13 September 2023

KAPPER INDUSTRIES CORPORATION

132-A J.Borromeo and Sons Bldg
F. Ramos Street
Cebu City

Attn: Candice Capiral-De Guzman

Re: Proposal for Legal Retainership/Consultancy

Gentlemen:

I have the honor to propose and/or confirm the following retainership

agreement with your company.

SCOPE OF RETAINERSHIP

1. The retainership contract covers all services in the nature of consultation,

advice, review of contracts and other documents, rendering opinions,
notarization and all like legal services which are required in the ordinary
course of your business. The services include legal consultation and advice
in formulating and enforcing employment benefits, code of discipline, and
employment policies for your company. Written opinions rendered on matters
affecting the business and operations shall be subject to confirmations.

2. The retainership shall include notarial services in the ordinary course of

business of your company. CLIENT documents shall be notarized
free of charge. However, documents requiring the
participation and signature of a party other than the CLIENT shall be subject
to fees or charge;

3. Monthly retainer’s fee of P15, 000.00 shall be payable in advance on or

before the 5th day of each month. This amount shall be subject to such
adjustment as may be mutually agreed upon by us after a review of our
engagement, taking into account the volume and nature of service rendered
and the complexities of the legal problems referred.

4. All services required other than those noted above, such as handling of cases
or appearances before legislative, judicial or administrative bodies or
officials, as well as extraordinary legal services shall be subject to
 separate fees at reasonable rates that effectively considers our existing
retainership.

5. Ordinary out-of-pocket expenses such as mailing charges, reproduction of

documents, per diems, transportation and accommodation expenses incurred
in undertaking work of your office, as well as special out-of-pocket expenses
your office may authorize our office to incur (which shall always be cleared
with you in advance) shall be for your account.

6. In case any matter should arise between your goodselves and another client
by virtue of which the undersigned might have a conflict of interest under the
Code of Legal Ethics which binds all lawyers, we reserve the right to inhibit
from representing you and/or our other client insofar as that particular
matter is concerned.

7. Should you agree to the foregoing, please indicate your acceptance on the
space provided below and return a signed duplicate of this letter.

Very truly yours,

CHRISTINA ANGELI C. ESPINA-ABELLANA

Conforme: