COOPERATION AGREEMENT

between
PHILIPPINES RECANELI MOTHER INTERNATIONAL FOUNDATION
THE VOICE FOR GLOBAL SOLUTIONS ON POVERTY INC.
and
THE CONSORTIUM (AS REPRESENTED BY CRUTCHER CAPITAL MANAGEMENT)
dated August 25, 2020 (the “Effective Date”)

THE PARTIES
This agreement (the “Cooperation Agreement”) is, and is hereby made by and between, the
following two (2) parties (the “Parties”):
A. Philippines Recaneli Mother International Foundation The Voice for Global Solutions
on Poverty Inc., a Philippine Foundation with Registration No.: CN201200044, and with
its address at: 0306 National Highway, Mangan-Vaca, Subic, Zambales 2209, Philippines
(the “Foundation”), as legally represented here by Prince Altres Cabrera de Dios (41), its
Overall Chairman/President (“Prince Altres”), and with his corporate e-mail address being:
premifmain@yahoo.com;

- and -

B. The Consortium, consisting of the following five (5) institutional groups (the
“Consortium Member Organizations”):
(a) Project Galileo Group (“PGG”), with its Holding Company Project Galileo L.P.
(British Virgin Islands), inclusive of its global subsidiaries and affiliates;
(b) Empire Group, with its Holding Company being Empire Wealth Management L.P.
(Mauritius), inclusive of its global subsidiaries and affiliates;
(c) Crutcher Capital Group, with its Holding Company being Crutcher Capital L.P.
(British Virgin Islands), inclusive of its global subsidiaries and affiliates;
(d) Imperial Guard Security Group (“IGSG”), with its Holding Company being
Majestic Security L.P. (British Virgin Islands), inclusive of its global subsidiaries and
affiliates; and
(e) L’Institut des Sciences et Arts (“L’Institut”), with its Holding Entity being a not-for-
profit organization (France) (to be formed), inclusive of its global subsidiaries and
affiliates;
as legally represented here by Crutcher Capital Management dba CCM Platinum, a
California General Partnership (since 1988) with Tax ID No. 680155815, and with its
address at: 150 Santa Ana Avenue, St. Francis Wood, San Francisco, California 94127,
U.S.A. (“CCM”). The authorized signatories to this Cooperation Agreement, on behalf of
CCM, are its two (2) General Partners: (a) Mr. Christopher Wolf Crutcher (56), with
Passport No. 546151549 (U.S.A.) (“Mr. Crutcher”), and with his corporate e-mail address
being: empirewealthmanagement@gmail.com; and (b) Ms. Judith Wolf Crutcher (82), with

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 Passport No. 541832142 (U.S.A.) (“Ms. Crutcher”), and with her corporate e-mail address
being: judithwcrutcher@icloud.com.
Note: The Consortium is legally represented at this time by CCM for the purpose of entering into agreements, including
this Cooperation Agreement.

THE PURPOSE
One of the objectives of this Cooperation Agreement is for the Parties to engage in multiple
collaborative activities, and business transactions, in order to gain the individual and mutual
benefits as described herein. The most important purpose of this document is for the Parties to
quickly develop an effective economic platform for the betterment of the lives of the Philippine
People, and the preservation of The Philippines’ natural environment, for all posterity.

RECITALS
WHEREAS the Foundation, which has grown substantially as an organization over the years,
has amassed hundreds of thousands of members, and is capable of mobilizing them to carry out
certain aspects of this Cooperation Agreement; and

WHEREAS the Foundation faces challenges in the area of corporate image management, search
engine optimization, and the damage done by various slander campaigns; and
WHEREAS the Foundation desires to provide the facility of the Accounts (see definition in
Section I, below) to CCM for the purpose of helping CCM and its future Philippine subsidiaries
and affiliates to bring in the full financing of Project Galileo’s Virtual and Terrestrial Cities of
Science™, in the Philippines and throughout the World, and to arrange for the bank/banks that
will be the custodian(s) of the Accounts (the “Custodian Banks”) to accept manual downloads
(special transfers of large quantities of capital) (“Manual Downloads”) into the Accounts, for the
benefit and use of Project Galileo and the Foundation (on an equal basis, after third parties are
paid); and
WHEREAS the Foundation wants to grant a Limited Power of Attorney (see definition below)
to Mr. Crutcher, representing CCM, the Consortium (see definition below), and Project Galileo,
with respect to the exclusive use of the Account, for the specific purposes as stated herein; and
WHEREAS CCM is ready to launch a social awareness campaign in the Philippines to benefit
Project Galileo and the Foundation, known as: “Galileo Rising™,” whereby the Parties would
join forces to: (a) generate substantial income for both Parties as per the economic formula as
described herein; and (b) reboot the image of the Foundation, in active cooperation with CCM;
and
WHEREAS CCM has identified investors offering substantial funding to Project Galileo’s
planned Visayan City of Science™, spanning Guimaras and Iloilo Provinces, and Terrestrial
Cities of Science™ in other locations in Visayas, Luzon, Mindanao, and throughout the rest of
the World; and
Note: Project Galileo’s Visayan City of Science™ Project involves a Cooperation Agreement that has already been executed
between PGG and Our Lady of the Philippines Trappist Abbey of the City of Jordan, in Guimaras Province,
Philippines (the “Abbey”).

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WHEREAS to-date, CCM, representing the Consortium, has sponsored events involving Sir
Richard Branson and Mr. Fabien Cousteau, including a research-based submarine dive into the
Great Blue Hole of Belize, and has engaged in a press release (as of August 11, 2020) to
announce PGG’s Cooperation Agreement with the Abbey, including global cooperation and
promotion of Green Agriculture and the support of Indigenous Peoples, and is capable of
strategically guiding the PR and marketing campaigns of both Parties going forward;
Note: Both Parties intend utilize their skills, during the Term hereof, to stage and host events, and support important causes, in
order to mutually bring in donations, investment funds, and product/service-based revenues, while enhancing the public
image of their Organizations.
 

