07 December 2019

MICHAEL CHRISTOPHER R. DELA CRUZ

Address Line 1
Address Line 2

Re: Engagement Letter for Legal Services

Dear Mr. Dela Cruz:

We are pleased to submit, for your consideration and approval, our proposal for the conduct of a tax
study and the preparation of a legal memorandum.

CONTRACT OF ENGAGEMENT

This CONTRACT OF ENGAGEMENT, for the conduct of a tax study and the preparation of a legal
memorandum, is entered into by and between ATTY. ANA THERESSA D. SINGCOL, ATTY. FORTUNE
MAE C. CORDOVA, and ATTY. CRISTIE PEARL O. PABUAYA (hereinafter collectively referred to as the
“Counsel”) and MR. MICHAEL CHRISTOPHER R. DELA CRUZ (hereinafter referred to as the “Client”).

Scope of the Engagement

The scope of our proposed engagement would include the following services:

1. Complete understanding of the plans and objectives of the investors in relation to the business
that it intends to establish in the Philippines, which would include information gathering and
securing relevant documents from the concerned parties;

2. Research and study on the relevant laws, rules and regulations to determine the legal and tax
implications of the proposed business plan and to determine if there are other options available
to the investors;

3. Identify the legal requirements and tax issues that must be addressed in relation to the
proposed business plan and other options;

4. Drawing up and implementing an approach or strategy for your desired plan to transfer several
properties to the proposed business entity and identifying the corresponding legal and tax
implications;

5. Prepare a legal memorandum containing a comprehensive report on the results of the tax study;
and

6. Present and discuss the report on the tax study to the investors, as may be requested by the
latter.

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Deliverable

We will submit a legal memorandum, which will contain the results of the study, including the
proposed roadmap, based on the scope enumerated above. The contents of the report will be
discussed with you before we finalize the same.

Professional Fee and Payment Policy

For the above-mentioned services, the Counsel proposes to bill the Client the sum of One Hundred
Fifty Thousand Pesos (Php150,000), with breakdown as follows:

Should the Client agree with the proposal, the Counsel will request an initial fee of fifty percent
(50%) of the above professional fee upon acceptance hereof, which initial fee shall be deducted
against the professional fee above mentioned. The balance of the professional fee shall be billed to
the Client upon the submission of the final report.

Expenses

Administrative and out-of-pocket expenses, such as, but not limited to, transportation,
representation, photocopying, postage, printing, and messengerial expenses shall be for your own
account, to be billed as these expenses are actually incurred. For your convenience, we would
require a deposit for expenses of Five Thousand Pesos (P5,000.00), to be replenished as may be
necessary. At the end of our engagement, we shall submit to you a liquidation report and return any
remaining balance.

Duty of the Client

The Client is duty bound to alert and endorse all such legal matters to the Counsel for evaluation,
assessment and handling so that the latter can better protect the interests of the Client.

Duty of the Counsel

The Counsel is not authorized to waive or release any privilege or other protection of information,
confidential, secret, or otherwise, obtained from or on behalf of the Client. The Counsel is to keep all
privileged or secret information confidential. This requirement is perpetual, such that it will continue
even after the termination of the engagement. The Counsel is not authorized to identify the Client as
a client, for purposes of marketing or advertising, without Client's prior approval.

Ownership of Work Product

The Counsel understands that all work product prepared by the Counsel at the expense of the Client
shall become the property of the Client upon full payment of all outstanding bills. Notwithstanding
that the work product is owned by the Client, the Client authorizes the Counsel to maintain copies of
all work for its records. Moreover, the Client allows the Counsel to refer to said materials, provided
said materials do not disclose the identity or facts which would tend to disclose the identity of Client.

Term of the Agreement

This Engagement shall be for a period commencing from the date the Client signifies his conforme to
the proposal by affixing his signature herein and shall be deemed to end upon the transmittal by the

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Counsel to the Client of all the deliverables above mentioned, together with any related documents
acquired during the course of this engagement.

Should the foregoing proposal be acceptable to you, kindly indicate your conformity by affixing your
signature on the space provided for below. I am open to respond to any queries or concern that you
may have on the proposed engagement proposal.

Thank you.

Respectfully,

ATTY. ANA THERESSA D. SINGCOL ATTY. CRISTIE PEARL O. PABUAYA

ATTY. FORTUNE MAE C. CORDOVA

CONFORME:

________________________________________ ___________________
Signature over printed name Date

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