Electronically Filed by Superior Court of California, County of Orange, 06/25/2021 04:37:54 PM.

30-2021-01207553-CU-BC-CJC - ROA # 2 - DAVID H. YAMASAKI, Clerk of the Court By Mauricio Luna, Deputy Clerk.

1 VIRGINIA L. PRICE, ESQ. (Bar No. 204293)

pricev@pricepelletier.com
2 KATHRYN M. LOW, ESQ. (Bar No. 293193)
lowk@pricepelletier.com
3 PRICE PELLETIER, LLP
530 B Street, Suite 1310
4 San Diego, CA 92101
TEL: 619.349.5200
5 FAX: 619.349.5225

6 JUDD BURSTEIN, ESQ. (Pro Hac Vice to be submitted)

jburstein@burlaw.com
7 PETER B. SCHALK, ESQ. (Pro Hac Vice to be submitted)
pschalk@burlaw.com
8 STEVEN N. GORDON, ESQ. (Pro Hac Vice to be submitted)
sgordon@burlaw.com
9 JUDD BURSTEIN, P.C.
260 Madison Avenue, 15th Floor
10 New York, NY 10016
TEL: 212.974.2400
11 FAX: 212.974.2944

12 Attorneys for Plaintiff

PARADIGM SPORTS MANAGEMENT, LLC
13

14 SUPERIOR COURT OF CALIFORNIA, COUNTY OF ORANGE

15

16 PARADIGM SPORTS MANAGEMENT, CASE NO.

LLC,
17
Plaintiff, COMPLAINT FOR:
18
v. (1) Breach of Contract;
19
EMMANUEL DAPIDRAN PACQUIAO; (2) Breach of the Implied Covenant of Good
20 and DOES 1-50, inclusive, Faith and Fair Dealing;

21 Defendants. (3) Unjust Enrichment; and,

22 (4) Declaratory Relief

23

24
Plaintiff PARADIGM SPORTS MANAGEMENT, LLC (“Plaintiff” or “Paradigm”), by its
25
attorneys, as and for its Complaint, alleges as follows as against Defendant EMMANUEL
26

27 DAPIDRAN PACQUIAO (“Defendant” or “Pacquiao”):

28 ///
1
COMPLAINT
 1 NATURE OF THE ACTION

2 1. Paradigm is one of the premiere companies that, among other things, manages all

3 aspects of professional athletes’ careers. While Paradigm specializes in combat sports such as

4 mixed martial arts (“MMA”), as well as soccer and football, it had not represented traditional

5 boxers until it established a professional relationship with Pacquiao. Pacquiao, one of the most

6 celebrated prize fighters in the history of the sport, is in the twilight of his career and seeking to

7 take full economic advantage of his last fights. The parties formed what should have been an

8 extraordinary, mutually beneficial business relationship. For his part, Pacquiao would get the

9 best possible fights, sponsorships, and media deals available to maximize his income while

10 further cementing his legacy in the sport. In addition to earning millions of dollars, Paradigm

11 stood to benefit immeasurably by making a major statement as a new player in professional

12 boxing. Indeed, by the time Pacquiao egregiously violated Paradigm’s contractual rights, it was

13 already benefitting from the relationship by signing another premiere boxer and actively working

14 to sign other marquee names in the sport.

15 2. However, various Pacquiao hangers-on repeatedly undermined Paradigm’s negotiating

16 position by publicly claiming to represent Pacquiao’s interests. In response, Paradigm and

17 Pacquiao entered into a series of agreements ostensibly to allow Paradigm to effectively represent

18 him by confirming its authority to do so, and renouncing the interlopers. But Pacquiao never

19 honored his contractual obligations to explicitly confirm the rights he repeatedly granted to

20 Paradigm in writing. Pacquiao did this despite accepting and refusing to return an advance of

21 $3.3 million.

22 3. In a final betrayal, and in complete violation of Paradigm’s exclusive rights, Pacquiao

23 himself announced a fight with Errol Spence Jr. for August 21, 2021, at the MGM Grand in Las

24 Vegas. In addition to the millions of dollars in straightforward economic loss that Paradigm

25 stands to suffer, the damage to its reputation resulting from Pacquiao’s breaches is incalculable.

26 Just when Paradigm was at the cusp of establishing itself as a major player in professional boxing,

27 Pacquiao has left its reputation as a boxing representative in tatters. If Pacquiao’s breaches go

28 unanswered, the damage to Paradigm’s reputation will be irrevocable. Indeed, fighters have
2
COMPLAINT
 1 already walked away from Paradigm.

2 JURISDICTION AND VENUE

3 4. This Court has jurisdiction over this matter because the Defendant expressly waived

4 an otherwise applicable arbitration provision. In this regard, the American Arbitration

5 Association (“AAA”) originally had jurisdiction over this action pursuant to an Amended

6 Partnership Agreement, dated October 11, 2020, which specifies that all disputes, controversies,

7 or counterclaims arising under and relating to the Agreement shall be arbitrated by a single AAA

8 arbitrator, who has extensive experience in the field of sports, and upon whom both Parties agree.

9 (See Exhibit A hereto, a true and accurate copy of the Amended Partnership Agreement, which is

10 incorporated herein by reference, at § 28). Pursuant to the Amended Partnership Agreement,

11 venue for the arbitration is solely proper in Orange County, California. (Id., at § 25).

12 5. Based upon these contractual provisions, counsel for Plaintiff commenced an

13 arbitration proceeding before AAA on June 15, 2021. Defendant then appeared through counsel,

14 but at a June 24, 2021 conference with a AAA representative, Defendant’s attorneys denied that

15 AAA had jurisdiction over this dispute. Plaintiff’s attorney then sent a written confirmation of

16 this waiver, which Defendant’s attorneys never disputed. (A true and accurate copy of this

17 written confirmation is annexed hereto as Exhibit B).

18 6. Pursuant to Paragraph 25 of the Amended Partnership Agreement, any litigation

19 between the Parties concerning the Agreement must be filed in Orange County, California.

20 Paragraph 25 also provides that (a) Pacquiao consents to the personal jurisdiction of the

21 California courts and (b) all disputes shall be governed by California law.

22 PARTIES
23 7. Paradigm is a limited liability company organized under the laws of the State of

24 California, and a registered Sports Agency in the State of California. Audie Attar (“Attar”)

25 founded Paradigm in 2009, and he remains its Chief Executive Officer (“CEO”) to this day.

26 Paradigm has developed a sterling reputation for providing top-quality representation to its

27 athletes in the sports of MMA, wrestling, kickboxing, soccer, and football. In particular,

28 Paradigm has earned a position as the preeminent agent for MMA fighters in the Ultimate
3
COMPLAINT
 1 Fighting Champion (“UFC”), representing current and former UFC Champions and megastars

2 such as Conor McGregor and Israel Adesanya, among others.

3 8. Pacquaio resides in, and is a citizen of, the Republic of the Philippines. Commonly

4 known as Manny Pacquaio, and with a ring alias of the Pac-Man, Defendant has been a

5 professional prize fighter for over 25 years, and is considered one of the greatest boxers of all

6 time. Pacquiao, who is the only eight-division world champion in the history of the sport, has

7 won twelve (12) major world titles, and boasts a career record of 67 wins, 7 losses, and 2 draws.

8 In addition to being a world-famous prize fighter, Pacquiao is a Senator in the Philippines, and he

9 is the Country’s foremost celebrity. While his talent in the ring is undeniable, Pacquiao has a

10 checkered financial past, and has been plagued by allegations of tax evasion and unethical

11 business practices.

12 FACTS RELEVANT TO ALL CLAIMS FOR RELIEF

13 9. In November 2019, Paradigm representatives were personally introduced to Pacquiao

14 by his inner-circle, consisting of business manager Arnold Vegafria, Attorney Illdebrando

15 Viernesto, and Business Associate Rafhael “Ping” Nepomuceno. While Paradigm had not

16 represented traditional boxers before Pacquiao, Paradigm knew that its business savvy, along with

17 its media and professional contacts, would enable it to help Pacquiao make the most of the

18 remainder of his career – just as Paradigm has helped Conor McGregor become one of the highest

19 paid UFC fighters. Out of respect for Pacquiao, Paradigm CEO Attar and agent and attorney Jordan

20 Lee (“Lee”) traveled to the Philippines to gauge his interest in working with Paradigm.

21 10. In or around February 2020, Paradigm was informed that Pacquiao wanted to partner

22 with it to manage the final years of his boxing career and handle his commercial endeavors.

23 Accordingly, Attar and Lee traveled once again to the Philippines to meet in person with Pacquiao.

24 11. Following negotiations with Pacquiao and his team, on February 8, 2020, the parties

25 entered into a partnership agreement (the “Original Agreement”). (A true and accurate copy of the

26 Original Agreement is annexed hereto as Exhibit C and incorporated herein by reference).

27 Pursuant to the Original Agreement, Paradigm became, inter alia, Pacquiao’s “[e]xclusive

28 worldwide partner with respect to the procurement, negotiation, execution, and management of all
4
COMPLAINT
 1 employment, opportunities, agreements, and the like for [Defendant’s] professional fighting and

2 promotion services with foreign and domestic professional fighting organizations[.]” (Id., at § 1(i)).

3 12. Subject to limitations that are not applicable here, Section 12 of the Original Agreement

4 also granted Paradigm, inter alia, exclusive rights to Pacquiao’s Marketing Contracts, Commercial

5 Opportunities, and Entertainment Opportunities (as defined therein). In addition, Pacquiao granted

6 Paradigm all rights to certain copyrights, patents, trade secrets and other intellectual property rights

7 associated with “any ideas, concepts, techniques, inventions, processes, works of authorship, audio

8 and video content, Confidential Information or trade secrets” that is/are developed or conceived of

9 by Paradigm during the contract term. (Id., at § 12).

10 13. Section 15 of the Original Agreement1 provides that, during the Term of the Agreement

11 (as defined therein), Pacquiao agreed “not to engage” any person or entity to act on his behalf in

12 any way which would conflict with Paradigm’s representation, and to advise of and immediately

13 forward all inquiries and requests for his services to Paradigm. Pacquiao also warranted that he “is

14 not a party to any other agreement or contract, whether written, oral or implied, that may conflict

15 with this Agreement, with the exception of his outstanding agreement with his local team in the

16 Philippines.” (Exhibit A hereto at § 15).

17 14. For its services, pursuant to the Original Agreement, Paradigm was entitled to receive,

18 inter alia, “[t]en Percent (10%) of [Pacquiao’s] Total Income Received [a defined term] from all

19 Fight Contracts,” and “[t]wenty Percent (20%) of the Total Income Received derived from

20 [Marketing, Commercial, and Media Contracts],” respectively. (Id., at § 5(i)-(ii)).

21 15. Within days of signing the Original Agreement, Paradigm was working with John

22 Skipper of DAZN (“DAZN”) and Eddie Hearn (“Hearn”) of Matchroom Boxing on a remarkable

23 4-fight deal for Pacquiao worth at least $100 million, including a $20 million signing bonus. Two

24 of the four fights would be held in Saudi Arabia, the first of which would be against Mikey Garcia

25 in June or July 2020.

26 16. However, before Paradigm could reduce any of the terms of the deal to writing,

27
1
This clause corresponds to Section 18 of the Amended Agreement as previously defined.
28
5
COMPLAINT
 1 Pacquiao’s associates, Sean Gibbons (“Gibbons”), Winchell Campos (“Campos”), and attorney

2 Tom Falgui (“Falgui”), interfered with Paradigm’s rights by publicly claiming to be Pacquiao’s

3 authorized representatives. These individuals proceeded to attempt to negotiate a separate fight

4 contract with Hearn, through the Saudi Crown Prince Khaled Bin Abdulaziz (“Prince Khaled Bin

5 Abdulaziz”), and Omar Khalil of Skill Challenge Entertainment (“Skill Challenge”). Upon

6 information and belief, which is based in part upon the facts that (a) Gibbons, Campos, and Falgui

7 were associates of Pacquiao who would not act without his approval, and (b) that Pacquiao refused

8 to publicly denounce their interference and confirm Paradigm’s authority, they acted at Pacquiao’s

9 direction in violation of Paradigm’s contractual right to exclusivity.

10 17. Paradigm sought Pacquiao’s assistance to curb this obstruction and specifically

11 requested that he issue a public statement acknowledging Paradigm as his sole representative and/or

12 denouncing the representations of Gibbons, Campos, and Falgui. But Pacquiao failed to issue any

13 such statement, further supporting Paradigm’s information and belief that Gibbons, Campos, and

14 Falgui were acting at his direction.

15 18. Far from ceasing to publicly interfere with Paradigm’s rights, Pacquiao’s associates

16 began to publicly make the frivolous claim that Pacquiao owed a fight to the Premier Boxing

17 Championships (“PBC”). This assertion was demonstrably false, and indeed prior to entering into

18 the Original Agreement, Paradigm’s due diligence confirmed that PBC only had an option for

19 Pacquao’s next fight if it was against Floyd Mayweather.

20 19. In letters dated February 25, 2020, to Gibbons, Campos, and Falgui, respectively,

21 Paradigm demanded that they, among other things, cease and desist their interference with

22 Paradigm’s rights of exclusive representation. (True and accurate copies of the cease and desist

23 letters are annexed hereto as Exhibit D and incorporated herein by reference).