NOW, THEREFOR, in consideration of the premises and the mutual covenants as set forth
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
acknowledged hereby,
THE PARTIES AGREE as follows:

I. THE AGREEMENT
A. DEFINITIONS
1. The term “shall” means an imperative command, a mandatory obligation, or a
mandatory duty.  It does not mean or include “discretion” or “optional.”
2. The term “Galileo Monetary Unit” or “GMU” means a unit of digital fiat
currency (or cryptocurrency) that is designed to be used exclusively within
Project Galileo’s (to-be-developed) “Virtual City of Science™,” “Terrestrial
Cities of Science™,” “Aquatic Cities of Science™,” and “Mini Cities of
Science™.”  GMU’s are presently in concept form only, and the digital
architecture for them, and for the Virtual City of Science™, is presently in pre-
development and pre-launch by CCM.  Once GMU’s, and their corresponding
technologies, are launched, it is intended that they will become exchangeable
with any major currency, or for other cryptocurrencies such as Bitcoins. One
one-hundredth of a GMU is known as a “Ganymede™,” and special hardware
wallets that will contain Ganymedes™ are known as “Ganymede Pouches™.”
GMU’s can only exist and be transacted within Empire Group’s system of “Virtual
Safes™,” whereas Ganymedes™ may exist both within, and outside of, Virtual
Safes™.
3. All terms that are defined on Pages 1 and 2 hereof, and throughout all other
pages of this Cooperation Agreement, and all text of Pages 1 and 2 hereof, and
all other text that appears on all other pages of this Cooperation Agreement, are
hereby collectively incorporated into and included in this Cooperation
Agreement.
B. IRREVOCABLE GRANTING OF LIMITED POWER OF ATTORNEY WITH
RESPECT TO THE ACCOUNTS AND THEIR CONTENTS
 

1. the Foundation hereby irrevocably appoints Mr. Crutcher (representing CCM)

as its agent and true and lawful attorney-in-fact (“Attorney-in-Fact”), giving
and granting to him the powers as outlined within this Subsection “B” (which
powers shall collectively be defined as the “Limited Power of Attorney”), so as

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to be able to act in the Foundation’s name, place, and stead with respect to the
Accounts, and their contents (the “Contents”), during the Term hereof:
a. regarding funds from to grant, transfer, and convey any portion, or all, of
any right, title, or interest, which the Foundation now possesses or will
possess in the Contents, to CCM and its affiliates, whereby CCM will:
(i) utilize five percent (5%) of the proceeds of all Manual Downloads,
or other potential transfers (the “Initial Proceeds”), to finance a “re-
start” of the Foundation;
(ii) utilize five percent (5%) of the Initial Proceeds to finance the
following:
(a) the launching of Empire Group IT Limited’s operations in
Iloilo, Philippines, including, but not limited to: the
propagation of CCM’s present Social Awareness Campaign,
throughout the Philippines and the rest of the World; the full
development of GMU’s, Ganymedes™, Ganymede Pouches™,
Virtual Safes™, and “Virtual Trusts™;” and the generation of
Project Galileo’s Virtual City of Science™;
(b) the hiring of appropriate attorneys and licensed independent
accountants or auditors in order to execute all required
corporate and accounting tasks, in the Philippines, related to
the Accounts, and on behalf of the Consortium;
(c) the recovery of historical assets in the Philippines, and
Filipino-owned assets lodged in banks throughout the World;
(d) the selection and execution of real estate acquisitions, or joint
ventures, or leases of commercial and residential properties,
whether from government or private sources, in the
Philippines, and other nations, on behalf of Project Galileo’s
global Terrestrial Cities of Science™;
(e) bringing the trusts, corporations, partnerships, and foundations
forming each Consortium Member Organization (known as
“Consortium Member Entities”), throughout the World, up to
date regarding annual corporate renewal payments and legal
and accounting expenses;
(f) the founding and organization of new Consortium Member
Entities to execute projects and make acquisitions in the
Philippines, including: Empire Group Philippines, Empire
Group IT Limited (Philippines), Project Galileo Philippines,
the City of Science Fund, the City of Science Sub-Fund (for
the Philippines), the RFO Philippines, IGSG Philippines, and
the Philippine Chapter of L’Institut, and the Clean Water &
Sanitation Foundation of Project Galileo;

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 (g) the generation of banking facilities, both in the Philippines and
internationally, for all of the entities described in Paragraphs
“(e)” and “(f)” above;
(h) paying both domestic and international invoices related to all
previously formed and to-be-formed Consortium Member
Entities, throughout the Term hereof, as they become due;
(i) paying of wages or consulting fees to CCM’s Filipino and
global Personnel, as well as to the international Staff of CCM,
Empire Group, IGSG, the RFO, and L’Institut, inclusive of
compensation to be paid to Mr. Crutcher (individually); and
(j) the execution of select redemptions or repurchases of any of
the Consortium’s outstanding securities;
   

(iii) utilize ten percent (10%) of the Initial Proceeds to pay third parties
various transaction fees, or to set aside as a sinking fund; and
(iv) utilize eighty percent (80%) of the Initial Proceeds to invest in
trading operations outside of The Philippines, meaning that said
funds would be transferred out of the Country for said operations
(“Trading”) the proceeds of which transactions (the “Trading
Proceeds”), during the Term hereof will be allocated as follows,
after the one-hundred percent (100%) payback of each depositor’s
principal funds, and the payment of the depositor’s agreed interest
(to be negotiated via a separate contract between CCM and said
depositors):
(a) forty percent (40%) to the Foundation;
(b) forty percent (40%) to CCM, primarily for use within Project
Galileo’s Philippines-based Terrestrial Cities of Science™; and
(c) twenty percent (20%) to third parties as per the discretion of
CCM;
Note: To receive the above-referenced Trading Proceeds, it will be necessary for both
Parties to organize offshore “Receiving Accounts,” in international banks, to receive
said funds.

b. to transact in, deal in, seal, deliver, bargain, buy, sell, contract, agree for,
purchase, receive, release, convey, or hypothecate the Contents of the
Accounts, and in any and every way and manner to deal in and with said
Contents, and to make, do, and transact all and every business of
whatsoever kind and nature with, in, or concerning or relating to the
Contents, as said Attorney-in-Fact shall think fit in his business judgment;
c. to execute all agreements, consents, or any other instruments necessary;
and to exercise all rights, powers, and privileges which the Foundation
might do, take, or exercise with respect to the Contents;
  

