hereof being to
completely and absolutely release the corporation, its successors-in-interest, from
any and all liabilities arising wholly, partially or directly from my said transaction
with the corporation;

2. I finally declare that I have read and understood this document of

Release Waiver and Quitclaim which is hereby given and made willingly and
voluntarily and with full knowledge of my rights under the law.

IN WITNESS WHEREOF, I have hereunto affixed my signature on this 6th day of April,
at Iloilo City

Michael Ross
Affiant

Signed in the presence of:

 Rachel Zane o0o Donna Specter

ACKNOWLEDGMENT

BEFORE ME, personally appeared:

Name CTC Number Date/Place Issued

Michael Ross 87654321 04/03/2018/Iloilo City

Known to me and to me known to be the same persons who executed

the foregoing instrument and acknowledged to me that the same is their free
and voluntary act and deed.

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

ATTY. GENE ROSE CANAYA

NOTARY PUBLIC

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