24 20. Despite this interference, Paradigm continued in good faith to work to finalize a multi-

25 fight deal for Pacquiao by negotiating with Hearn, DAZN, and Skill Challenge. But as was to be

26 expected, Paradigm’s negotiating position was completely undermined by the public statements of

27 Gibbons, Campos, and Falgui, which Pacquiao had failed to rebut. As a result, Hearn and Skill

28 Challenge would only offer Pacquiao a one-fight deal worth $25 million. Nevertheless, Attar was
6
COMPLAINT
 1 able to re-engage discussions for a two-fight deal worth $50 million at $25 million per fight, and

2 with a potential $10 million signing bonus.

3 21. Incomprehensibly, Gibbons, Campos and Falgui approached Hearn and Skill Challenge

4 and completely undercut Paradigm’s negotiations on behalf of Pacquiao by underpricing his next

5 fight by $5 million. Yet, Pacquiao still said nothing, thereby consenting through his continued

6 silence to these repeated violations of Paradigm’s rights – not to mention the complete derailment

7 of its efforts to get Pacquiao the best deal possible.

8 22. In early March 2020, after Pacquiao’s associates had repeatedly interfered with

9 Paradigm’s efforts on his behalf, Pacquiao asked that Paradigm step aside and let Gibbons, Campos,

10 and Falgui negotiate one $50 million fight with Hearn, DAZN and Skill Challenge. In what would

11 be a clear violation of Paradigm’s rights under the Original Agreement, Pacquiao requested that

12 Paradigm issue a formal letter indicating its consent to this arrangement.

13 23. In an effort to salvage the relationship, and despite Pacquiao’s violation of Paradigm’s

14 rights and his apparent bad faith, Paradigm complied with the request in good faith. As was

15 reasonable given the circumstances, Paradigm sought several conditions precedent, including, inter

16 alia, that: (a) the Original Agreement would be amended to delete the condition requiring Paradigm

17 to negotiate and close a fight deal within 60 days of execution, (b) that Pacquiao publicly

18 acknowledge his partnership agreement with Paradigm and recognize Paradigm as his manager

19 when speaking of his forthcoming fight against Mikey Garcia, (c) Paradigm would be the exclusive

20 representative for all remaining fight negotiations, except for the next immediate fight, as well as

21 (d) certain other amendments to the Original Agreement.

22 24. Thereafter, Paradigm and Pacquiao engaged in back-and-forth discussions concerning

23 the content of the formal letter. During that time, Paradigm learned for the first time that Gibbons,

24 Campos, and Falgui were no longer tasked with negotiating Pacquiao’s next fight – instead,

25 Pacquiao was handling the discussions himself. Indeed, Paradigm also learned to its surprise that

26 Pacquiao had been secretly negotiating his next fight with Prince Khaled Bin Abdulaziz since back

27 in July 2019. Pacquiao had actively concealed their personal negotiations from Paradigm,

28 undoubtedly because his actions constituted an obvious violation of its exclusivity rights.
7
COMPLAINT
 1 25. Still, as promised, in letters dated March 23, 2020, and March 24, 2020, respectively,

2 Paradigm formally outlined the changes to their agreement and authorized Pacquiao to negotiate

3 his next fight against Mikey Garcia in June or July 2020. (True and accurate copies of these letters

4 are annexed hereto as Exhibit E and incorporated herein by reference).

5 26. Over the next few months, several other persons and entities announced that they were

6 planning and/or promoting Pacquiao’s next fight after Mikey Garcia. Even so, Pacquiao’s silence

7 about his agreement with Paradigm persisted. In a letter dated July 15, 2020, Paradigm demanded

8 that one such actor, Michael Koncz (“Koncz”), cease and desist his attempts to negotiate a fight on

9 Pacquiao’s behalf. (A true and accurate copy of the July 15, 2021 cease and desist letter to Koncz

10 is annexed hereto as Exhibit F). Paradigm’s letter to Koncz confirmed its right to exclusive

11 representation of Pacquiao, and that Koncz’s actions tortiously interfered with the Original

12 Agreement and the prospective business opportunities that Paradigm was negotiating on Pacquiao’s

13 behalf.

14 27. Paradigm then received a letter dated, July 27, 2020, from Attorney David Marroso

15 (“Marroso”) of O’Melveny & Myers LLP, in which he held himself out as being Pacquio’s

16 representative, and advised that he was terminating the Original Agreement. (A true and accurate

17 copy of Marroso’s July 27, 2020 letter is annexed hereto as Exhibit G and incorporated herein by

18 reference). Specifically, Marroso claimed that Pacquiao was terminating the Original Agreement

19 based on Paradigm’s failure to “negotiate and close a fight contract” for Pacquiao within 60

20 business days of the Original Agreement, and the failure to secure a signing bonus. (Id., at p. 1)

21 28. Paradigm, however, was never notified by Pacquiao himself or an authorized

22 representative that he was terminating the Original Agreement. To the contrary, Pacquiao’s agents

23 denied that Marroso represented him. Paradigm’s representatives proceeded to negotiate an

24 Amended Partnership Agreement with Pacquiao, i.e., the Amended Agreement, which they entered

25 into on October 11, 2020. (See Exhibit A hereto).

26 29. The terms of the Amended Agreement superseded those in the Original Agreement.

27 In particular, while some of the terms remained consistent, the Amended Agreement included

28 additional provisions to, among other things, protect Paradigm’s exclusive rights.
8
COMPLAINT
 1 30. Specifically, the Amended Agreement deleted Section 3 of the Original Agreement and

2 replaced it with a substitute provision in which Pacquiao agreed to:

3
i. Publicly announce through all his social media channels, within 48 hours
4 of execution of this Agreement, that he has signed a partnership agreement
with Paradigm and will continue to recognize Paradigm as his partners when
5 speaking of any forthcoming fight and business opportunities during the
Term.
6
ii. Reasonably cooperate with Paradigm in regard to strategic media
7 throughout the Term.
8 iii. Immediately upon either Party hearing any other third parties claiming to
have the rights granted to Paradigm under this Agreement, [Pacquiao]
9 authorizes Arnold Vegafria as his representative to consult with Paradigm
and to fully and aggressively cooperate by denouncing these actors,
10 including but not limited to emails, social media, media interviews, video
conference to confirm the relationship with Paradigm including through
11 means prescribed by Paradigm. (Exhibit A hereto at § 3).
12 31. The Amended Agreement also contained a Conduct Clause which, in relevant part,

13 provides that the parties “shall fully cooperate with each other in their performance of the rights

14 and responsibilities set forth in this Agreement, and any act which interferes with those duties, or

15 violates Section 3 of this Agreement, shall be considered a material breach of this Agreement and

16 also a material breach of this Section 20.” (Id., at § 20) (Emphasis omitted). Additionally, it

17 reserves both parties’ right to unilaterally accelerate and/or terminate the Agreement upon conduct

18 of either party that violates the delineated standards and to impose liquidated damages. (Id.).

19 32. The Amended Agreement also modified the Original Agreement to include a $4 million

20 Purse Advance. (Id., at § 6).

21 33. Pacquiao and his team, however, disingenuously omitted and/or revised certain sections

22 of the Amended Agreement prior to execution. To address these changes, which were not agreed

23 to by Paradigm, on October 23, 2020, the parties executed a Supplemental Partnership Agreement

24 (the “Supplemental Agreement”). (A true and accurate copy of the Supplemental Agreement is

25 annexed hereto as Exhibit H and incorporated herein by reference). The declarations of the

26 Supplemental Agreement acknowledge that the parties’ partnership began upon entering into the

27 Original Agreement, which terms were superseded by the Amended Agreement, and that the

28 Supplemental Agreement was entered into to revise the terms of the Amended Agreement.
9
COMPLAINT
 1 34. The Supplemental Agreement also included an Exhibit A, which required that Pacquiao

2 certify the following: Attar and Paradigm are his “exclusive representatives as it relates to [his]

3 next two professional boxing fights… [he] authorize[s] Audie Attar to speak directly with any and

4 all professional boxing promoters worldwide on [his] behalf… Apart from [himself] and Audie

5 Attar, no other individual or organization has the right or legal authority to speak with any promoter

6 or organization regarding the future of [his] professional boxing career as it relates to [his] next

7 two… fights… [and he requests] that any inquiries in regard to potential fights be directed solely

8 to Mr. Attar, and that he be notified immediately of any instance where any… unauthorized

9 individual… claim[s] to have this authority.” (Exhibit H hereto at Exhibit A thereto).

10 35. The Supplemental Agreement added a fourth subsection to Section 3, requiring that

11 Pacquiao send an executed copy of Exhibit A to the Supplemental Agreement to “all professional

12 boxing promoters who are engaged in active discussions with [Pacquiao] during the Term [of the

13 Agreement],” as well as Gibbons, Koncz, Vassal Benford, Falgui, Campos and O’Melveny &

14 Myers LLP. Exhibit A to Exhibit H hereto thus (a) constituted an additional certification by

15 Pacquiao that Paradigm and its agents are Pacquiao’s exclusive representatives for his next two

16 professional boxing fights, (b) authorized Attar to speak directly with any and all professional

17 boxing promoters worldwide on Pacquiao’s behalf, and (c) affirmed that no other individual had

18 the authority to speak with any promoter or organization regarding the future of Pacquiao’s

19 “professional boxing career as it relates to [his] next two professional boxing fights.”

20 36. Further, the Supplemental Agreement revised the Amended Agreement’s terms

21 concerning the $4 million Purse Advance (as defined therein) by, in relevant part, requiring

22 repayment of such Advance within five days upon the happening of certain expressed events and,

23 that if Paradigm were not to offer Pacquiao any fights on or before August 1, 2021, its right to

24 repayment would be forfeit. (Exhibit H hereto at § 6). In good faith, Paradigm distributed $3.3

25 million of the $4 million advance, but Pacquiao then repeatedly refused to sign the Supplemental

26 Agreement’s version of Exhibit A. As alleged below, far from signing Exhibit A to the

27 Supplemental Agreement, Pacquiao proceeded to materially breach various operative terms of the

28 Agreements prior to the distribution of the final $700,000, and has sought to keep the $3.3 million
10
COMPLAINT
 1 advance despite his failure to perform and multiple affirmative breaches. The fact that Paradigm

2 did not provide the entire $4 million Purse Advance was not a breach, let alone a material breach.

3 37. As revised by the Supplemental Agreement, upon Pacquiao’s material breach of

4 Sections 3 and 20, Section 21 of the Partnership Agreement2 entitles Paradigm to receive liquidated

5 damages from Pacquiao “including but not limited to (1) the Fair Market Value (‘FMV’) of the

6 amount Paradigm would have earned as Partner Compensation for two (2) professional boxing

7 fights owed under the Agreement… (2) the cost of any expenses paid by Paradigm to facilitate the

8 negotiate and performance of this Agreement, and (3) immediate repayment of the Purse

9 Advance… The FMV amount will be based on the average purse and pay per view revenue of

10 [Pacquiao’s] last ten main event fights.” (Exhibit H hereto at § 21). Section 21 further provides

11 that “this section shall not limit any other rights, remedies, or actions of Paradigm upon

12 [Pacquiao’s] material breach of this Agreement or any previous Agreements between the parties.”

13 (Id.).

14 38. To date, Pacquiao has not executed the original Exhibit A to the Supplemental

15 Agreement. Instead, on the date that he executed the Supplemental Agreement, and a few months

16 after entering into the Supplemental Agreement, Pacquiao executed different versions of Exhibit A

17 which he had revised without input from Paradigm, and which materially changed the fully

18 negotiated Exhibit A that Pacquiao had previously agreed to sign. (A true and accurate copy of this

19 doctored Exhibit A is annexed hereto as Exhibit I and incorporated herein by reference).

20 39. Nevertheless, Paradigm and its representatives continued to zealously represent

21 Pacquiao. To conclude his career, Pacquiao asked that Paradigm schedule his two final fights to

22 both occur in 2021.

23 40. By December 2020, Paradigm and its representatives were finalizing negotiations for a

24 2021 fight between Pacquiao and UFC star Conor McGregor. Attar was already busy conducting

25 interviews and creating buzz. And despite Gibbons again seeking to interfere with Attar’s

26

27 2
As this term is defined below in Paragraph 57 to refer collectively to the Original
Agreement, Amended Agreement and Supplemental Agreement.
28
11
COMPLAINT
 1 negotiations and thwart plans for the McGregor fight, early indications suggested it would render

2 a historic number of pay-per-view purchases.

3 41. Pacquiao advised Paradigm that his second and final fight should be against Mikey

4 Garcia. However, due to McGregor sustaining injuries and an unfortunate loss during a January

5 2021 UFC Fight, the Mikey Garcia fight had to go forward first.

6 42. In late January to early February 2021, Paradigm informed Pacquiao and his

7 representatives that Gibbons was once again holding himself out as Pacquiao’s representative and

8 purporting to promote a fight between Pacquiao and Ryan Garcia. Per the Partnership Agreement3,

9 Pacquiao had a duty to publicly denounce Gibbons’ statements, but he once again refused to comply

10 with this obligation.