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 d. to use his full power and authority, as given and granted by the
Foundation, to do and perform every act necessary, and proper to be done,
in the exercise of the foregoing powers, as fully as the Foundation might
or could do for its own account, with full power of substitution, hereby
ratifying and confirming all that the Foundation’s said Attorney-in-Fact
shall lawfully do or cause to be done by virtue hereof;
e. to appoint attorneys or other agents, who shall act under his exclusive
control and authority, to execute any transactions or financial operations in
his stead; and
f. to use the rights and powers as invested in him by the Foundation, as
described herein, which shall be in full force and effect as of the Effective
Date of this Cooperation Agreement, and which are irrevocable, and
which shall remain in full force and effect throughout the duration of the
Term.  This Limited Power of Attorney shall not be affected in any way
by: the winding up of the Foundation; Prince Altres’ death, disability, or
incompetence; or any lapse of time.
2. The Foundation agrees to be bound by any representations or actions made or
taken by Mr. Crutcher, pursuant to the Limited Power of Attorney herein, and, if
requested, agrees to ratify any such representations or actions, including the
execution of any documents necessary to effect such ratification.
C. THE ACCOUNTS
The Foundation has high-level relationships to banks in the Philippines that are
capable of executing Manual Downloads on behalf of CCM (and to benefit the
Foundation). To this end, starting on the Effective Date hereof, the Foundation will
apply to one or more of its banks, and/or call upon its wider banking relationships, to
establish bank accounts for which the sole signatories will be: Mr. Crutcher; and one
other person of Mr. Crutcher’s choice, on behalf of CCM (the “Accounts”). The
currency of the Accounts will be United States Dollars (“USD”), Philippine Pesos
(“PHP”), and other currencies (such as Euros (“EUR”)) if available. Account access
(but not signatory rights) will be granted by the Foundation and CCM to Mr. Jonathan
Sumbing, Head of the Back Office of Empire Group IT Limited (in formation in Iloilo,
Philippines) (“Mr. Sumbing”), so that he can carry out normal accounting functions on
behalf of CCM and its affiliates. The Parties will cooperate fully to apply for said Accounts,
so that they can be opened without delay with their individual custodian banks in the
Philippines, and possibly in additional countries.
  

D. SUPPORT IN MARKETING OF GALILEO RISING™ THROUGHOUT THE

PHILIPPINES
With perhaps 500,000 Filipinos having joined the Foundation in the past, Galileo
Rising™, if embraced by the Foundation’s members and their individual contact
circles, could generate perhaps up to one million subscribers. At the subscription
price of ₱1,200 PHP per person (mostly via PayMaya), this promotion would provide
9 attractive benefits to each subscribing Galilean, and pay out ₱200 PHP per
subscriber as a referral fee to the Foundation and its members, with a further ₱50 PHP

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 available to the Board of the Foundation, plus ₱100 PHP as a donation to the
Foundation. In total, the benefit to the Foundation, upon referring this number of
persons, would be on the scale of ₱350,000,000 PHP. Each Galilean referred by
the Foundation would generate additional referral fees for your Organization, in
perpetuity, by selling additional digital and physical products and services of CCM
related to Project Galileo, such as our licensed “Project Galileo Merchandise,”
GMU’s, Ganymedes™, Virtual Safes™, Virtual Trusts™, and “Virtual Visas™,”
“Virtual Citizenships™,” and “Virtual Business Licenses™” within Project
Galileo’s Virtual City of Science™. These ongoing referral fees could result in many
millions (or even hundreds of millions) of pesos per year paid to the Foundation,
based on ongoing cooperative promotion of these physical and digital products and
services by the Foundation and CCM.
E. IMAGE MAKEOVER FOR THE FOUNDATION AND PROJECT GALILEO
The Foundation urgently needs an image makeover, in order to cultivate and maintain
international support. CCM’s international team of internet marketing experts,
programmers, and IT Managers stand ready to completely reconstruct the public
image, web presence, news delivery, marketing apparatus, and membership interface
of the Foundation before the end of 2020, regardless of any and all lockdown
conditions. Simultaneously, there is a need for Project Galileo to undergo a similar
process. As funds become available to the Foundation and/or CCM, whether or not
based on the exact transactions described herein, the Parties shall jointly embark on a
fee-based implementation of such programs, in stages, to commence without delay.
F. TERMS OF PERFORMANCE, SERVICES, AND OBLIGATIONS
 

1. By the Foundation:
a. Appointment of Mr. Crutcher: the Foundation hereby confirms the
appointment of Mr. Crutcher as a “Manager” of the Foundation, to act in
accordance with the terms of this Cooperation Agreement, and with the
special powers to act as an individual signatory to the Account;
b. Transfer of Title of the Contents: the Foundation hereby grants to CCM
all title in and to, and the ownership of, the Contents. Since the Accounts
will be initiated with deposits made by the Foundation, any such deposited
sums shall be treated as corporate loans by the Foundation to CCM, and
shall be returned to the Foundation out of a portion of the Initial Proceeds
received into the Accounts by CCM, or from the Galileo Rising™
Philippines Social Awareness Campaign;
c. Execution of Documents, Cooperation in Transaction Process &
Formation of Entities:  Prince Altres, and the other Board Members of
the Foundation (as needed), shall promptly execute all documents, as
required or requested by CCM, including any assignments or additional
powers of attorney, to carry out the terms of this Cooperation Agreement,
and to cooperate in the formation of all entities as described herein. The
Foundation further agrees that, in the event and to the extent that its legal
signatories are unwilling or unable to sign such further documentation

