ALC International, Inc.

Fighter Representation Agreement

This Fighter Representation Agreement (“Agreement”) is made on this _____ day of

__________, 20_____, by and between Moise Rimbon (“Fighter”) of __________________
(City, State) and ALC International, Inc. (“ALC”) of Woodside, New York.

The purpose of this Agreement is for the mutual benefit of the parties as each will receive the
benefits contained herein in exchange for valuable consideration. Specifically, this Agreement
provides that ALC will manage, represent, counsel, and advise Fighter as fully set forth below.
Indeed, ALC shall be Fighter’s sole and exclusive representative in negotiating and securing
contracts for Fighter as fully set forth below.

I. Representation – Scope of Services

A. Fighter hereby agrees to allow ALC to act as Fighter’s sole representative in obtaining
opportunities for mixed martial arts contests and events.

B. Fighter hereby retains ALC to act as Fighter’s representative to represent, advise and
counsel Fighter in all marketing and sponsorship contracts and all business affairs related
to Fighter's status as a professional Fighter, including but not limited to public
appearances, publicity, marketing, merchandise, endorsements, sponsorships, and
promotional contracts, as well as any and all entertainment related opportunities.

C. Fighter hereby agrees to direct any and all professional opportunities including but not
limited to endorsements, public appearances, publicity, marketing, merchandise, and
sponsorships offered or presented to Fighter directly to ALC. It shall be ALC’s
responsibility and obligation to pursue and secure such opportunities for Fighter.

D. Both Fighter and ALC hereby agree and understand that this Agreement is an exclusive
agreement such that Fighter is not hereafter free to enter into a similar contract for
management, advice, and counsel for similar management, representation, marketing,
advertising and sponsorship agreements with any other third party. (Only for North
America and Asia)

E. This agreement does not prohibit fighter from obtaining sponsorships from close personal
friends and family members, and/or local businesses in Fighter’s community. However,
Fighter agrees that he will consult with ALC prior to accepting any forms of sponsorship
and/or endorsements.

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II. Term

The term of this Agreement shall be for a period of twenty four (24) months beginning on the
date this Agreement is signed by the parties hereto. Further, this Agreement shall automatically
renew for a period of twelve months (12) upon the expiration of the initial period and shall
continue to renew on a year to year basis until or unless either party properly terminates this
Agreement in accordance with the terms and conditions set forth below. In the event that ALC
obtains a “multi-fight” deal for Fighter, this Agreement shall automatically renew until the
expiration of Fighter’s “multi-fight” contract. Also, in the event of a “multi-fight” contract
Fighter agrees that he will not be allowed to terminate this Agreement, even with proper
notification as set forth below in Section XII: B.

III. Best Efforts

ALC shall use its best efforts to secure bout agreements, fight contracts, marketing opportunities,
and promotional contracts for Fighter. Likewise, Fighter agrees to cooperate and act in good
faith with ALC and any and all sponsors, promoters, merchandisers, as well as potential and
related business partners.

IV. Fight Compensation

A. Fighter hereby agrees to pay ALC a fee of ten percent (10%) of the gross amount for all
mixed martial arts contest compensation (“Fight Compensation”) received by Fighter
from any contract throughout the world, in which negotiations, advisement, or counseling
for such contracts are begun or completed during the term of this Agreement.

B. Fighter hereby agrees that in the event an ALC representative is not on hand to collect
compensation, or that Fighter is compensated by way of payroll or personal check,
Fighter will be given seven (7) days to compensate ALC for its services.

V. Non-Fight Compensation

A. ALC shall receive a fee of twenty-five percent (25%) of the gross amount for all
endorsements, sponsorships, marketing opportunities, appearances, and promotional
compensation (“Non-Fight Compensation”) received by Fighter from any contract
throughout the world related to the Fighter's status as a public figure in which
negotiations, advisement, or counseling for such contracts are begun or completed during
the term of this Agreement.