11 43. It became increasingly apparent that the Parties with whom Paradigm was negotiating

12 were apprehensive about making a deal because they had no confidence that Pacquiao would honor

13 his commitments. Frankly, their unease was justified in light of the public statements of Gibbons

14 and others which Pacquiao refused to refute.

15 44. Attar recognized that Paradigm could not sit idly by while Gibbons and his cohorts

16 undermined the negotiations. Accordingly, on January 30, 2021, Attar issued a statement on

17 Twitter which denounced the swirling falsehoods and affirmed Paradigm’s exclusive representation

18 of Pacquiao. (A true and accurate copy of Attar’s January 30, 2021 Twitter post is annexed hereto

19 as Exhibit J). Pacquiao remained silent and neither acknowledged the accuracy of Attar’s post nor

20 denied its legitimacy. Gibbons then continued to publicly post conflicting announcements,

21 including on Instagram, where he represented that a Pacquiao fight against Ryan Garcia was going

22 forward in 2021. (A true and accurate copy of Gibbons’ January 31, 2021 Instagram post is annexed

23 hereto as Exhibit K).

24 45. Remarkably, despite this interference, on or around February 7, 2021, Paradigm and

25 Attar were able to negotiate the terms of a Pacquiao fight against Mikey Garcia. Under the deal

26 secured by Paradigm, the fight was scheduled for May 15, 2021, in Dubai, and Pacquiao would

27
3
As defined below in Paragraph 57.
28
12
COMPLAINT
 1 receive a total fight purse of $25 million, with a $5 million advance. Thereafter, on February 9,

2 2021, Pacquiao tagged (or referenced) Paradigm and Attar in a Twitter post which stated: “Training

3 camp has begun. I’m ready to get back in the ring and to further add to my legacy in the sport of

4 boxing. Big news coming soon.” (A true and accurate copy of Pacquiao’s February 9, 2021 Twitter

5 post is annexed hereto as Exhibit L). While Pacquiao’s Twitter post fell far short of his contractual

6 obligations, he nevertheless acknowledged that he was going to fight under the deal Paradigm had

7 negotiated for him. But then, Pacquiao countered the terms of the February 7, 2021 Mikey Garcia

8 fight contract by, among other demands, insisting that the advance would not be returnable for any

9 reason.

10 46. The investors recruited by Paradigm were uncomfortable with Pacquiao’s condition that

11 he would have the absolute right to keep their $5 million advance no matter what happened. These

12 concerns led the investors to conduct a deeper analysis into Pacquiao’s background and perform

13 expanded financial modeling. Subsequently, the investors raised concerns about Pacquiao’s tax

14 problems, the purported Ryan Garcia fight, other potential fights, and Gibbons. They presented

15 Paradigm with news articles and tweets to substantiate these concerns. Upon information and

16 belief, the investors’ concerns were well-founded, and Pacquiao has major outstanding tax

17 obligations in the United States, among other financial problems. Under the circumstances, while

18 the investors agreed to give Pacquiao a $25 million guarantee and 20% of the fight proceeds, they

19 would no longer offer the advance. In explaining their position, the investors expressed serious

20 concerns over their ability to recoup the advance in the event the fight did not occur and Pacquiao

21 sought to pocket it.

22 47. On or about March 16, 2021, Paradigm sent Pacquiao the final agreement, affidavit, and

23 letter of authorization for the fight against Mikey Garcia (the “March 2021 Contract”). Pacquiao

24 had not given Paradigm any indication that he did not intend to sign the March 2021 Contract.

25 Even after having the March 2021 Contract for two-weeks, and despite Paradigm’s repeated follow-

26 ups, Pacquiao did not return the signed March 2021 Contract nor respond to Paradigm’s

27 communications.

28 48. Ultimately, on March 31, 2021, Pacquaio’s delay required Attar to again visit Dubai to
13
COMPLAINT
 1 meet with Government Officials and others to salvage the relationships and preserve the offer for

2 the Pacquiao/Mikey Garcia fight for a later date in May 2021– or to instead completely terminate

3 discussions. The same day, Attar convinced the interested parties to give Pacquiao some more

4 time.

5 49. By letter also dated March 31, 2021, Attar advised Pacquiao that the deal to fight Mikey

6 Garcia was still open with the same financial terms as set forth in the previous agreement, which

7 were to be funded by the same investor that Paradigm had procured, UBS O’Connor (the “Bank”).

8 Still, Pacquiao did not sign the March 2021 Contract.

9 50. Within this period that Pacquiao refused to sign the March 2021 Contract, Paradigm had

10 tried not to be distracted by media reports that Pacquiao was in discussions with Top Rank to fight

11 Terence Crawford (“Crawford”). In a tweet on April 23, 2021, Mike Coppinger (“Coppinger”) of

12 The Athletic announced that rumored negotiations of a fight between Pacquiao and Crawford had

13 essentially failed. (A true and accurate copy of Coppinger’s tweet is annexed hereto as Exhibit M

14 and incorporated herein by reference).

15 51. Three days later, on April 26, 2021, and approximately one month and a half since

16 Paradigm sent Pacquiao the March 2021 Contract, his advisors conveyed that he was ready to sign

17 it that night. However, because of the amount of time that had expired, the deal effectively lapsed.

18 Nonetheless, after six weeks of silence and the failure to sign the March 2021 Contract, Pacquiao,

19 through his representatives, began pressing Paradigm to negotiate and procure a new contract to

20 fight Mikey Garcia with the same terms.

21 52. In May 2021, Paradigm’s representatives tried for the third time (including the first

22 attempt in February 2020) to schedule the Mikey Garcia fight. To protect against further

23 reputational injury and damage to its goodwill and credibility, Paradigm advised Pacquiao and his

24 representatives that it could not re-engage the Bank, Dubai Government Officials, or any other

25 relevant party, without Pacquiao first signing the proposed contract, despite it not yet including

26 certain terms that were still to be finalized (i.e., purse, date, etc.) (the “May 2021 Contract”). While

27 Paradigm was confident that it could secure the same economic terms, in light of Pacquiao’s erratic

28 behavior, it could not go back to the lenders and promoters without a strong indication that Pacquiao
14
COMPLAINT
 1 would actually agree to fight. Pacquaio’s execution of the May 2021 Contract was also necessary

2 to show the investors, government officials, Mikey Garcia, and others that this time, Pacquiao was

3 serious.

4 53. Then, on May 21, 2021, within a few hours of Attorney Brando advising that Pacquiao

5 was about to sign the May 2021 Contract, Pacquiao unabashedly tweeted an announcement that he

6 would be fighting Errol Spence, Jr. (“Spence”). Pacquiao knew full well that Paradigm had

7 exclusive rights to schedule his next two immediate fights. Nevertheless, in bad faith and material

8 breach of the parties’ contracts, Pacquiao, upon information and belief, had surreptitiously entered

9 into a contract to fight Spence. Of course, Pacquiao also breached his contractual duty to notify

10 Paradigm of any fight opportunity offered to him.

11 54. Paradigm devoted an immense amount of time and resources to negotiating fight

12 contracts, sponsorships, marketing opportunities and more, all for Pacquiao’s benefit. In return,

13 Pacquiao’s actions have irreparably harmed and continue to irreparably harm Paradigm’s reputation

14 in the boxing field generally, as well as with specific sponsors, investors, government officials,

15 fans, media sources, and promoters. Because Pacquiao vested Paradigm with the exclusive right

16 to negotiate his fights and then repeatedly pulled the rug out from underneath it, Paradigm will have

17 no credibility in seeking to negotiate on behalf of boxers in the future. If the Pacquiao-Spence fight

18 proceeds as planned, the injury to Paradigm will only increase.

19 55. Additionally, as a direct result of Pacquiao’s breaches, Mikey Garcia, the only boxer on

20 Paradigm’s roster other than Pacquiao, abruptly terminated his management agreement with

21 Paradigm and ended their business relationship. Similarly, Paradigm’s highly promising

22 negotiations to manage or partner with other boxers have slowed down noticeably following

23 Pacquiao’s very public violation of Paradigm’s exclusive rights. Upon information and belief, if

24 Pacquiao’s fight against Spence goes forward as scheduled, it will destroy this business

25 opportunity, as well as others.

26 ///

27 ///

28 ///
15
COMPLAINT
 1 FIRST CAUSE OF ACTION

2 Breach of Contract

4 56. Paradigm repeats and re-alleges the allegations contained in all preceding Paragraphs

5 as if fully and completely set forth herein.

6 57. Paradigm and Pacquiao, for valuable consideration, entered into a valid and

7 enforceable agreement on February 8, 2020 (the Original Agreement), and valid and enforceable

8 amendments to such, supported by additional valuable consideration, on October 11, 2020 (the

9 Amended Agreement), and October 23, 2020 (the Supplemental Agreement), respectively

10 (collectively, the “Partnership Agreement”). See Cal. Civ. Code §§ 1549 - 1550, 1605, 1607, and

11 1626.

12 58. Pursuant to the Partnership Agreement, Pacquiao granted Paradigm and its CEO Attar,

13 inter alia, the exclusive right to act as his worldwide partner and representative for the

14 procurement and negotiation of his next immediate professional bouts, and, upon entering into the

15 Amended and Supplemental Agreements, his next two immediate bouts.

16 59. Paradigm fully performed its duties and obligations under the Partnership Agreement.

17 60. Pacquiao breached his duties and interfered with Paradigm’s right to worldwide

18 exclusive representation through, inter alia, the following acts: (a) failing to publicly

19 acknowledge Paradigm’s rights, including the failure to comply with repeated requests to make a

20 social media announcement, except for one occasion, or sign Exhibit A to the Supplemental

21 Agreement, (b) working with Gibbons, Campos, Falgui and others to negotiate and schedule

22 fights during the Term of the Partnership Agreement, (c) concealing his negotiations prior to and

23 during the Term, despite a duty of disclosure, (d) upon information and belief, conspiring with

24 Gibbons, Campos, Falgui and others to interfere with Paradigm’s exclusive representation, (e)

25 entering into an agreement to fight Spence without the knowledge or participation of Paradigm,

26 his exclusive worldwide representative, and (f) publicly announcing the Spence fight.

27 ///

28 ///
16
COMPLAINT
 1 61. Pacquiao’s actions and failure to act demonstrate that he did not enter into the

2 Partnership Agreement in good faith. Rather, Pacquiao allowed and, upon information and belief,

3 directed his agents to continue holding themselves out as his representatives and entertaining

4 opportunities presented by others and actively seeking out opportunities. As early as February

5 2020, in the face of Paradigm’s persistent requests for his cooperation, Pacquiao failed to

6 acknowledge Paradigm’s exclusive right to represent him worldwide with respect to fight

7 contracts and other rights granted to it under the Partnership Agreement. In clear violation of the

8 Partnership Agreement, Pacquiao willfully, deliberately, and in bad faith breached his obligations

9 under Section 15 of the Amended Agreement and Section 12 of the Original Agreement.

10 62. Pacquiao’s breach of the Partnership Agreement has deprived Paradigm of its rights

11 with respect to the co-ownership of intellectual property, as granted under Section 15 of the

12 Original Agreement and Section 18 of the Amended Agreement.

13 63. When presented with multiple fight contracts, among other things, Pacquiao materially

14 breached the operative “Conduct Clause” as provided under Section 20 of the Amended

15 Agreement by failing to cooperate with the execution thereof. In doing so, Pacquiao undermined

16 Paradigm’s ability to fulfill its duties and receive the benefits due to it under the Partnership

17 Agreement.

18 64. Pacquiao breached Section 6 of the Partnership Agreement, as amended by the

19 Supplemental Agreement, by failing to reimburse the $3.3 million advance issued to him pursuant

20 to the terms requiring that he return it within five days of, among other things, a material breach

21 of the Partnership Agreement.

22 65. In willful disregard of repeated requests to comply with his obligations, Pacquiao

23 failed to perform his duties agreed to under the operative version of the Section 3 in the

24 Partnership Agreement.

25 66. As a result of these breaches, Paradigm has sustained actual damages in an amount to

26 be determined at a hearing, but no less than $20 million, as well as irreparable harm to its

27 reputation, good will, and lost innumerable future opportunities, entitling it to various forms of

28 equitable relief.
17
COMPLAINT
 1 67. Pacquiao’s breach of Sections 3 and 20 of the Partnership Agreement constitute

2 material breach(es) entitling Paradigm, inter alia, to relief under the General Damages clause, as

3 provided in the Supplemental Agreement. While the General Damages clause indicates certain

4 measures of damages, it does not limit Paradigm to any specific damages calculation nor deprives

5 Paradigm of any other rights, remedies, or actions available to it upon Pacquiao’s material breach.

6 Paradigm is thus entitled to all damages available pursuant to the General Damages clause.

7 68. Pacquiao’s breaches of the Partnership Agreement therefore entitle Paradigm to

8 monetary damages, both compensatory and as provided under the General Damages Clause; costs

9 associated with this proceeding, including but not limited to attorneys’ fees; equitable relief,

10 including, but not limited to, injunctive relief; and such other and further relief as the Arbitrator

11 deems just and proper.

SECOND CAUSE OF ACTION
12
Breach of the Implied Covenant of Good Faith and Fair Dealing
13

14 69. Paradigm repeats and re-alleges the allegations contained in all preceding Paragraphs

15 as if fully and completely set forth herein.