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 necessary to obtain, maintain, assign, transfer, and otherwise protect and
perfect any or all of CCM’s rights or obligations hereunder, Mr. Crutcher
is and shall be deemed to be the Attorney-in-Fact for the Foundation, and
is hereby authorized to sign such documentation on its behalf, and is
further empowered to do so by the Limited Power of Attorney granted to
him by the Foundation as per the terms of this Cooperation Agreement;
and
d. Transmission of Material Documents and KYC Info: the Foundation
and Prince Altres shall immediately provide to CCM and/or Mr. Crutcher,
immediately upon their written or verbal request, the following:
(i) direct access to, and permission to copy and notarize, all documents
necessary to carry out their obligations and goals herein; and
(ii) full personal and/or corporate know-your-client information (“KYC
Info”), as required for facilitation of the applications for all
banking/financial facilities and services from the custodian banks of
the Accounts.
2. By CCM:
a. Commitment of Compensation to the Foundation: As stated
hereinabove, for all funds arriving to the Accounts as Initial Proceeds (but
not from the redepositing of previously deposited funds, or the profits
accruing thereto), the Foundation shall be paid out five percent (5%) of
such funds, to be transmitted to the Foundation via a separate account, the
coordinates for which will be transmitted to CCM, via
empirewealthmanagement@gmail.com, within three (3) Banking Days
(Philippines) of the Effective Date of this Cooperation Agreement; and
b. Commitment of Compensation to Transaction Intermediaries:
CCM/Mr. Crutcher will distribute all contracted consultancy fees, legal
fees, accounting fees, and third-party intermediary fees and benefits from
the Accounts, as the exclusive paymaster. All such payments will be
related to confidential secondary contracts as executed by CCM/Mr.
Crutcher and shared with the relevant custodian banks of the Accounts.

3. Additional Services Made Available to Prince Altres & the Members of the
Board of Directors of the Foundation (the “Board”): CCM and its Affiliates
are pleased to offer to Prince Altres and the Board, with their prior written
approval, any of the following additional professional services that are within
the scope of the capabilities of CCM and its Affiliates, and all such services
provided to them by each Consortium Member Entity will be pursuant to a
separate contract, and carried out on a fee basis (including time, materials, costs,
plus a twenty percent (20%) overhead fee), and/or a profit-sharing basis, at
CCM’s election:

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 a. the co-management of any of their existing Philippine Entities, via the
appointment of Mr. Crutcher as a Director or Senior Officer of any of said
Entities;
b. the sourcing and direction of their outside accountants, attorneys, financial
advisors, and other professional advisors on a global basis;
c. the execution of additional asset management services (“Asset
Management Services”), via separate contracts with Empire Group;
d. family office services (“Family Office Services”), and/or real
estate/property management services (“Property Management Services”),
via separate contracts with the RFO; and
e. security services (“Security Services”), via separate contracts with IGSG.
G. CONFIDENTIALITY AND NON-DISCLOSURE
1. Non-Disclosure and Protection of Proprietary Information: the Foundation
and Prince Altres acknowledge that in the course of: (a) performing their
obligations as covenanted herein; and (b) receiving the benefits as described
herein, they may receive or be party to information which is confidential or
proprietary to CCM and its affiliates (the “Proprietary Information”).  Neither
the Foundation nor Prince Altres shall use any such Proprietary Information, or
disclose the same, to any third parties whatsoever, except to persons who will
participate directly in the performance of their obligations hereunder.
2. Proprietary Information Defined: For the purposes of this Cooperation
Agreement, Proprietary Information includes any information and data
(disclosed orally, electronically, or in any other form or medium) which is, or
should be reasonably understood to be, confidential or proprietary to CCM
(inclusive of the Consortium and Project Galileo).  This may include, without
limitation, information relating to CCM’s proprietary techniques, digital
architecture, financing, personnel, marketing, pricing, sales, customer lists,
business plans and strategies, company documents and systems, and/or
commercial information with respect to the products, goals, and services of
CCM, as well as the ideas, concepts, designs, and inventions of CCM. 
Proprietary Information also includes the terms and full contents of this
Cooperation Agreement.
H. TERM
This term of this Cooperation Agreement (the “Term”) shall be for twenty-five (25)
years, commencing as of the Effective Date, and continuing until August 24, 2045
(the “Termination Date”).  The Term may be shortened or extended via a written
Addendum being executed by the legally authorized representatives of both Parties
hereto. The Parties agree that during the Term, should the Limited Power of
Attorney, as contained herein, expire under the interpretation or legislation of any
jurisdiction, then it shall be automatically/immediately renewed by the Parties in
writing, without alteration or delay.

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I. REPRESENTATIONS AND WARRANTIES
1. By the Foundation:
a. The Foundation hereby warrants and represents that within five (5)
Banking Days (Philippines) of the Effective Date, it shall have arranged
for Mr. Crutcher, and up to one additional person (with account
limitations), at CCM’s discretion, to become the sole signatory on the
Accounts at whichever custodian banks are provided by the Foundation,
with sole and unlimited powers of making deposits, initiating payments
from the Accounts, and conducting transactions utilizing the Contents,
unless he otherwise unilaterally instructs during the Term. the Foundation
will organize that Mr. Crutcher, on behalf of CCM, has full and direct
access to, and attentive service from, a senior banker assigned to each
Account by its respective custodian bank. the Foundation further warrants
and represents that said bankers will take instruction from Mr. Crutcher to
receive and process Manual Downloads of funds into the Accounts from
legitimate international investment sources, for the purpose of equity
investment into Project Galileo, the Foundation, and Trading.
b. Prince Altres, as the signatory hereto on behalf of the Foundation, hereby
represents and warrants that he is a sophisticated person, and that, in
relation to the Foundation’s assignment of rights to CCM, he:
(i) is empowered, authorized, and qualified to execute this Cooperation
Agreement;
(ii) is of legal age to execute this Cooperation Agreement, and that he is
legally and mentally competent to do so;
(iii) is knowledgeable and experienced in financial and business matters;
and
(iv) has not relied upon any statements or representations not provided
herein in entering into this Cooperation Agreement.
c. The Foundation represents and acknowledges that CCM/Mr. Crutcher may
receive substantial compensation in connection with the transfers of funds
into the Accounts, and in relation to their management of the Contents
thereof during the Term, on a global basis;
 

d. The Foundation represents and acknowledges that the statements made by

CCM, as well as the statements contained herein, may encompass
“forward-looking statements” concerning or relating to the services to be
performed by, or the deposits or revenues estimated to be received by,
CCM and its Affiliates, either directly or via third-party contractors. Such
forward-looking statements are based on the beliefs of CCM and its
Management, as well as assumptions made by and information currently
available to CCM.  These forward-looking statements are, by their nature,
subject to significant risks and uncertainties, and include, without
limitation, statements relating to CCM, its business prospects, future

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 developments, trends and conditions in various industries, strategies,
plans, objectives, and goals, its ability to raise additional financing or to
control costs, and statements relating to prices, volumes, operations, risk
management, and exchange rates.  When used herein, the words
“anticipate,” “believe,” “could,” “estimate,” “expect,” “going forward,”
“intend,” “may,” “ought to,” “plan,” “project,” “seek,” “should,” “will,”
“would,” and similar expressions, as they relate to CCM’s Management,
goals, or operations, are intended to identify forward-looking statements.
Forward-looking statements are not a guarantee of future performance or
developments. the Foundation further represents and acknowledges that
any reliance on any forward-looking statements involves known and
unknown risks and uncertainties, and that actual results and events may
differ materially from information contained in the forward-looking
statements as a result of a number of factors, including any changes in the
laws, rules, and regulations relating to any aspects of its business
operations, as well as general economic, market, and business conditions
(including capital market developments, changes or volatility in interest
rates, foreign exchange rates, and factors beyond CCM’s control). 
Accordingly, neither Prince Altres, the Foundation, nor its Board should
place reliance on any forward-looking information or statements;
e. The Foundation represents and warrants that it accepts and acknowledges
the structure of the Consortium (as represented by CCM), including its
understanding that:
(i) PGG, Empire Group, the RFO, IGSG, and L’Institut are CCM’s
affiliates (and are referred to herein as its “Affiliates”);
(ii) The Empire Trust (Seychelles) is the main equity holder in the
holding companies of PGG, Empire Group, the RFO, and IGSG, as
well as the controlling entity of L’Institut;
(iii) Mr. Crutcher is appointed as the Group Chairman, the Chairman of
the Board, a Board Member of the Board of Directors, and a
Corporate Officer of the General Partner Companies of: CCM;
Empire Group; the RFO; and IGSG. He is also the Chairman of the
Board of L’Institut (in formation). He therefore is or will effectively
be in control of all Holding Entities of all five (5) Consortium
Member Organizations, which circumstance may change from time
to time; and
(iv) Mr. Crutcher further serves or will serve as the controlling
Chairman, Director, and Corporate Officer of all other Consortium
Member Entities (the subsidiaries of each Holding Entity), on a
global basis, which circumstance may also change from time to time.
f. The Foundation represents, acknowledges, and accepts that CCM shall have
unfettered business judgment in executing its obligations under this
Cooperation Agreement, and that it shall not require the prior approval of

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 the Foundation, or of any other person or entity on its behalf, to perform
its duties under this Cooperation Agreement.
g. The Foundation represents and acknowledges that CCM and its Affiliates
cannot adequately perform their services for him or the Foundation unless
it (the Foundation) diligently performs its responsibilities under this
Cooperation Agreement.  CCM shall not be required to verify any
information obtained from the Foundation or its attorney(s), accountant(s),
or other professional advisors, and is expressly authorized to rely thereon.
h. The Foundation represents and acknowledges that the services to be
provided to it by CCM under this Cooperation Agreement do not include
financial planning, or any other services not described in this Cooperation
Agreement.
2. By CCM:
a. With respect to the tax consequences of CCM’s management of the
Accounts, CCM will account for and pay for all taxes potentially owing in
the Philippines (on behalf of the Foundation) related to any and all Initial
Proceeds or profits from any commercial operations to be received into
said Accounts, occurring after the Effective Date and throughout the
duration of the Term, so that the Foundation is expected to be without tax
liability with regard to the funds arriving to the Accounts.
b. CCM represents and warrants that it will use its best commercial efforts to
perform its obligations under this Cooperation Agreement, in the interest
of achieving the funding, and commercial, humanitarian, and
environmental goals, of Project Galileo and the Foundation.
J. LIMITATIONS OF LIABILITY
1. No Personnel of CCM or its Affiliates (including any person or entity acting for
or on behalf of CCM or its Affiliates) shall be liable for any mistakes of fact,
errors of judgment, or losses sustained by Prince Altres or the Foundation, or
any affiliate of Prince Altres or the Foundation, or for any acts or omissions of
any kind (including acts or omissions of CCM) (except to the extent caused by
intentional gross misconduct of CCM as determined in a final order by an
arbitrator in relation to separately contracted services as described in Section
“F” – “3” hereinabove).
   

2. In no event will CCM, or any individual Personnel of CCM, be liable to Prince

Altres or the Foundation for any indirect, special, incidental, or consequential
damages, including lost profits or savings, whether or not such damages are
foreseeable, or in respect of any liabilities relating to any third-party claims
(whether based in contract, tort, or otherwise), other than for claims relating to
the services which may be provided by CCM or its affiliates via separate
contract (as described in Section “F” – “3” hereinabove).
3. CCM shall not be liable for any failures arising from Prince Altres or the
Foundation’s negligence, or failure to fulfill bank requests, including, without

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 limitation, the failure of Prince Altres or any other Board Member of the
Foundation to travel in person to become a signatory on any bank account
(either an Account or a Receiving Account).  CCM shall have no liability
arising from any bank’s rejection of such application(s) for banking facilities on
behalf of CCM, its Affiliates, or Mr. Crutcher.
4. Prince Altres and the Foundation hereby waive any and all defenses which may
be available to them to contest, negate, or disaffirm the actions of Mr. Crutcher
taken in good faith under the Limited Power of Attorney as set forth in Section
“B” hereinabove.  In the event that a valid arbitrator determines that this
Limited Power of Attorney has been or becomes terminated, duly revoked, or
invalid, then any exercise of the powers of the Limited Power of Attorney by
Mr. Crutcher, as detailed herein, following such termination, revocation, or
invalidity, shall be valid and binding as between Prince Altres/the Foundation
(or the estate of Prince Altres), and any person, including Mr. Crutcher, who
acted in good faith and without knowledge of the termination, revocation, or
invalidity.
5. The Foundation hereby releases CCM from any and all liability of any kind that
may arise in consequence of any act or omission of CCM, so long as CCM
exercises its authority hereunder in good faith.
 