B. All Non-Fight Compensation includes but is not limited to compensation related to

endorsements, sponsorships, appearances, promotions, seminars, publicity, marketing
events, performance bonuses, as well as any entertainment opportunities which may arise
as a result of ALC’s efforts to promote Fighter and/or Fighter’s status as a public figure.
As set forth above, ALC is entitled to receive twenty percent (20%) of the gross amount
for all Non-Fight compensation earned by Fighter. Such fees shall be deemed earned at
the time of execution of any contract entered into by Fighter and sponsor, promoter,

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 organization, or any other entity who is party to any contract with Fighter with respect to
Non-Fight Compensation.

C. Fighter hereby acknowledges and grants ALC permission to collect Non-Fight

Compensation from business partners on behalf of Fighter. Fighter further grants ALC
permission to deduct any fees, costs, and expenses owed to ALC by Fighter directly from
monies collected by ALC on behalf of Fighter. The balance of said monies shall be paid
by ALC to Fighter within seven (7) days of receipt of Non-Fight Compensation by ALC.

VI. Contract Approval

Fighter shall have final approval of all contractual terms and ALC shall not enter in to any
contract without Fighter's approval.

VII. Fighter Currently Not Under Contract - Indemnity

Fighter hereby warrants that Fighter is free to enter into this agreement and that Fighter is not
currently represented by or under contract for representation with any other party. In the event
Fighter is under contract with another agent, manager, or entity representing Fighter for any
purpose, Fighter agrees to indemnify ALC for any fees, damages, losses, or any other expenses
incurred by ALC in enforcing this agreement and/or defending legal action brought against ALC
by another agent, manager, or entity representing Fighter.

VIII. Right to Retain Professionals and Necessary Third Parties

Fighter acknowledges that ALC may engage professionals, including attorneys, accountants and
other licensed agents to fulfill certain terms of the agreement and that ALC may assign the
proceeds derived from this Agreement in ALC's sole discretion.

IX. Choice of Law

This Agreement shall be construed and interpreted according to the laws of the State of New
York.

X. Arbitration

In the unlikely event that a dispute arises between the parties which is directly related to this
Agreement, the parties agree that said dispute shall be subject to arbitration. Any and all
disputes, controversies, or claims arising between Fighter and ALC under this Agreement shall
be submitted to the American Arbitration Association (AAA) and shall be subject to the rules
thereof.

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XI. Notices

All notices, requests, demands, and other communications under this Agreement shall be in
writing and shall be deemed to have been duly given on the date of service if served personally
on the party to whom notice is to be given, or within seventy-two (72) hours after mailing, if
mailed to the party to whom notice is to be given, by registered or certified mail, postage
prepaid, and addressed to the party at his address as shown in ALC’s records.

XII. Termination for Cause

A. Failure by either Party to comply with any of its material obligations set forth in this
Agreement shall entitle the non-defaulting Party to give the defaulting Party Notice
specifying the nature of the default and requiring the defaulting Party to make good its
default.

B. Said Notice must be in writing and must set forth any and all breaches of this agreement.
If such default is not cured within thirty (30) days after such notice, the non-defaulting
Party shall be entitled, without prejudice to any of its other rights under this Agreement
or available under law or in equity, to terminate this agreement effective upon a valid
Notice of Termination to the defaulting Party.

XIII. Notice of Termination

Notice of termination must be in writing and served upon one of the parties of this agreement
and/or a duly qualified representative of either party. Notice of Termination must be sufficient
such that the non-terminating party is aware of said Notice of Termination. Service of a Notice
of Termination shall conform to the Notice requirements set forth above.

XIV. Compensation Scale RE: Termination

ALC shall be entitled to receive commission on Fighter income after termination of this
Agreement when said income is derived from ALC’s efforts in accordance with the terms of this
Agreement. Said commissions shall be paid as follows:

A. ALC is entitled to receive 100% of its fees for any and all deals including appearances,
endorsements, and sponsorships for all fully executed agreements and/or contracts before
termination of this agreement;

B. ALC shall be entitled to fifty percent (50%) of its fees for any and all deals including but
not limited to appearances, endorsements, and sponsorships negotiated by ALC before
the termination of this Agreement with said negotiations giving rise to a contract within
ninety (90) days of the termination of this Agreement.

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 C. In no event shall ALC be entitled to receive any commission from Fighter upon the
expiration of the one-hundred twentieth (120) day from the date this Agreement was
terminated except for fees and commissions which were fully executed prior to
termination of this Agreement.

XV. Fiduciary Duty

ALC owes Fighter a fiduciary duty of good faith and fair dealing and hereby agrees to act in the
best interest of Fighter throughout the duration of this Agreement.

XVI. Duty to Inform

ALC shall keep Fighter informed on a regular basis of any and all negotiations with any third-
party and agrees that it shall consult with Fighter prior to concluding any agreement on behalf of
Fighter. Likewise, Fighter agrees to keep regular contact with ALC and provide ALC with
updates regarding, training, fights, injuries, and other related information. Fighter will make sure
that ALC has all current contact information for Fighter including, telephone, e-mail, and
physical mailing address for Fighter.

XVII. Accounting

ALC shall keep full and accurate books of accounts, records and contracts showing the gross
receipts, authorized expenses, ALC’s commission and Fighter’s income under this agreement.

XVIII. License to Use Intellectual Property

ALC acknowledges that the name, likeness, goodwill and reputation of the Fighter shall remain
the sole property of the Fighter and that ALC shall not acquire any interest therein. However,
Fighter grants ALC a license to use any intellectual property of the Fighter for the purpose of
performing its obligations and duties in accordance with the terms of this agreement. ALC shall
have the right during the term of this Agreement to use Fighter’s image, name, voice,
performance, biography, and/or likeness in any advertising or promotional materials in
connection with the performance of this Agreement.

XIX. Conflict of Interest

A. During the term of this Agreement no party will accept work, enter into a contract or
accept an obligation inconsistent or incompatible with his obligations, duties or the scope
of services rendered for Fighter under this Agreement. Both Fighter and ALC warrant
that, to the best of their knowledge, there is no other contract or duty that conflicts with
or is inconsistent with this Agreement.

B. Fighter understands and acknowledges that ALC is often hired by numerous parties to
help secure marketing, sponsorship, advertising, and endorsements for third parties who
are not covered under this Agreement. The parties hereto agree that doing so is not a
violation of any term of this agreement and does not represent a conflict of interest.

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XX. Non-Assignable

This agreement is binding on all and cannot be assigned as the obligations and duties herein are
of a personal nature.

XXI. Agreement to Perform Necessary Acts

Each party to this Agreement agrees to perform any further acts and execute and deliver any
documents that may be reasonably necessary to carry out the provisions of this Agreement.

XXII. Severability

Each and every paragraph contained herein is separate and divisible, such that in the event that
any paragraph shall be held to be invalid, the remaining paragraphs shall continue to be in full
force and effect.

XXIII. No Duress

The parties to this Agreement hereby declare that it is their intention to create a mutually
beneficial relationship. In doing so, neither party is under duress. Moreover each party is
expressly exercising their free-will as a manifestation of their desire to be a part of the
relationship created through this Agreement.

XXIV. Capacity

The parties to this Agreement are capable of entering into a contract. Indeed, neither side lacks
the mental capacity to understand the terms of this Agreement. As such, both parties fully
appreciate and understand the terms of this Agreement.

XXV. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the matters
set forth herein and supersedes all prior agreements and understandings, both written and oral,
and may only be modified or amended in writing signed by the parties hereto. This agreement
may be executed via facsimile and in counterpart, and a copy of the executed agreement shall
serve as an original.

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This Agreement is acknowledge and accepted by the signatories below:

Date:_____________________ By:_________________________________
Fighter

Date:_____________________ By:_________________________________
Shu Hirata, President
ALC International, Inc.

Witness:
Date:_____________________ By:_________________________________
Svetlana Filipovic
Generala Jurisica - Sturma 021, Loznica, Serbia

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