16 70. Under California law, every contract includes an implied covenant of good faith and

17 fair dealing, whereby neither party may engage in acts interfering with the other party’s

18 performance of the contract and/or failing to cooperate with carrying out such performance.

19 As set forth above, Pacquiao engaged in repeated acts which interfered with Paradigm’s

20 performance of the contract, while consistently refusing to cooperate with Paradigm. Specifically,

21 Pacquiao violated the implied covenant by, among other things: refusing to publicly acknowledge

22 Paradigm as his exclusive worldwide representative; willfully failing to timely execute fight

23 contracts negotiated by Paradigm and presented to Pacquiao; failing or refusing to execute the

24 proper version of Exhibit A to the Supplemental Agreement, despite previously agreeing to such;

25 and allowing, acquiescing, permitting, and, upon information and belief, directing Gibbons,

26 Campos, and Falgui, among others, to interfere with Paradigm’s rights under the Partnership

27 Agreement.

28 ///
18
COMPLAINT
 1 71. Pacquiao’s breaches of the implied covenant have caused Paradigm to suffer

2 significant monetary damages as well as injuries that cannot be adequately compensated by

3 money damages.

4 72. Accordingly, Paradigm is entitled to compensatory damages; equitable relief,

5 including, but not limited to, injunctive relief; and costs to be determined by the Arbitrator,

6 including, but not limited to, attorneys’ fees; along with such other relief that the Arbitrator

7 deems just and proper.

THIRD CAUSE OF ACTION
8
Unjust Enrichment
9

10 73. Paradigm repeats and re-alleges the allegations contained in all preceding Paragraphs as

11 if fully and completely set forth herein.

12 74. In the alternative, Paradigm alleges that Pacquaio has been unjustly enriched

13 75. Pursuant to the terms of the Partnership Agreement, Paradigm issued an advance to

14 Pacquiao of approximately $3.3 million. In doing so, Paradigm relied upon Pacquiao’s

15 representation to its detriment that such advance would be returned in accordance with the terms

16 of the Partnership Agreement. Specifically, one condition triggering return of the advance is upon

17 Pacquiao’s material breach of the Partnership Agreement. In that case, Pacquiao has five (5) days

18 to return Paradigm the full advance.

19 76. On May 21, 2021, while entering into the Spence fight contract, Pacquiao

20 unquestionably understood that he materially breached the Partnership Agreement, which operative

21 terms derive from the Amended and Supplemental Agreements. Consistent with Pacquiao’s

22 conscious efforts not to honor the terms of the Partnership Agreement, the advance was not returned

23 to Paradigm in five days, or by May 26, 2021. Furthermore, by letter dated March 31, 2021,

24 Paradigm’s counsel alerted Pacquiao to his material breach(es) of the Partnership Agreement,

25 which operative terms derive from the Amended and Supplemental Agreements. However,

26 Pacquiao has failed to return the advance.

27 77. Pacquiao’s refusal to return the advance has unjustly enriched him to Paradigm’s

28 detriment, and the retention of such funds would violate equitable principles.
19
COMPLAINT
 1 78. As a result, Paradigm is entitled to restitution in the amount of $3.3 million and any

2 other relief that is just and equitable under the circumstances.

3 FOURTH CAUSE OF ACTION

4 Declaratory Relief

5 79. Paradigm repeats and re-alleges the allegations contained in all preceding Paragraphs as

6 if fully and completely set forth herein.

7 80. An actual controversy exists between Paradigm on the one hand, and Pacquiao on the

8 other, relating to the legal rights and duties of the parties under the written instruments as

9 identified above.

10 81. Paradigm requests that the rights and duties be adjudged by the court. Such a

11 determination is appropriate and necessary in that Paradigm has no speedy remedy at law and the

12 requested judicial declaration will avoid a multiplicity of suits, resulting in judicial economy, and

13 further the interests of justice.

14 PRAYER FOR RELIEF

15 WHEREFORE, Paradigm prays for the following relief:

16 A. Interim/injunctive relief enjoining Pacquiao from participating in the Spence fight

17 on August 21, 2021, until further Order of the Court;

18 B. In the alternative if the Court does not enjoin Pacquiao from participating in the

19 Spence Bout, and due to the likelihood that Pacquiao will return to the Philippines without paying

20 any Judgment awarded to Paradigm, interim relief requiring Pacquiao to deposit all income of any

21 kind paid or payable to him directly or indirectly arising from his participation in the Spence Bout

22 to be released only upon further Order by the Court;

23 C. A judgment granting monetary damages, including General Damages as defined by

24 the Partnership Agreement, and compensatory and consequential damages;

25 D. Alternatively, Restitution due to Pacquaio’s having been unjustly enriched;

26 E. Declaratory relief;

27 F. Interest and costs and expenses associated with this proceeding, including, but not

28 limited to, its attorneys’ fees; and

20
COMPLAINT
 1 F. Such further relief as the Court deems just and proper.

3 DATED: June 25, 2021 PRICE PELLETIER, LLP

4

6
By:f. VIRGINIA L. PRICE, ESQ.
KATHRYN M. LOW, ESQ.
7 Attorneys for Plaintiff PARADIGM
SPORTS MANAGEMENT, LLC
8

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21
COMPLAINT
EXHIBIT A
DocuSign Envelope ID: OF0136273-EEB5-47C6-889C-102787BCF11B

PARADIGM PO FT-TB -

PARTNERSHIP CONTRACT

AN AGREEMENT is made this 10 day of October 2020, by and between

Paradigm Sports Management, LLC, a sports agency (hereinafter "Paradigm")
and Emmanuel Dapidran Pacquiao, a professional fighter (hereinafter "MP").

This athlete agent has current public disclosure information on file with
the California Secretary of State as required by the Miller-Ayala Athlete
Agents Act, Chapter 2.5 (commencing with Section 18895) of Division 8 of
the Business and Professions Code, which also includes other protections
for athletes.

Filing of the required information does not imply approval by the

California Secretary of State of the terms and conditions of this contract or
the competence of the athlete agent.

Witnesseth:

In consideration of the mutual promises hereinafter contained, the Parties here o

agree as follows:

1. Scope of Engagement: Commencing on the date of the execution of ►'

Agreement, subject to and giving priority to all previous contrac
obligations entered into by MP, MP hereby partners with and engag
Paradigm to be MP's worldwide representative, to the extent permissible
law, as defined below,

i. Fight Contracts — Paradigm is MP's exclusive worldwide partn

with respect to the procurement, negotiation, execution, and
management of all employment, opportunities, agreements, and the
DS

Paradigm Fighter

17461 Derian Ave., Suite 203 I Irvine I CA 92614 I 0:949.743.2220 ext 0 I f. 949.382.1409

www.ParadigmSports.com
DocuSign Envelope ID:
OF0B6273-EEB5-47C6-889C-102787BCF11B

like for MP's professional fighting and promotion services with

foreign and domestic professional fighting organizations
(collectively, "Fight Contracts"), subject to previous contracts
already signed, and previous negotiations already commenced by
MP prior to the signing of this contract;

ii. Marketing Contracts - Exclusive worldwide partner and

representative, except in Asia and the Middle East, as well as
regarding projects and properties owned by VIACOM/BRAVO for
MP, where Paradigm's services shall be non-exclusive, with respect
to the procurement, negotiation, execution, and management of all
commercial opportunities, agreements, partnerships and the like,
entered into during the Term in connection with the marketing,
licensing, promotion or other use or commercialization of MP's
name, image, likeness, signature, or other personal attributes,
including without limitation all endorsements, performance of
services, sponsorships, partnerships and appearances, all gate/ticket
sales, merchandise revenues/sales, sponsors (in the venue and in the
ring/octagon), TV and all other media licensing and distribution
rights procured by Paradigm for MP (collectively, "Marketing
Contracts"), subject to previous contracts already signed, and
previous negotiations already commenced by MP prior to the
signing of this contract;

Commercial Opportunities - Exclusive worldwide partner and

representative, except in Asia and the Middle East, as well as
regarding projects and properties owned by VIACOM for MP,
where Paradigm's services shall be non-exclusive, with respect to
the procurement, negotiation, execution, and management of any
other income-producing or promotional activities and/or
opportunities available to you that relate to your professional
fighting services including, without limitation, exhibitions, clinics,
television and speaking appearances, social and traditional media
properties, literary works, films, affiliations with travel and luxury/
sports experience providers, or other commercial opportunities
procured by Paradigm for MP (collectively, "Commercial
Opportunities"), subject to previous contracts already signed, and
Paradigm Fighter

17461 Derian Ave., Suite 203 I Irvine I CA 92614 1 o: 949.743.2220 ext 01 f: 949.382.1409

www.ParadigmSports.com
DocuSign Envelope ID: 0F0B6273-EEB5-47C6-889C-1D2787BCF11B

previous negotiations already commenced by MP prior to the

signing of this contract.

iv. Entertainment Opportunities - Paradigm shall be MP's

worldwide partner and representative (except in Asia and the
R.1•iddle raa, as well as regarding owned by
VIACOM for MP, where Paradigm's services shall be non-
exclusive) for all television, film, technology, video, books, internet
related such as YouTube, Twitter, Instagram, Snapchat, Facebook
and websites, and movie opportunities and all related services
arising from such opportunities, such as streaming monetization,
Youtube Ad Revenue, licensing deals and appearances related to a
movie appearance (collectively, "Entertainment Opportunities"),
provided that these contents are created by Paradigm for MP and
subject to MP's prior approval before postings. subject also to
previous contracts already signed, and previous negotiations
already commenced by MP prior to the signing of this contract, and
subject to MP's rights with respect to his personal Facebook
account;

v. Media Contracts - Non-exclusive representation for all

employment, consulting, opportunities, agreements, and the like,
that relate to MP's professional fighting services, in connection with
MP providing services as on-air talent (e.g., analyst/announcer) as
requested on any media outlet (including but not limited to,
broadcast, cable and internet casting), including such related
services as are customarily performed in connection with this role
in the television industry (collectively, "Media Contracts") and any
other activities or matters related to or similar to the foregoing,
subject to previous contracts already signed, and previous
negotiations already commenced by MP prior to the signing of this
contract,

vi. Sponsor Contracts - All of the preceding, with the exception of

Fight Contracts, but including Marketing Contracts, Industry
Opportunities, Media Contracts and Commercial Opportunities,
shall be collectively referred to as the "Sponsiar Contracts", subject
Paradigm Fighter
3

17461 Derian Ave., Suite 203 1 Irvine' CA 92614 1 cx 949.743.2220 ext 01 f. 949.382.1409

www.ParadigmSports.com
DocuSign Envelope ID: OF0B6273-EEB5-47C6-889C-1D2787BCF1113

to or except previous contracts already signed, and previous

negotiations already commenced by MP prior to the signing of this
contract.

2. Duties of Paradigm: Paradigm shall have the power to procure, negotiate,

execute and manage the Fight Contracts- Marketing Contracts, Commercial
Opportunities, Industry Opportunities and Media Contracts of MP that arise
during the Term, whether in an exclusive or non-exclusive manner as
defined above. Paradigm will also assist MP in coordinating appearances,
merchandising activities and other commercial ventures, and will regularly
work with MP on general business issues, social media, public relations and
other concerns directly related to MP's professional activities and career.
MP agrees and understands that Paradigm is not a tax, business or
investment advisor. Paradigm will not provide MP with financial or
investment advice.

3. MP Guarantees: MP agrees that he shall:

i. Publicly announce through all his social media channels, within 48

hours of execution of this Agreement, that he has signed a
partnership agreement with Paradigm and will continue to
recognize Paradigm as his partners when speaking of any
forthcoming fight and business opportunities during the Term.

11. Reasonably cooperate with Paradigm in regard to strategic media

throughout the Term.

Immediately upon either Party hearing of any other third parties

claiming to have the rights granted to Paradigm under this
Agreement, MP authorizes Arnold Vegafria as his representative to
consult with Paradigm and to fully and aggressively cooperate by
denouncing these actors, including but not limited to emails, social
media, media interviews, video conference to confirm the
relationship with Paradigm and shall exert best efforts to remedy
any interference or market confusion including through means
prescribed by Paradigm.

Paradigm • Fighter
4

17461 Derian Ave., Suite 203 I Irvine j CA 92614 I ci: 949.743.2220 ext 0 I f: 949.382.1409

www.ParadigmSports.com
DocuSign Envelope ID: OF0B6273-EEB5-47C6-889C-102787BCF 118

4. Authority Granted to Paradigm: MP authorizes and grants Paradigm the

right to undertake all reasonable efforts necessary and proper to perform the
following: (a) collect amounts due to MP on MP's behalf, for the avoidance
of doubt "amounts due" refers to revenue from Fight contracts and Sponsor
contracts that were procured, negotiated, or executed by Paradigm; and (b)
use MP's approved name, image, likeness and signature for Paradigm's
promotional use ("Name and Likeness Release"). This Name and Likeness
release shall be worldwide (and irrevocable), and shall permit Paradigm to
use MP's name and related imagery, including video, blogs, social media,
websites, and other content as it deems fit for its and MP's promotional
endeavors.

5. Reservation of Rights by MP: MP expressly reserves all rights and

authority not expressly granted to Paradigm in this Agreement, including but
not limited to the following: (i) the right to approve any and all contracts
with third parties; and (ii) the right to decline to enter into any Fighting

Contract for any reason.