K. INDEMNIFICATION
1. the Foundation shall defend, indemnify, and hold harmless CCM (and its
present and future Officers, Directors, Affiliates, Employees, and Agents of any
of the companies comprising it or its Affiliates, including Mr. Crutcher
(individually)—collectively:  the “Indemnified Parties”) from and against any
and all suits, actions, penalties, damages, losses, liabilities, costs (including,
without limitation, attorneys’ fees), and judgments concerning, arising from, or
in connection with any third-party claim relating to:
a. CCM’s performance of services under this Cooperation Agreement; and/or
b. Prince Altres/the Foundation, in any way; and/or
c. as a result of, or in connection with, any breach by Prince Altres/the
Foundation of any of their representations or warranties as set forth in this
Cooperation Agreement; and/or
d. arising as a result of, or in connection with, the Prince Altres’/the
Foundation’s performance or requirements under this Cooperation
Agreement.
  

2. CCM, as the Party to be indemnified hereunder, shall:

a. promptly notify the Foundation in writing of any indemnifiable claim, and
give it the opportunity to defend or negotiate a settlement of the claim at
its expense; and
b. cooperate fully with the Foundation, at said Foundation’s expense, in
defending or settling the claim. Notwithstanding the foregoing sentence,

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 CCM (as the party being indemnified) may participate, at its own expense,
in any proceedings or negotiations related to such defense or settlement,
together with its own counsel, provided that such counsel does not
interfere with the defense of any claim.
3. The Foundation further agrees to reimburse the Indemnified Parties, on a
monthly basis, for any legal fees, expenses, and costs related to defending any
action or investigation related to or concerning this Cooperation Agreement, or
the performance of services pursuant to this Cooperation Agreement, subject to
an undertaking from such Indemnified Party to repay the Foundation if such
Indemnified Party is determined not to be entitled to such indemnity.
L. MODIFICATION AND WAIVER
1. No failure, delay, or other course of conduct on the part of either Party in
exercising any right, power, or remedy under this Cooperation Agreement shall
operate as a waiver of such right, power, or remedy, nor shall any single or
partial exercise of any such right, power, or remedy preclude any other right,
power, or remedy.
  

2. Unless otherwise specified, any amendment, supplement, or modification of or

to any provision of this Cooperation Agreement, any waiver of any provision of
this Cooperation Agreement, and any consent to any departure by the Parties
from the terms of this Cooperation Agreement, shall be effective only if it is
made or given in writing (in the form of a published document or written
instrument, and not of electronic mail), and signed by authorized signatories
from both Parties.
M. ARBITRATION / DISPUTE RESOLUTION
1. The Parties agree that as the first step in dispute resolution, they shall mutually
enter into exclusive and binding arbitration, conducted in the English language,
in The International Court of Arbitration of the International Chamber of
Commerce, in Paris, France (the “ICC”), to be conducted by a panel of three (3)
arbitrators (each Party selects 1 arbitrator, and the third arbitrator shall be
selected by mutual consent of the Parties). The ICC shall be the sole and
exclusive method and forum for any and all disputes (including disputes about
the arbitrability of disputes) which may arise between the Foundation and CCM
(or Mr. Crutcher), and any dispute or claim arising out of or in connection with
this Cooperation Agreement, or its subject matter, or formation (including non-
contractual disputes or claims), until such time as when the “Virtual Arbitration
Forum™” of Project Galileo’s Virtual City of Science™ is instituted.
  

2. This Cooperation Agreement, and any dispute or claim arising out of or in

connection with it, or its subject matter, or formation (including non-contractual
disputes or claims), shall be procedurally governed in accordance with the laws
of the ICC Rules (the “Rules”).  The procedural law of any dispute between the
Parties shall be governed by said Rules, and the substantive law under which the
Rules shall be applied (such as for contract interpretation, or the law of limited
partnerships) shall be that of the British Virgin Islands (the “BVI”).

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 3. Each Party consents and agrees that Project Galileo’s Virtual Arbitration
Forum™, once instituted, shall be the sole and exclusive arbitration forum and
venue of any dispute or claim arising out of or in connection with this
Cooperation Agreement, or its subject matter, or formation (including non-
contractual disputes or claims), applying its own rules of procedure, conducted
in the English Language.
 

4. The Foundation consents to the jurisdiction of the ICC, and subsequently

exclusively to the jurisdiction of Project Galileo’s Virtual Arbitration Forum™
(from the time it is instituted). 
 

5. Notwithstanding the foregoing, except with respect to enforcing claims for

injunctive relief, any dispute, claim, or controversy arising out of or relating in
any way to: (a) this Cooperation Agreement; (b) any other aspect of the
relationship hereunder between the Foundation and: CCM; and/or any of the
institutions that it represents; and/or Mr. Crutcher; or (c) the interpretation,
application, enforcement, breach, termination, or validity hereof (including,
without limitation, any claim of inducement of this Cooperation Agreement by
fraud, and a determination of the scope or applicability of this Cooperation
Agreement to arbitrate), shall be determined by binding arbitration pursuant to
this Section “M.”
6. Any arbitration shall initially be held in Paris, France, and it shall be conducted
in the English Language. Once the Virtual Arbitration Forum™ is implemented
by CCM, then the Arbitration may be conducted by the Parties online, in any
global location where they are currently situated.
  

