JOINT VENTURE AGREEMENT KNOW ALL MEN BY THESE PRESENTS: This Joint Venture Agreement (Agreement) is entered into by and between: ONE COMMERCE (INT’L) CORPORATION, a corporation duly organized and existing under the laws of Philippines, with principal office and place of business at My Saggitarius Place, 609 Calderon St., Brgy. Addition Hills, Mandaluyong City, Philippines, represented herein by Maricar H. Manatad, Senior Account Manager, who is authorized to represent this corporation in this Agreement as shown in the hereto attached Secretary’s Certificate (Annex A) which forms part of this Agreement -and(NAME OF JV PARTNER), a corporation duly organized and existing under the laws of (Country of Incorporation), with principal office and place of business at (Address of JV Partner), represented herein by (Name of Authorized Representative of JV Partner), (Designation) who is authorized to represent this corporation in this Agreement as shown in the hereto attached Secretary’s Certificate (Annex A-1) which forms part of this Agreement. The contribution of each corporation in this Joint Venture (JV) shall be as follows: ONE COMMERCE (INT’L) CORPORATION Sixty Percent (60%) (NAME OF JV PARTNER) Forty Percent (40%) The Parties agree to join together their manpower, equipment, and what is needed to facilitate the JV to participate in the Bidding and Undertaking of the hereunder stated project to be conducted by the Department of National Defense/Armed Forces of the Philippines: NAME OF PROJECT: “Supply and Delivery of Coast Watch System (CWS) Requirements for the Enhancement of Maritime Situational Awareness (MSA) Capability in Northern Luzon (3 Stations and 1 Center)” of the Department of National Defense/Armed Forces of the Philippines; Reference No. 3620174; Solicitation No. DND-SBAC-PNCWSN2015-12 AMOUNT: Two Hundred Fifty Six Million Three Hundred Sixty Thousand Pesos only (Php 256, 360, 000.00) The Parties agree to be jointly and severally responsible or liable for the adherence to the Instruction to Bidders and the performance of the Contract in accordance with the contract terms. The Parties agree that ONE COMMERCE (INT’L) CORPORATION shall be the Partner-in-Charge or the Official Representative of the JV, and is authorized to incur liabilities, receive payments and receive instructions for and on behalf of any or all partners of the JV and is granted full power and authority to do, execute, and perform any and all acts necessary to represent the JV in the bidding and signing of the contract as fully and effectively as the JV may do and if personally present with full power of substitution and revocation. The Parties agree that MARICAR H. MANATAD of ONE COMMERCE (INT’L.) CORPORATION shall be the authorized representative and signatory for the JV and is granted full power and authority to do, execute, and perform any and all acts necessary to represent the JV in the bidding and signing of the contract as fully and effectively as the JV may do and if personally present with full power of substitution and revocation. Parties. This JV shall remain in effect only for the above stated project until terminated by the Done this ___ day of __________, 2016. IN WITNESS WHEREOF: ONE COMMERCE CORPORATION Represented by: Name: Designation: Date: (INT’L) NAME OF JV PARTNER Represented by: Name: Designation: Date: Page 2 of 4 FIRST ACKNOWLEDGMENT Republic of the Philippines City of Mandaluyong Sc. BEFORE ME, a Notary Public for and in the City of Mandaluyong, Philippines, this _____ day of January 2016, personally appeared MARICAR H. MANATAD with her Social Security Systems Identification Card bearing the number 003-3396485-2 issued by the Social Security Systems, representing ONE COMMERCE (INT’L) CORPORATION, and identified by me to be the same person who executed the foregoing Joint Venture Agreement on behalf of the Corporation she represents and having acknowledged to me that the same is her voluntary act and that of the Corporation she represents. Witness my hand and notarial seal on the date and at the place first above-written. Notary Public Doc. No. ; Page No. ; Book No. ; Series of 2019. Page 3 of 4 SECOND ACKNOWLEDGMENT Republic of the Philippines City of Mandaluyong Sc. BEFORE ME, a Notary Public for and in the City of Mandaluyong, Philippines, this _____ day of January 2016, personally appeared MARICAR H. MANATAD with her Social Security Systems Identification Card bearing the number 003-3396485-2 issued by the Social Security Systems, representing ONE COMMERCE (INT’L) CORPORATION, and identified by me to be the same person who executed the foregoing Joint Venture Agreement on behalf of the Corporation she represents and having acknowledged to me that the same is her voluntary act and that of the Corporation she represents. Witness my hand and notarial seal on the date and at the place first above-written. Notary Public Doc. No. ; Page No. ; Book No. ; Series of 2019. Page 4 of 4