6. Purse Advance: Paradigm shall transfer Four Million United States Dollars
($4,000,000) to MP as an Advance ("Advance") as part of this Agreement.

7. i exchange for the Advance, MP agrees that Paradigm shall withhold Four
Mi lion United States Dollars ($4,000,000) from MP's signing bonus or fight
purs\e before his next professional boxing fight or any business or source of
income or em lo ent earned throu• h the ei orts o Paradi in case a
is not of ered. Only Two Million U.S. Dollars ($2,000,000.00) is
eived and paid by Paradigm upon signing of this agreement and the
lidance of Two Million U.S. Dollars ($2,000,000.00) or its peso equivalent
shall be paid within fifteen (15) days from signing of this agreement.

8. Partner Compensation for Services: For the Services stated above, MP

agrees to compensate Paradigm during the Term, and thereafter as
applicable, as follows (the "Agency Compensation"):
- DS

Paradigm Fighter
5

17461 Derian Ave., Suite 203 1 Irvine 1 CA 92614 1 a 949.743.2220 ext 0 1 f 949.382.1409

www.ParadigmSports.com
DocuSign Envelope ID: OF0B6273-EEB5-47C6-889C-1D2787BCF11B

i. Fight Contracts: Ten percent (10%) of the Total Income Received

(as defined below) derived from all Fight Contracts that are entered
into during the Term, which shall include, but not be limited to, all
fight purses, escalators including all fight based bonuses earned by
MP, including, without limitation, all gross revenue that you earn
on all PPV (Pay Per View) threshold amounts and escalators and
bonuses, income from all Bout agreements, promotion agreements,
intellectual property and media rights relating to the fight if
reflected in a Fight Contract, and letter and all other agreements and
all similar revenue earned by MP side agreements, pay per view
and any other income derived from any fight contract. For the
avoidance of doubt, Paradigm's Agency Compensation for all fight
contracts offered and negotiated by Paradigm during the Term shall
be ten percent (10%) of the Total Income Received.

ii. Marketing. Commercial and Media Contracts: Twenty percent

(20%) of the Total Income Received (as defined below) derived
from all Sponsor Contracts and including, but not limited to, gate/
ticket sales, merchandise revenues/sales, sponsors (in the venue in
the ring/octagon), TV and all other media licensing and distribution
rights with respect to any fight contract entered into, which are
nitiated by, or negotiated exclusively or primarily by Paradigm,
• uring the Term;

ii ntertainment Opportunities: Twenty percent (20%) of the Total

Income Received (as defined below) derived from all Industry
Opportunities that are entered into, which are initiated by, or
negotiated exclusively or primarily by Paradigm, during the Term.
In the event that Paradigm would secure an Entertainment Contract
that results in additional parties being owed,' Paradigm will
disclose to MP any additional commission compensation that would
be owed and agrees to obtain written authorization from MP prior
to signing such Entertainment Contract.

I (e.g. additional parties such as entertainment lawyers and entertainment agents who will require mission compensation typically
between 5% to 10%)

6
Paradigm Fighter P.

17461 Derian Ave., Suite 203 I Irvine I CA 92614 I a 949.743.2220 ext 0 I f. 949.382.1409

www.ParadigmSports.com
DocuSign Envelope ID: OF0
B6273-EEB5-47C6-889C-1D2787BCF11B

iv. Fee Tail: In addition, if within twelve (12) months after the effective
date of the expiration or earlier termination of this Agreement, MP
enters into any Fight Contract, Marketing Contract, Media Contract,
Industry Opportunity or Commercial Opportunity which produce
Total Income Received, with any person or entity with which
12. 1-ndigni hac hail a,tivp flicemeinne onnnernino MP during the
twelve (12) months preceding the expiration or earlier termination
of this Agreement, then Paradigm shall be entitled to receive
compensation pursuant to this paragraph, as if MP had entered into
such Fighting Contract, Marketing Contract, Media Contract,
Industry Opportunity or Commercial Opportunity during the Term
of this Agreement, provided that the contract or opportunity was
initiated by Paradigm. In a situation where MP has executed a
Fight Contract during the Term, and this Management Agreement is
terminated before MP's full performance of that contract, MP
agrees that Paradigm shall be entitled to all original fees and
commissions on the remainder of that contract. This provision
applies even if the Fight Contract's value or terms are subsequently
renegotiated by a third party for performance(s) within the same
fight organization.' Notwithstanding the preceding, however, if a
ponsor Contract or a Fight Contract, including, without limitation,
a branding or license agreement, is entered into during the Term and
prior to the effective date of any termination of this Agreement, or if
during the Term through the expiration or termination of the Term,
as applicable, MP is granted an interest in or option to purchase an
interest in any entity or venture that promotes or markets MP's
name or likeness or a brand or trade or service mark (each an "IP
Enterprise") then the Fee Tail Period shall extend beyond the twelve
(12) month period and not end until the later of: (i) the date that MP
no longer has any economic or other interest in or rights with
respect to the Sponsor Contract or Fight Contract in question (or
any amendment or restatement or renewal thereof) and (ii) the date
MP no longer has an interest in the IP Enterprise (or any successor

2 By way of example, if a six (6) fight Promotional Agreement is executed by

MP during the Term, where MP was to earn 5100,000 for
their fifth (5th) and sixth (6th) fights each, and MP terminates this Agreement after the fourth (4th) fight, then subsequently renegotiates
a new six (6) fight Promotion Agreement with the same fight organization for $150,000 per fight, Paradigm will be owed their full fees
and commissions on 5100,000 for each of the next two fights performed by MP (which are equivalent to fights 5 and 6 under the original
Promotional Agreement)

7
Paradigm Fighter p-
17461 Derian Ave., Suite 203 I Irvine I CA 92614 I 0: 949.743.2220 ext 0 I f 949.382.1409

www.ParadigmSports.com
DocuSign Envelope ID
OF0B6273-EEB5-47C6-889C-1D2787BCF11B

entity) in question. By way of clarification, all distributions and

dividends from the IP Enterprise and all consideration earned by
MP from the sale of MP's interest in the IP Enterprise are part of
the Fee Tail Revenue. With respect to Fee Tail Revenue, MP agrees
to send promptly to Paradigm: (i) copies of all Sponsor Contracts
and Fiaht Contracts (and amendments) entered into by MP, or any
entity MP directly or indirectly controls or has interest in, during
the Term and the Fee Tail Period, and (ii) on a monthly basis a
reasonably detailed accounting of all collections of Total Income
Received that is subject to Agency Compensation under this
Agreement until such time that all commissions owed under this
Agreement have been fully satisfied.

v. For the purpose of this Agreement, "Total Income Received" shall

be the gross amount of all pre-tax monies and other compensation
(whether product, securities, royalties, equity, or other monetary or
equitable consideration of any kind) due, accrued, or received,
directly or indirectly, by MP or by any other person or entity during
the Term (without regard to whether such income is paid during the
Term of this Agreement or thereafter). Amount received by
aradigm shall be the total amount invoiced. Any transactional or
c ency conversion rate differences will be reconciled and paid
a cordingly. For the avoidance of doubt, if the amount received by
aradigm is more than the invoiced amount, Paradigm shall
eimburse the difference to MP, and if the amount received by
Paradigm is less than the amount invoiced, MP shall pay Paradigm
the difference.

vi. Partner Compensation payable to Paradigm related to Total Income

Received that is not paid in cash (for instance, goods, equity or
other securities), shall be paid to Paradigm in cash or in kind, as
mutually agreed upon by MP and Paradigm. The value of any such
non-cash Total Income Received shall be set on the lower of its fair
market value as of the date it is transferred to MP.

9. Fight Contracts: For fight contracts entered into during the Term, MP shall
pay Paradigm's fee, without holdback or exception, within fifteen (15) days
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of MP's receipt of any compensation payment. Under no circumstances

shall the fees be paid later than three (3) months after his receipt of any
compensation payment counted from the written demand by Paradigm for
payment of such fees. Both Paradigm and MP agree that if either party
receives any Total Income Received for MP's services under any Fight
Contract, Media Contract, Marketing Contract, Industry Opportunity or
Commercial Opportunity, such party shall hold the other party's share in
trust until the other party's share is paid in full. However, MP shall have
exclusive right to all income arising from the Philippines including all
revenues garneredfrom fight contracts, advertising, marketing, commercial,
pay per view and such other and similarfdincome and revenues.

10. Sponsor Contracts: Payment of Agency Compensation and Reimbursement

of Expenses: MP agrees that all Total Income Received earned by MP
derived from Sponsor Contracts shall be made payable to MP do Paradigm,
and shall be delivered directly to MP for accounting. Once received, MP
will pay any Agency Compensation due to Paradigm pursuant to this
• greement within fifteen (15) business days thereafter forward the balance
t Paradigm together with an itemized statement of the Total Income
Received, and the Compensation, expenses and any other deductions
wi hheld by MP. MP agrees to maintain accurate books and records of all
su h transactions and, upon request, it will provide Paradigm with copies of
a such documentation. Both Paradigm and MP agree that if either party
receives any Total Income Received for MP's services under any Fight
Contract, Media Contract, Marketing Contract, Industry Opportunity or
Commercial Opportunity, such party shall hold the other party's share in
trust until the other party's share is paid in full.

i. Any reasonable and pre-approved costs associated with

securing, negotiating and maintaining Sponsor Contracts on
behalf of MP, including, but not limited to the purchasing
of event tickets, fight memorabilia, and apparel for sponsors,
will be reimbursed out of the revenue earned from the
Sponsor Contracts before paying commissions and shall not
form part of the Total Income Received for purposes of
computing the commissions or Agency Compensation. For
the avoidance of doubt, a $1,000,000 sponsorship payment
1-8
Paradigm I Fighter r
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DocuSign Envelope ID: OF0B6273-EEB5-47C6-889C-1D2787BCF11B

with 20% commission to Paradigm and $20,000 in approved

expenses would pay $1,000,000 minus $20,000 = $980,000
at 20% = $196,000 commission to Paradigm.

ii. MP agrees to pay or reimburse Paradigm for all reasonable

pre-approved costs associated with the printing of sponsor
clothing and/or sponsor banners for any performance
undertaken by MP during the Term of this Agreement,
provided the prior approval of MP is obtained for such costs.

iii.MP agrees and recognizes that he will be responsible for the

cost of his own medicals and that such cost is not the
responsibility of Paradigm.

11.Right to Place Logo and Text: Paradigm will obtain permission from MP
and/or MP's representative to place its name and/or logo on his/her banners,
appearance outfit, fight short and walk out shirt for any event undertaken by
Mrs _I_ AIL _ "r•_ _ A
utinfig Term iniS /Is-reel-nem.

12.No Employment: Parties understand and acknowledge that MP is a partner

and not an employee of Paradigm, and Paradigm will not withhold any
employment or other related taxes from the payments made to MP. MP
understands and acknowledges that MP is solely responsible for payment of
11 applicable local, state, federal, and international income, VAT, and other
taxes.

I3.Prior Management Agreements: Indemnification. MP agrees to indemnify

and hold harmless Paradigm against loss or threatened loss or expense by
reason of the liability or potential liability of MP for or arising out of any
claims for damages from previously executed management agreements.

14.Best Efforts to Collect Payments for Client No Guarantees or Warranties:

Paradigm shall be responsible for negotiating for maximum compensation,
invoicing, collecting, and, when applicable, sending out thank you packets to
sponsors. Paradigm agrees to use its best good faith efforts to negotiate,
secure and collect sponsor monies on behalf of MP. MP acknowledges that
due to numerous circumstances outside the control of Paradigm, some

Paradigm 17, I/ Fighter

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DocuSign Envelope ID: OF0136273-EEB5-47C6-889C-1D2787BCF11B

amounts owed to MP may be difficult or impossible to collect. Paradigm

does not guarantee payment of sponsor monies by sponsor, and makes no
representations to act as a guarantor in this regard.

15.Intellectual Property Partnership and Co-Ownership: MP hereby assigns co-

ownership to Paradigm all rights, including, without limitation, copyrights,
patents, trade secret rights, and other intellectual properly rights associated
with any ideas, concepts, techniques, inventions, processes, works of
authorship, audio and video content, Confidential Information or trade
secrets (i) developed or created by Paradigm, solely or jointly with others,
during the Term and through the course of performing work for or on behalf
of MP or any affiliate of MP, or the predecessors of any such entities, (ii)
that Paradigm conceives, develops, discovers or makes in whole or in part
during the Term that relate to the business of MP or any affiliate of MP, (iii)
that Paradigm conceives, develops, discovers or makes in whole or in part
during the Term that are made or that result from any work Paradigm
performs for MP or any affiliate of the MP. If, notwithstanding the
regoing, any employee for any reason retains any right, title or interest in
gregoing,
or elating to any intellectual property created by Paradigm either solely or
join ly with others during the Term, MP agrees promptly to take actions to
assi , in writing and without any requirement of further consideration, all
suc right, title, and interest to Paradigm so that MP and Paradigm are co-
o rs of intellectual properties covered by the scope of this section 15.
p i n request of Paradigm at any time during or after the Term, MP will take
ch further actions, including execution and delivery of instruments of
conveyance, as may be appropriate to evidence, perfect, record or otherwise
' give full and proper effect to any assignments of rights under or pursuant to
this Agreement.