7. The Parties (and their respective counsel) shall maintain the confidential nature
of the arbitration proceedings, and any award, and including the hearing itself,
except as may be necessary to prepare for or conduct any arbitration hearing on
the merits of the proceedings.
8. The arbitrators (in either future jurisdiction) shall have the exclusive authority to
award compensatory damages only, and shall not be entitled to award any
punitive or exemplary damages, and the Parties hereby waive any right to
recover such damages.  Judgment on any award resulting from arbitration may
be entered in any court of competent jurisdiction. 
9. The Parties agree, pursuant to Article 30(2)(b) of the Rules, that the “Expedited
Procedure Rules” (a sub-set of the Rules) shall only apply when the amount in
dispute does not exceed fifty thousand United States Dollars ($50,000.00 USD)
at the time of the communication referred to in Article 1(3) of the Expedited
Procedure Rules.
10. Each Party to this Cooperation Agreement hereby waives all rights to proceed in
a court of law, and further waives all rights to a trial by jury in any action, suit,
or proceeding brought to resolve any dispute between either of the Parties
hereto, whether arising in contract, tort, or otherwise, or arising out of,
connected with, related to, or incidental to this Cooperation Agreement, the

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 transactions contemplated hereby, and/or the relationships established between
the Parties hereunder.
  

11. The Foundation and Prince Altres hereby waive jurisdiction by or in The
Philippines, and no claims or disputes of any kind may be submitted to any
Barangay Courts or other Filipino Courts.

N. GOVERNING LAW AND VENUE

1. This Cooperation Agreement, and all ancillary documents, shall be
substantively construed in accordance with the internal laws of the BVI,
excluding its conflicts of law rules.
  

2. Each Party waives personal service, and waives the personal service
requirements of the Hague Convention, and all other rules and laws concerning
personal service of process.
 

3. Each Party consents to service of process by first class certified mail, to the
address at which the Party is to receive Notice under this Cooperation
Agreement.
4. Each Party consents to the jurisdiction of the venue of the ICC Arbitration
Forum specified in Section N (Arbitration / Dispute Resolution) hereinabove,
until such time as Project Galileo’s Virtual Arbitration Forum™ is launched.
O. SEVERABILITY
If any Section, Clause, Provision, Paragraph, Term, or Condition of this Cooperation
Agreement is determined to be illegal or unenforceable for any reason, that Section,
Clause, Provision, Paragraph, Term, or Condition will be limited or eliminated to the
minimum extent necessary so that the remaining Sections, Clauses, Provisions,
Paragraphs, Terms, or Conditions in this Cooperation Agreement will remain in full
force and effect, and completely enforceable.
P. ASSIGNMENT
Neither Party may assign its role or obligations as per this Cooperation Agreement to
any other party, except via obtaining the prior written consent of the other Party, upon
which said act of assignment shall be incorporated into this Cooperation Agreement.
Q. FORCE MAJEURE CIRCUMSTANCES
In the event that either Party is prevented from performing, or is unable to perform,
any of its obligations under this Cooperation Agreement, other than obligations
provided herein under “Section Q – Survival” below, due to any decrees of
government or military bodies, fires, casualties, floods, earthquakes, volcanic
eruptions, typhoons, wars, epidemics, destruction of production facilities, riots, or
insurrections (except to the extent that such failure was caused by the Party invoking
this Section), or any other cause beyond the reasonable control of such Party
(collectively: “Force Majeure Circumstances”), and if such Party shall have used
its commercially reasonable efforts to mitigate the effects of said Force Majeure

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 Circumstances, and if such Party shall have given prompt written Notice to the other
Party, then its performance shall be excused, and the time for the performance shall
be extended for the period of delay or inability to perform due to such Force Majeure
Circumstances.  Regardless of the reason or excuse used to invoke Force Majeure
Circumstances, if the notifying Party is not able to perform within ninety (90)
calendar days after such event, then the other Party may terminate this Cooperation
Agreement.  During any period of delayed or suspended performance by the
Foundation hereunder, the Consortium’s obligations shall also be suspended. It is
noted by both Parties that this Cooperation Agreement’s Effective Date is during a
period of global challenges created by the pandemic of Covid-19, which has caused
Philippine banking hours to be limited, as well as the imposition of Barangay-based
travel limitations, plus other impediments to commerce. The Parties have been able
to carry forward to execute this Cooperation Agreement and carry out their
contractual obligations, despite these challenges, to-date, and therefore the
inconveniences caused by Covid-19 shall not, for the moment, be classified as Force
Majeure Circumstances.
R. LEGAL FEES / LEGAL EXPENSES
The prevailing Party in any action arising out of or relating to this Cooperation
Agreement shall be entitled to reimbursement of its reasonable attorneys’ fees, court
costs, and other legal expenses from the other Party, arising from any such action.
S. NOTICES
1. Address of Record: Each Party’s address of record for notices to the other
Party (“Notices”) shall be defined as the address provided by it on the Signature
Page hereto.  Any change of address of either Party must be provided to the
other Party via delivery of a Notice (a written instrument), in accordance with
the written notice provisions herein.
2. Conveyance of Notice: Except as otherwise expressly stated in this
Cooperation Agreement, all Notices, consents, and other communications under
or regarding this Cooperation Agreement shall be in writing (not an electronic
message or e-mail), and shall be deemed to have been received on the earlier
date of actual receipt, the third Banking Day (Philippines) after being mailed via
First Class Certified Air Mail, or on the first Banking Day (Philippines) after
being sent by FedEx, UPS, or DHL overnight delivery.  Any Notice must, in
addition to the signed written original sent by one of the foregoing methods,
also be sent by electronic mail as a .pdf attachment.
T. SURVIVAL
The following Sections of this Cooperation Agreement will survive termination:
 Section B – IRREVOCABLE GRANTING OF LIMITED POWER OF
ATTORNEY WITH RESPECT TO THE CONTENTS;
 Section G – CONFIDENTIALITY AND NON-DISCLOSURE;
 Section H – TERM; 

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  Section I – REPRESENTATIONS AND WARRANTIES;
 Section J – LIMITATIONS OF LIABILITY;
 Section K – INDEMNIFICATION;
 Section L – MODIFICATION AND WAIVER;
 Section M – ARBITRATION / DISPUTE RESOLUTION; 
 Section N – GOVERNING LAW AND VENUE;
 Section O – SEVERABILITY;
 Section P – ASSIGNMENT;
 Section Q – FORCE MAJEURE CIRCUMSTANCES;
 Section R – LEGAL FEES / LEGAL EXPENSES;
 Section S – NOTICES;
 Section T – SURVIVAL;
 Section U – AUTHORITY AND COUNTERPARTS; and
 Section V – ENTIRE AGREEMENT.
U. AUTHORITY AND COUNTERPARTS.
1. Authority:  Each Party and signatory hereto is duly authorized, and has all the
requisite power and authority, to legally enter into this Cooperation Agreement,
and to perform its obligations herein, and warrants that this Cooperation
Agreement is duly authorized, executed, and delivered by it, and that said
Cooperation Agreement constitutes a valid and binding obligation, enforceable
against it in accordance with the terms herein.
  

2. Counterparts: This Cooperation Agreement may be executed in one or more

counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument. 
3. Clear Understanding of the Terms of this Cooperation Agreement: Each
Party and each signatory hereto acknowledges that he, she, or it has individually
and/or collectively read this Cooperation Agreement, has consulted with legal
counsel or advisors, and has fully understood this Cooperation Agreement and
all of the terms herein, as stated in the English Language.
V. ENTIRE AGREEMENT
The Parties acknowledge that this Cooperation Agreement is a complete and
exclusive statement of agreement and understanding between them, which supersedes
all previous proposals, whether oral or written, relating to the subject matter herein.

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IN WITNESS WHEREOF, the Parties hereto have caused this Cooperation Agreement to be
executed and delivered, as of the Effective Date, and hereby agree to fully abide by and adhere to it:

Signed by and on behalf of CCM: Signed by and on behalf of the Foundation:

By:  _______________________________ By:  _________________________________

Christopher Wolf Crutcher
General Partner
Passport No. 546151549 (U.S.A.)
individually and as General Partner of
Crutcher Capital Management
Prince Altres Cabrera de Dios
Overall Chairman/President
Driver’s License No. C09-12-006062
(Philippines)
individually and as the Legally Authorized
Signatory for Philippines Recaneli Mother
International Foundation The Voice for Global
Solutions on Poverty Inc.

By:  _______________________________ ADDRESS FOR NOTICE:

Judith Wolf Crutcher 0306 National Highway, Mangan-Vaca, Subic,
General Partner Zambales 2209, Philippines
Passport No. 541832142 (U.S.A.)
individually and as General Partner of
Crutcher Capital Management

ADDRESS FOR NOTICE:

150 Santa Ana Avenue, St. Francis Wood
San Francisco, California 94127, U.S.A.

Grant of Power of Attorney Witness: Signature of Prince Altres Cabrera de Dios, on

behalf of Philippines Recaneli Mother
Witnessed by: International Foundation The Voice for Global
Solutions on Poverty Inc., as Grantor of
Limited Power of Attorney to Mr. Crutcher:

__________________________________
Name of Witness:
Liezl Ibojos Consolacion
Occupation: International Analyst, Flying By:  _________________________________
Staff, Empire Wealth Management L.P. Prince Altres Cabrera de Dios
(BVI) Overall Chairman/President
Witness’ Legal Address: 34 Democracia
Street, Jaro, Iloilo City 5000, Iloilo
Province, Philippines

Page 19 of 21
 Signed in the Presence of:

__________________________ and __________________________

ACKNOWLEDGEMENT

Republic of the Philippines)

City of Iloilo )S.S.
x- - - - - - - - - - - - - - - - - - -x

BEFORE ME, a notary public in the City and Province of Iloilo, personally appeared:

1.) Christopher Wolf Crutcher, married but legally separated, of legal age,
American, and resident of 150 Santa Ana Avenue, St. Francis Wood, San
Francisco, California 94127, USA, presented his United States of America
Passport with number 546151549 as competent evidence of his identity and also
personally presented the following:

a) The Articles of Partnership of Project Galileo L.P.;

b) Certificate of Limited Partnership of Project Galileo L.P. under
No. 1473 issued by the Financial Services Commission of the
British Virgin Islands;
c) Limited Partnership Agreement of Empire Wealth Management
L.P.;
d) Certificate of Registration of Empire Wealth Management L.P.
under File No. L122 issued by the Registrar of Companies of the
Republic of Mauritius
e) Limited Partnership Agreement of Crutcher Capital L.P.;
f) Certificate of Registration of Crutcher Capital L.P. under No.
1751 issued by the Financial Services Commission of the British
Virgin Islands;
g) Limited Partnership Agreement of Majestic Security L.P.;
h) Certificate of Registration of Majestic Security L.P. under No.
1752 issued by the Financial Services Commission of the British
Virgin Islands;
i) Partnership Agreement of Crutcher Capital Management.

As evidence that Christopher Wolf Crutcher has authority and that he has controlling
interest over the above-enumerated partnerships and is empowered to represent them
and sign on their behalf.

2.) Prince Altres Cabrera de Dios, single, of legal age, Filipino and a resident of
0306 National Highway, Mangan-Vaca, Subic, Zambales 2209, Philippines,
presented his Driver’s License with No. C09-12-006062 as competent evidence of
his identity and also presented the Secretary’s Certificate of Maria Luisa Malata
Co attesting the existence and due execution of Board Resolution No. 43 series
of August 25, 2020 and Board Resolution No. 1A series of August 25, 2020, of

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 Philippines Recaneli Mother International Foundation The Voice for Global
0Solutions on Poverty Inc., as evidence that Prince Altres Cabrera de Dios is
the President of said corporation and has authority to sign on its behalf.

3.) Liezl Ibojos Consolacion, married, of legal age, Filipino and a resident of
Barangay San Roque, Democracia Street, Jaro, Iloilo City, Philippines, presented
her Driver’s License with No. F03-03-205642 as competent evidence of her
identity.

Known to me and to me known to be the same persons who executed the foregoing
instrument and they acknowledged to me that the same is their own free and voluntary act and
deed.

This instrument which treats of a Cooperation Agreement consisting of twenty one (21)
pages including this page where the acknowledgement is written, has been signed by the parties
and their instrumental witnesses on each and every page hereof and sealed with my notarial seal.

WITNESS MY HAND AND SEAL this ___________________ in the City of Iloilo,

Philippines.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2020

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