16.Term: This contract is an At-Will Contract and shall remain as such until
Paradigm offers a fight contract on or before December 31, 2020. When
such contract is offered and signed then MP and Paradigm acknowledge and
agree that this Agreement will remain in effect until MP has completed two
(2) professional boxing fights ("Restricted Term"), depending on when these
fights are proposed to occur taking into consideration MP's political career
in the Philippines. Upon the conclusion of MP's second professional boxing
fight, this Agreement shall revert to an 'at-will' agreement, continuing in
Paradigm , Fighter
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perpetuity until terminated by either Party in accordance with Clause 17

below ("At-Will Term"). Provided further, that if MP's age or political
career no longer allows a second fight to occur and thereby renders the
same not feasible, this contract shall revert to an At-Will contract.

17.Termination: At any time during the Restricted Term, Both parties shall have
the right to terminate this Agreement for cause, per sections 3 and 20 of this
Agreement. During the At-Will Term, after MP's completion of two (2)
professional boxing fights, (subject to the previous paragraph) either Party
shall have the right to terminate this Agreement upon thirty (30) days'
written notice (including email) to the other Party for any reason or no
reason in the terminating Party's sole discretion. MP acknowledges and
agrees, however, that the termination of this Agreement by any party for any
reason shall not affect MP's obligation to pay the Partner Compensation set
forth herein, including any Total Income Received by MP on any Fight
Contracts, Marketing Contracts, Commercial Opportunities or Industry
Opportunities procured by Paradigm during the Term. Further, termination
under this section will not affect the Fee Tail or Confidentiality provisions
'set forth herein.

18.EXclusivity and Representations: During the Term, MP agrees not to engage

a4 other person or other entity to act on MP's behalf in any manner that
mkt conflict with Paradigm's representation of MP as set forth in this
eement. In entering into partnership with Paradigm as MP's
presentation, MP agrees to advise Paradigm of any and all verbal or
written inquiries, communications and requests for MP's services that arise
during the Term, and to forward to Paradigm all such matters immediately
upon receipt. For the avoidance of doubt, MP hereby represents and
warrants that MP is not a party to any other agreement or contract, whether
written, oral or implied, that may conflict with this Agreement, with the
exception of his outstanding agreement with his local team in the
Philippines.

19.Paradigm's Services Non-Exclusive: It is understood by the Parties that

Paradigm is an agency that represents athletes, including other professional
fighters. As such, MP acknowledges and agrees that Paradigm's services
hereunder shall not be exclusive to MP and that nothing set forth herein
Paradigm pith Fighter
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OF0B6273-EEB5-47C6-889C-1D2787BCF11B

shall prohibit Paradigm from providing similar services for other athletes
(including, without limitation, other fighters) or engaging in any other
business activities during the Term.

20./WP and Paradigm's Conduct: Both parties shall conduct themselves in

accordance with commonly accepted standards of decency, social
conventions, morals and professionalism. Both parties' conduct shall not be
such as to shock, insult or offend the public or any organized group therein,
or reflect unfavorably upon any current or proposed sponsor or such
sponsor's advertising agency, or any network or station over which a bout,
show or entertainment is to broadcast. Both parties shall fully cooperate
with each other in their performance of the rights and responsibilities set
forth in this Agreement, and any act which interferes with those duties, or
violates Section 3 of this Agreement, shall be considered a material breach
of this Agreement and also a material breach of this Section 20. Both parties
reserve the right to unilaterally accelerate and/or terminate this Agreement at
any time if either partys conduct violates the aforementioned staridards and
to impose liquidated damages.

21.Li idated Dama es: MP and Paradigm acknowledge and agree that in the
even of either party's material breach of this agreement pursuant to
secti a s 3 and 20, that:

i. the amount of loss or damages likely to be incurred by both

parties are difficult or impossible to precisely estimate; and

ii. the amount specified in this section bears a reasonable

relationship to, and is not plainly or grossly disproportionate
to, the probable loss likely to be incurred by both parties in
connection with a material breach under sections 3 and 20;
and

iii.one of the reasons for MP and Paradigm reaching an

agreement as to such amount of liquidated damages is the
uncertainty and cost of litigation regarding the question of
actual damages; and
(--.
Paradigm l /, 6 Fighter
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www.ParadigmSports.com
DocuSign Envelope ID: OF066273-EEB5-47C6-889C-1D2787BCF116

iv. MP and Paradigm are sophisticated business parties with

significant business experience in the boxing & combat
sports industry and have both been represented by
sophisticated and able legal counsel during the negotiation
and drafting of this Management Agreement; and

v. that the sums payable under this section are mutually

calculated and mutually bargained for liquidated damages
payable to both parties; and

vi. Both Parties agree that the purpose and effect of this section
is not to constitute a penalty for material breach.

.Notices: All notices hereunder shall be effective if sent in writing, which

all include electronic communications via email and WhatsApp, to any of
e following addresses or accounts:

E manuel Dapidran Pacquiao: Paradigm Sports Management:

A s dress
nate of the Philippines 17461 Derian, Suite 203
Office: Rm 526 Irvine, CA 92614
GSIS Bldg., Financial Center, (949) 743-2220
Diokno Blvd., Pasay City (949) 382-1409 (fax)
Philippines
Phone: +639171011217
Email: saguitariusmp78@yahoo.com

23.Representative Authority: MP engages and authorizes Arnold Vegafria

("Representative") to represent and communicate MP's wishes for purposes
of speaking on his behalf and binding him, such that Paradigm can rely on
Representative's words and actions as representing MP's words and actions.
Representative's authority to bind MP is limited to the Scope of Engagement
outlined herein.

24.Indemnification: Paradigm agrees to indemnify and hold harmless MP and

his affiliates and their respective owners, employees, members, managers,
officers, directors, contractors, successors and assigns . (all of such parties
Paradigm 6 Fighter
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including MP, the "MP's Parties") from all claims, obligations, liabilities,
losses, expenses, fees, including reasonable attorney fees, costs, and
judgments that may be asserted against any of MP's Parties that result from
the acts or omissions of Paradigm, Paradigm's employees, if any, and
Paradigm's contractors and agents. MP agrees to indemnify and hold
harm lAcc Pararligni and their afriliatpe anti their rpeppotivp nutnerc

employees, members, managers, officers, directors, contractors, successors

and assigns (all of such parties including Paradigm, the "Paradigm's
Parties") from all claims, obligations, liabilities, losses, expenses, fees,
including reasonable attorney fees, costs, and judgments that may be
asserted against any of the Paradigm's Parties that result from the acts or
omissions of MP, MP's employees, if any, and MP's contractors and agents.

2 Venue and Governing Law: This Agreement shall be deemed to have been
ecuted and delivered within California, U.S.A.. Any action brought to
e orce the terms of this Agreement shall be brought only in the courts of
co petent jurisdiction, state or federal, located within Orange County,
California and each party hereto consents to the jurisdiction of said Courts.

. ounterparts and Facsimile Signatures: This Agreement may be executed in

one or more counterparts, each of which shall be deemed an original, but all
of which taken together shall constitute one and the same instrument. This
Agreement may be executed and delivered by Facsimile or electronic
signature, and any such facsimile or electronic signatures shall have the
same legal effect as manual signatures.

27.Mediation: The Parties agree that, with respect to all controversies, claims,
disputes or counterclaims arising under and relating to this Agreement or any
resulting transaction, whether it involves a disagreement about its meaning,
interpretation, application or validity and whether based on statute, tort or
contract, common law or otherwise ("Dispute"), if the Dispute cannot be
settled through negotiation, the Parties may first try to settle the Dispute by
mediation administered by the American Arbitration Association, Inc.
(AAA), under its Commercial Mediation Rules, before initiating
Arbitration. The mediation shall be agreed to within one week's notice,
initiated by either party. The mediation shall take place in Orange County,
California, or can be mediated using video conferencing, whatever both
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Parties agree to in writing and will not exceed one day. Parties agree to
handle all expenses individually and exclusively of one another.

28.Arbitration: If the Dispute cannot be settled through negotiation or

mediation, arbitration may only then be initiated by either party. The
u+v...a shall dete—'ne all questions of arbitrability licluding, without
limitation, the scope of this Agreement to arbitrate the subject matter of the
Dispute, whether an agreement to arbitrate exists and, if so whether it covers
the Dispute in question or any other form of disagreement or conflict among
the Parties to the Agreement whether such Dispute existed, prior to or arises
after the date of this Agreement. Arbitration shall be administered by a single
arbitrator from AAA, under its Arbitration Rules, who has experience in the
Id of sports, and for which both Parties agree. The Arbitration shall take
P1 ce in Orange County, California. Both Parties shall share arbitration costs
eq Ily.

29.Ex
x e tion to Arbitration: The only exception to the mandatory arbitration
p vision is for a dispute that may arise in which damages are less than Five
ousand Dollars ($5,000).

0.Attorneys' fees and costs: Prevailing Party or Parties shall be entitled to

recover all costs of arbitration (or court costs), reasonable attorneys' fees,
and other costs incurred in that action or proceeding, in addition to any other
relief to which it or they may be entitled. The judgment on the award
rendered by the arbitrator/judge shall be binding final judgment and must be
entered in a court having jurisdiction in California.

31. Separability Clause: Any provision of this contract that may be

considered void, illegal or otherwise complied or terminated shall not affect
the effectivity of the other provisions and continue to be in full force and
qtrect.

32.Confidentiality: The terms and conditions described in this Agreement

including its existence and the compensation provided for herein shall be

16
r
"Confidential Information" and shall not be disclosed to any third party. If
Paradigm Fighter P a

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DocuSign Envelope ID: OF0B6273-EEB5-47C6-889C-1D2787BCF11B

either party determines that it is required by law to disclose information

regarding this Agreement, it shall, a reasonable time before making any such
disclosure, consult with the other party regarding such disclosure and seek
confidential treatment for such portions of the disclosure as may be
requested by the other party.

All non-public information regarding Paradigm (whether technical or

otherwise) made available or disclosed by Paradigm to MP shall also be
deemed "Confidential Information" hereunder. If this Agreement is
terminated, MP shall return to Paradigm all documentation containing
onfidential Information. Confidential Information shall not include (i) any
ormation that is known by MP or the general public at the time of
di .closure or thereafter becomes known to the general public through no
f It of MP, or (ii) is approved for disclosure by the prior written consent of
aradigm. Paradigm has no authority to give consent for the release of MP's
onfidential Information.

33.Entire Agreement: This Agreement constitutes the Parties' entire

understanding of the matters set forth herein and supersedes any prior
understanding or agreement. This Agreement may only be modified in
writing signed by the Parties hereto.

The Parties understand that this Agreement is an important legal document.

Parties both represent and warrant that they have been advised of their
respective rights to seek and/or retain independent legal counsel of their choice
in connection with the negotiation and execution of this Agreement, and that the
Parties have either retained and have been represented by such legal counsel or
have knowingly, intelligently and voluntarily waived their right to such legal
counsel and desire to enter into this Agreement without the benefit of
independent legal representation.

IN WITNESS WHEREOF, the Parties hereto have hereunder signed their

names as hereinafter set forth.

17/)
Paradigm — Fighter
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DocuSign Envelope ID: OF0B6273-EEB5-47C6-889C-1D2787BCF11B

CET )1, 20271

Emmanuel Dapidran : ia° Date
,---DpcuSignedby:

10/23/2020
`.----0846001F6113E116...
Audie-Attar.„ Date

Date

SIGNED IN THE PRESENCE OF

Acknowledgment

Republic of the Philippines)

City of

BEFORE ME, a Notary Public for and in the City of , personally appeared:

Name Proof of Identity Issued on Issued at

Emmanuel Dapidran Pacquiao

Arnold Vegafria
Audie Attar

Personally appeared the foregoing parties and acknowledged that this instrument was voluntarily
signed by all of them and that they fully understood the contents thereof.

NOTARY PUBLIC
os
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DocuSign Envelope ID: OF0B6273-EEB5-47C6-889C-1D2787BCF11B

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

..."--- "DS

Paradigm Fighter
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17461 Derian Ave., Suite 203 I Irvine I CA 92614 I o: 949.743.2220 ext 0 I f: 949.382.1409

www. Pa rad igmSports.com

EXHIBIT B
Victor Weberman

From: Judd Burstein <jburstein@burlaw.com>

Sent: Thursday, June 24, 2021 8:15 PM
To: Dale F. Kinsella <DKinsella@kwikalaw.com>; Joshua M. Rosenberg <JRosenberg@kwikalaw.com>
Cc: Peter B. Schalk <pschalk@burlaw.com>; Steven Gordon <SGordon@burlaw.com>
Subject: Paradigm Sports Management, LLC with Emmanuel Pacquiao

Dear Dale and Joshua:

I was, to say the least, disappointed that Joshua sprung your jurisdiction argument
on me during the call with the AAA. While I understand that you would want to
delay discussing the merits with me until you have had more time to discuss this
case with your client, there was no reason why you could not have alerted me to
your jurisdiction argument so that I could consider it before the call. I do hope
that we can be more transparent with each other going forward.

In any event, since you are taking the position that the AAA has no jurisdiction to
hear the parties’ dispute, thereby waiving your client’s contractual right to
arbitrate, I am writing to inform you that, even though we believe that the AAA
unquestionably has jurisdiction, my client will accept your client’s
waiver. Accordingly, instead of filing an Amended Claim with the AAA today, we
will revise our Amended Claim and file it tomorrow as a complaint against Mr.
Pacquiao in the Superior Court, Orange County (regrettably, there is no diversity
because one of my client’s parent’s members is also a citizen of a foreign country).

Please let me know if you will accept service of the Complaint. Although I believe
that objecting to the jurisdiction of the California Courts would be frivolous in light
of Paragraph 25 of the Parties’ Amended Agreement, I will agree (without
prejudice to my right to seek sanctions) that your acceptance of service will not be
deemed a waiver of any jurisdictional defenses you wish to pursue.

Judd Burstein
Judd Burstein, P.C.
260 Madison Avenue
15th Floor
1
New York, New York 10016
(212) 974-2400
(212) 974-2944 (Fax)
(917) 687-2981 (Cell—Best number)

MY APOLOGIES IN ADVANCE FOR ANY TYPOGRAPHICAL AND/OR GRAMMATICAL ERRORS. I

AM A TERRIBLE TYPIST AND PROOFREADER – PARTICULARLY WHEN I AM DRAFTING AN
EMAIL UNDER TIME PRESSURE.

2
EXHIBIT C
 PAR ADI
FDAki=1.4. GIVl
ED I G 1\/1 S
SPD ATE
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Professional Fighter
Professional
PARTNE RSHIP CONTRACT
PARTNERSHIP CONTRA CT

AN AGREEM
AGREEMENT ENT is made this g~ day of February 2020, by and
between Paradigm Sports Managem ent,
Management, LLC, a sports agency (hereinafter
(hereinafter
"Paradig m") and Emmanue
"Paradigm") Emmanuell Dapidran Pacquiao, a professional
professional fighter
(hereinafter "MP").
(hereinafter

This athlete agent has current

cur rent public disclosure
disclosure information
informati on on file with
Californi a Secretary of State as required by the Miller-Ayala
the California Miller-Ayala Athlete
(commencing with Section 18895) of Division 8 of
Agents Act, Chapter 2.5 (commencing
the Business and Professio ns Code, which also includes other protections
Professions protectio ns
for athletes.

Filing of the required information

Filing informati on does not imply approval by the
Californi
Californiaa Secretary of State of the terms and conditions
conditions of this contract or
competen ce of the athlete agent.
the competence

Witnesse th:
Witnesseth:

In consideration of the mutual promises hereinafte

In consideration hereinafterr contained,
contained, the parties hereto
agree as follows:
follows:

1. Scope of Engageme
1. Scope Engagement: nt: Commencing
Commencing on the date of the execution of this
Agreemen
Agreement, t, subject to and giving priority to all previous contractual
contractual
obligations entered into by MP, MP hereby partners with and engages
obligations
Paradigm
Paradigm to be MP's worldwide representa tive, to the extent permissib
representative, permissible
le by
law, as defined below,

Par-.d;14
Paradig Fighter_
Foghter p.
t
17.0461 Derian
17461 DerianAve.,
Ave., Suite 2031 92614 I o: 949.743.2220
203 I Irvine I1CA 9261410:94 9.743.2220 ext 0 IJ f:94f9.382.14
f: 949.382.1409
09

www.ParadigmSports.com
www.Parad igmSports.com
Edi

1.i. Fight Contract

Fight Contracts s -- E~c~usive
Exclusive worldwid
worldwide partner with
e partner to the
respect to
with respect the
procurement,
procurem ent, negotIatIO execution, and management of all
n, execution
negotiation, , and managem ent of all
employment,
employm ent, opportuni ties, agreemen
opportunities, agreements, and the
ts, and for MP's
like for
the like MP's
profess~o nal fighting
professional promotion services
and promotion
fighting and foreign and
with foreign
services with and
domestic professio
domestIc professional fighting organizati
nal fighting ons (collectiv
organizations ely, "Fight
(collectively, "Fight
Contracts ");
Contracts");

ii.
11. Marketing
Marketi ng ContrContractsacts -- Exclusiv
Exclusive e worldwid
worldwide partner and
e partner and
ative, except in
representative,
represent (including the
Asia (including
in Asia the Middle East), as
Middle East), as wellwell
as regarding
as properties owned by VIACOM
and properties
projects and
regarding projects owned by VIACOM for for MP,
MP,
where Paradigm
where Paradigm's 's services
services shall be non-exclusive, with respect to
non-exclu sive, with respect to
ent, negotiatio n, execution , and managem
procurement, negotiation, execution, and management of all
the procurem ent of all
commerc
commercial ial opportuni ties, agreemen
opportunities, agreements,ts, partnersh
partnershipsips and thethe like,
like,
during the
into during
entered into Term in
the Term in connectio
connection n with the marketing,,
the marketing
licensing,, promotio
licensing promotion n or other useuse or commerc ialization of
commercialization of MP
MP's 's
likeness, signature
image, likeness,
name, image, attributes,,
personal attributes
signature,, or other personal
including without limitation all endorsem ents, performa
endorsements, performancence of
services, sponsorsh
sponsorships,ips, partnersh ips and appearanc
partnerships appearances, gate/tickett
es, all gate/ticke
sales, merchand
sales, merchandise ise revenues/ sales, sponsors (in the
revenues/sales, the venue and in the the
ring/octag on), TV and all other
ring/octagon), media licensing and distributio
distribution n
rights procured by
rights by Paradigm for MP . (collectiv ely, "Marketin
(collectively, "Marketing g
Contracts ") ;
Contracts");

iii. Commer
iii. Commercialcial Opportu nities - Exclusive worldwid
Opportunities worldwide e partner and
representa tive, except in Asia (including the Middle East), as well
representative,
as regarding projects and properties owned by VIACOM for MP,
where Paradigm
Paradigm's 's services shall be non-exclu sive, with respect to
non-exclusive, to
the procurem
procurement, ent, negotiatio n, execution
negotiation, execution, , and managem
management ent of any
other income-p roducing
income-producing or promotio nal activitiess and/or
promotional activitie
opportuni ties available to you that relate to your professio
opportunities professionalnal
fighting services including limitation,, exhibition
including,, without limitation exhibitions,s, clinics,
clinics,
television and speaking appearanc es,
appearances, social and traditional media
traditiona l media
properties
properties,, literary works, films, affiliation
affiliationss with travel and
travel and luxury/
luxury/
providers,, or other commerc
experiencee providers
sports experienc commercialial opportuni ties
opportunities
procured by Paradigm for MP (collectively, "Comme
(collectiv ely, "Commercial rcial
ities") .
Opportunities").
Opportun

2
Parad~
Paradig Fighter 1"
17-461 Derian
17461 Denan Ave., I CA 92614
Ave.•Suite 203 'I Irvine ICA I 0: 949.743.2220 ext
9261 4 1o:949.743.2220 0 II f:f: 949.382.140
ext 0 9
949.382. 1409

www.ParadigmSports.com
www.ParadigmSports.com
 iv. Entertainment
iv. Entertainment Opportunities
Opportunities -- Exclusive
Exclusive worldwide
worldWI'de partner and
representative,.
except "
in partner and
representatIve, except In Asia
ASIa (including
(including the
the Middle
Middle Ea
East),t) as
' , s ,as well
well
as
as regarding
regardmg, projects
pr~Jects and~nd properties
properties owned
owned byby VIACOM
VIACOM for for MP,
MP,
where
where Paradigm's
ParadIgm s services
serVIces shall
shall be
be non-exclusive,
non-exclusive, for
for all
all television,
television,
film, technology, video,
film, technology, video, books, books, internet
internet related
related such
such asas YouTube,
YouTube
Twitter, Instagram,
Twitter, Instagram, Snapchat,
Snapchat, Facebook
Facebook andand websites,
websites, and movi~
and movie
opportunities and all related
opportunities and all related services services asas arise
arise from
from suchsuch
opportunities, such as streaming
opportunities, such as streaming monetization, monetization, Youtube
Youtube Ad Ad
Revenue, licensing deals and appearances related
Revenue, licensing deals and appearances related to a movie to a movie
appearance (collectively, "Entertainment Opportunities");
appearance (collectively, "Entertainment Opportunities");

v.
v. Media Contracts
Media representation for
Non-exclusive representation
Contracts -- Non-exclusive for allall
employment, consulting, opportunities, agreements,
employment, consulting, opportunities, agreements, and the like, and the like,
that relate
that relate to MP's professional
to MP's services, in
fighting services,
professional fighting connection with
in connection with
MP providing services
MP providing services as on-air talent (e.g., analyst/announcer) as
as on-air talent (e.g., analyst/announcer) as
requested on
requested on any media outlet
any media (including but not limited
outlet (including but not limited to, to,
broadcast, cable
broadcast, and internet
cable and including such
casting), including
internet casting), such related
related
services as
services as are performed in
customarily performed
are customarily in connection with this role
connection with this role
the television
in the
in television industry (collectively, "Media
industry (collectively, Contracts") and
"Media Contracts") and any any
other activities
other matters related
or matters
activities or related to or similar
to or the foregoing;
to the
similar to foregoing;

VI. Sponsor
vi. All of
Contracts -- All
Sponsor Contracts the preceding,
of the preceding, with exception of
the exception
with the of
Fight Contracts, but
Fight Contracts, including Marketing
but including Contracts, Industry
Marketing Contracts, Industry
Opportunities, Contracts and
Media Contracts
Opportunities, Media Commercial Opportunities,
and Commercial Opportunities,
shall collectively referred
be collectively
shall be referred to as the
to as "Sponsor Contracts".
the "Sponsor Contracts".

Duties of
2. Duties
2. Paradilffi1: Paradigm
of Paradigm: Paradigm shall be responsible
shall be the procurement,
responsible for the procurement,
execution and
negotiation, execution management of
and management Fight Contracts,
of Fight Contracts, Marketing
Marketing
Commercial Opportunities,
Contracts, Commercial
Contracts, Opportunities, Industry
Industry Opportunities
Opportunities and and Media
Media
arise during the Term, whether
that arise
Contracts that
Contracts whether in an exclusive or
in an or non-
manner as defined
exclusive manner defined above. Paradigm
Paradigm will also assist
assist MP inin
coordinating appearances, merchandising activities and other other commercial
commercial
ventures, and will regularly work with MP on general business issues, socialsocial
media, public relations and other other concerns directly related to MP's
professional activities and career. MP agrees and understands that Paradigm
is not a tax, business or investment
investment advisor. Paradigm will not provide MP
or investment
financial or
with financial investment advice.
advice. Paradigm ~~all
Paradigm shall clo~e a
o0 iate and close

33
Paradig
Paradl Fighter
Fighter P
P
17461 Derian Sulte 203 11Irvine
Ave.,.• Suite
DerianAve Irvine I1CA
CA 92614 I f:9-t9.382.1~
j o: 949.743.2220 ext 0 1f:949.382.1409
92614 10:949.743.2220

www.ParadigmSports.com
 on behalf of MP within ~ ~:e~~
ght contract
fiacknowle , ~ys F rth
Y d . 4---
60
fight contract on behalf of MP within % bu eness days. Further, P .
dges that MP deSll'.es a $20 milhon
. . . u er, aradlgm
acknowledges that MP desires a $20 million signing bonus,
signing bonus d Paradigm
and agrees to
. ,an
Effort~ (defined
use Best Efforts (defined below) to negotiate such a signing
signing bonus.
bonus. For the
For the
purposes of this
thIS agreement, Best Efforts shall mean the the efforts
efforts that
th t a
prudent person desiring in good faith to lawfully obtain a result
result would
would u:e i~
use in
the circumstances to ensure such a result is achieved.

3. Authority Granted to Paradigm: MP authorizes and grants Paradigm the

right to undertake all reasonable efforts necessary and proper to perform the
following: (a) collect amounts due to MP on MP's behalf, for the avoidance
of doubt "amounts due" refers to revenue from Fight contracts and Sponsor
contracts that were procured, negotiated, or executed by Paradigm; and (b)
use MP's approved name, image, likeness and signature for Paradigm's
promotional use ("Name and Likeness Release"). This Name and Likeness
release shall be worldwide (and irrevocable), and shall permit Paradigm to
use MP's name and related imagery, including video, blogs, social media,
websites, and other content as it deems fit for its and MP's promotional
endeavors.

4. Reservation of Rights by MP: MP expressly reserves all rights and

authority not expressly granted to Paradigm in this Agreement, including but
not limited to the following: (i) the right to approve any and all contracts
with third parties; and (ii) the right to decline to enter into any Fighting
Contract, Marketing Contract, Commercial Contract or Broadcasting
Contract for any reason.

5. Partner Compensation for Services: For the Services stated above, MP

agrees to compensate Paradigm during the Term, and thereafter as
applicable, as follows (the "Agency Compensation"):

i. Fight Contracts: Ten percent (10%)

(1 0%) of the Total Income Received
(as defined below) derived from all Fight Contracts that are entered
into during the Term, which shall include, but not be limited to, all
fight purses, escalators including all fight based bonuses earned by
MP, including, without limitation, all gross revenue that you earn
on all PPV (Pay Per View) threshold amounts and escalators and
income from
bonuses, income from all agreeme~ts~pr
all Bout agreements, pr.
r o' agreem~nts,
o on agreements,

4
4
Paradigm Fighter fJ
P"
~.~---

17461 Derian
17461 DerianAve., 1 Irvine 1
Ave., Suite 203 1 92614 1 o: 949.743.2220 ext 0 I1 f:949.382.1409
1 CA 9261410:949.743.2220 f: 949.382.1409

www.ParadigmSports.com
 intellectual
intellectu al property media rights
and media
property and 1 t'
rights rrelating
, , e a mg to
oth the fight
to the fight 1 'f
if
reflected In
reflected in aa FIght and letter
Contract, and
Fight Contract, letter and
and all
all other ts and
, 'I revenue er agreemen
agreements
similar
all SImI
all ar revenue earned by MP
earned by side agreemen
MP side 'and
t s, pay per V1ew
" agreements, pay per view
any other
and any
and other Income
income denved from any
derived from fight contract.
any fight contract.

ii.
11. Marketing,
Marketin Commercial
g, Commerc and Media
ial and Twenty percent
Contracts:: Twenty
Media Contracts percent
(20%) of
(20%) of the Total Income
the Total (as defined
Received (as
Income Received below) derived
defined below) derived
from all
from all Sponsor Contracts and
Sponsor Contracts but not
including,, but
and including to, gate/
limited to,
not limited gate/
ticket sales, merchand ise revenues
merchandise revenues/sales, the venue in
(in the
sponsors (in
/sales, sponsors venue in
the ring/octa
the ring/octagon), TV and
gon), TV and distributi
licensing and
media licensing
and all other media on
distribution
rights with
rights to any
respect to
with respect contract entered
fight contract
any fight which are
into, which
entered into, are
initiated by, or
initiated or negotiate
negotiatedd exclusive
exclusively primarily by
or primarily
ly or Paradigm,,
by Paradigm
during the Term;
during

iii.
111. Entertain ment Opportun
Entertainment Opportunities: (20%) of
percent (20%)
Twenty percent
ities: Twenty of the Total
Received (as
Income Received below) derived from all
(as defined below) all Industry
Industry
Opportun ities that are entered into,
Opportunities into, which areare initiated by,by, or
negotiate
negotiatedd exclusive
exclusively Paradigm,, during
ly or primarily by Paradigm the Term,
during the Term,
the understan
with the ding that the
understanding the compens
compensation for any
ation for additionall
any additiona
parties owed (e.g.addi
parties tional parties
(e.g.additional as entertain
parties such as ment attorneys
entertainment attorneys
and entertain ment agents who
entertainment require commis
who will require commissionsion
compens ation typically between 5%
compensation 10%) will be compens
5% to 100/0) ated
compensated
in addition to the 20%. In such an event that Paradigm secures secures an
Entertain
Entertainment additionall parties being owed,
ment Contract that results in additiona
Paradigm agrees to obtain written authoriza tion from MP prior to
authorization
signing such Entertain ment Contract.
Entertainment Contract.

IV.
iv. Fee Tail: In addition, if within twelve (12) months after the effective
date of the expiratio
expirationn or earlier terminati on of this Agreeme
termination nt, MP
Agreement,
enters into any Fight Contract, Marketin
Marketing g Contract, Media Contract,
Industry Opportun ity or Commer
Opportunity Commercialcial Opportun ity which produce
Opportunity
Received,, with any person or entity with which
Total Income Received
Paradigm has had active discussio
discussionsns concerni ng MP
concerning MP during thethe
twelve (12) months preceding the expiratio n or earlier terminati
expiration on
termination
Agreement,
of this Agreeme nt, then Paradigm shall be entitled to receive
entitled to receive
compens ation pursuant to this paragrap
compensation paragraph,h, as MP had entered into
if MP had entered into
such Fighting Contract, Marketin
Marketing CO~Media Contract,
g Contrac, Con~ct,

5
Paradig ; Fighter f _
•
17-461 Derian Ave
17461 I CA 926
Ave.,.• Suite 203 I1 Irvine ICA 1-4 11 o:
92614 9-49.7-43.2220 ext 00 IIf:
0: 949.743.2220 f: 949.382.1409
949.382.1409

www.ParadigmSpor ts.com
www.ParadigmSports.com
 Industry Opportunity
Opportunity or ,Commercial
Commercial Opportunity du ' th e Term
Opportunity during
' nng the
of this Agreement,
thIS Agreeme nt, provided that the contract
contract or opportu 'tyTerm
or opportunity
m t was
, "
initiated
mltIate by P
d by arad'Igm, IInn a situation where MP
Paradigm. exec
has executed
MP has
ue
d
a
' Contract d ' h Management Agreeme nt '
Fight
FIght Contract during
unng the
t e Term,
Tenn, and this Management Agreement is
terminated
terminated before MP MP's 's full performance contract MP
performance of that contract, ~;
agrees that Paradigm shall be entitled to all original fees fee~ and
and
commissions on the remainder
commissions remainde r of that contract. This provision
provision
subsequently
Contract's value or terms are subsequently
applies even if the Fight Contract's
renegotiated
renegotia ted by a third party for performa
performance(s) same
nce(s) within the same
fight organization.
organization, By way of example, if a six (6) fight
Promotional
Promotio Agreement
nal Agreeme nt is executed by MP during the Term, where
MP was to earn $100,000 for their fifth (5th) and sixth (6th) fights
Agreement after the fourth (4th) fight,
terminates this Agreement
each, and MP terminates
renegotiates
subsequently renegotia
then subsequently Promotion
tes a new six (6) fight Promotion
organization for $150,000 per fight,
Agreement with the same fight organization
Agreement
Paradigm will be owed their full fees and commissions $1 00,000
commiss ions on $100,000
for each of the next two fights performed performed by MP (which are
equivalent to fights 5 and 6 under the original Promotional
equivalent Promotional
Agreeme
Agreement). preceding,
Notwithstanding the precedin
nt), Notwithstanding however, if a Sponsor
g, however,
Contract or a Fight Contract, including, limitation, a
including , without limitation,
agreemen t, is entered into during the Term and
branding or license agreement,
Agreement, or if
termination of this Agreement,
prior to the effective date of any termination
termination of the Term,
expiration or termination
during the Term through the expiration
applicable, MP is granted an interest in or option to purchase an
as applicable,
interest in any entity or venture that promotes or markets MP's
name or likeness or a brand or trade or service mark (each an "IP
Enterprise")
Enterpris e") then the Fee Tail Period shall extend beyond the twelve
(12) month period and not end until the later of: (i) the date that MP
no longer has any economic or other interest in or rights with
respect to the Sponsor Contract or Fight Contract in question (or
restatement or renewal thereof) and (ii) the date
amendment or restatement
any amendment
MP no longer has an interest in the IP Enterpris successor
Enterprisee (or any successor
clarification, all distribut
entity) in question. By way of clarification, distributions and
ions and
dividends from the IP Enterpris earned by
consideration earned
Enterprisee and all consideration by
MP from the sale of MP's interest in the IP Enterpris are part
Enterprisee are of
part of
the Fee Tail Revenue.. With respect to Fee Tail Revenue
Tail Revenue Revenue,, MP agrees
MP agrees
to send
to promptly to
send promptly to Paradigm
Paradigm:: (i) copies _of
(i) COPie.s o21.J"0
I ponsor Con~ts
nsor Contracts
6
6 Paradl~ Fighter
Paradigm fighter 'l'
17461 Derian Ave.,
17461 Derian Ave., Suite
Suite 203 Irvine II CA 926
203 II Irvine 14 I o:
92614 0: 949.743.2220 0 II f:f: 949.382.1409
ext 0
949.7<43.2220 ext 949.382.1 <409

www.ParadlgmSports.com
www.ParadigmSports.com
 Fight Contracts
and Fight e t d'
amendments) entered
Contract s (and amendments)
. ' . n ere into MP or any
mto by MP,
entIty MP directly
entity dIrectly or Indirectly 0 h'
controls or
indirectly controls . ,or
r has In during
Interest in,
as interest d .
Tenn and the
the Term
.
Fee Tail Period,
Period, and
andn (ii) on a monthly b unng
(1'1') 0 '
. a
reasonably
ly detailed
detaIled accountin
accountingg of all collection s f T 1 basis
aSIS a
reasonab collections of 0 Total
ota Income
. d h . b' d thIS .
R eceive that
Received t at ' is su ~ect to Agency Compensation
IS subject
.
Compensation under un er this
A
Agreement untIl such
greement until such time
tIme that all commissions
commissions owed this
under this
owed under
Agreement
Agreeme nt have been fully satisfied.

v. For
For the purpose of this Agreement, shall
Received"" shall
Agreement, "Total Income Received
compensation
be the gross amount of all pre-tax monies and other compensation
securities, royalties, equity, or other monetary or
(whether product, securities, or
consideration of any kind) due, accrued, or received,
equitable consideration
indirectly, by MP or by any other person or entity during
directly or indirectly,
Tenn (without regard to whether such income is paid during the
the Term
Agreement
Tenn of this Agreeme
Term thereafter). Amount received by
nt or thereafter).
transactional or
Paradigm shall be the total amount invoiced. Any transactional
differences will be reconcile
conversion rate differences
currency conversion d and paid
reconciled
avoidance of doubt, if the amount received by
accordingly. For the avoidance
accordingly.
Paradigm is more than the invoiced amount, Paradigm shall
difference to MP, and if the amount received by
reimbursee the difference
reimburs
Paradigm is less than amount invoiced, MP shall pay Paradigm the
difference.
difference.

vi.
VI. Compensation payable to Paradigm related to Total Income
Partner Compensation
Received that is not paid in cash (for instance, goods, equity or
securities), shall be paid to Paradigm in cash or in kind, as
other securities),
Paradigm. The value of any such
mutually agreed upon by MP and Paradigm.
non-cash Total Income Received shall be set on the lower of its fair
transferred to MP.
market value as of the date it is transferred

Contracts:, For fight contracts entered into during the Term, MP shall
6. Fight Contracts:,
exception, within fifteen (15) days
Paradigm's fee, without holdback or exception,
pay Paradigm's
compensation payment. In the event that the partner
of MP's receipt of any compensation
compensation is not paid within fifteen (15) days, MP shall pay interest at
compensation
allowable by law, and
the rate of six percent (6%) per annum or the highest allowable
applicable collection costs including but not limited to attorneys fees, and
all applicable
accounting feesBoth Paradigm and MP agree that if eit
accounting rty receIves
receives any

7
Paradigm Fighter pf·
Derlan Ave., Suite 203 II Irvine II CA 92614 II o:
17-461 Derian
17461 0: 949.743.2220 ext 0 II f: 949.382.1409
949.743.2220 CH9.382.1409

www.ParadigmSports.com
www.ParadigmSports.com
 CiotnatlIncet,om e Received
,.,. . tal Income
Total Received for for MP's
MP's services
services under
under any
any Fight
F' h
j o .
Marketing Contract, Industry Opportunit Ig t Contrac,rnmd
Contr tt M ereedia
eiiaai
Contract,ra Marketmg Contract, Industry Opportunity or ac
Coin
,
opportunity, . suc h party
Opp0 rtumty, such sha11 hold
party shall hold the
the other
other party's
party's sharey or
share t Comm~rclal
' trust .
in
other party's
other party's share
share isis paid
paid in
in full.
full. m rust until
until the
the

7.7. sp onsor Contracts:

Sponsor Contracts: Payment
Payment of of Agency
Agency Compensation
Compensation and and Reimbursement
Reimbursement
of Expenses:
of Expenses: MP MP agrees that all
agrees that all Total
Total Income
Income Received
Received earned
earned by
by mp
MP
derived from
derived SP?nsor Contracts
from Sponsor shall be
C~ntracts shall be made pay~ble to
made payable to MP
MP c/o
c/o Paradigm,
Paradigm,
and shall
and shall bebe delivered dIrectly to
delIvered directly to MP
MP for for accounting.
accountmg. Once Once received,
received, MP
MP
will
will pay
pay anyany Agency Compensation due
Agency Compensation due to to Paradigm
Paradigm pursuant
pursuant toto this
this
Agreement
Agreement within
within fifteen business days
(15) business
fifteen (15) days thereafter
thereafter forward
forward the
the balance
balance
to Paradigm together
to Paradigm together with
with anan itemized statement of
itemized statement of the
the Total
Total Income
Income
Received,
Received, and and the Compensation, expenses
the Compensation, expenses and and any
any other
other deductions
deductions
withheld
withheld by by MP.
MP. MP MP agrees to maintain accurate books and records of
agrees to maintain accurate books and records of all
all
such transactions
such transactions and, request, it will provide Paradigm with copies of
upon request,
and, upon it will provide Paradigm with copies of
all documentation. Both
such documentation.
all such Paradigm and
Both Paradigm MP agree that if either
and MP agree that if either party party
receives any
receives any Total Received for
Income Received
Total Income services under
MP's services
for MP's any Fight
under any Fight
Contract, Media
Contract, Contract, Marketing
Media Contract, Industry Opportunity or
Contract, Industry
Marketing Contract, Opportunity or
Commercial Opportunity,
Commercial party shall
such party
Opportunity, such other party's
the other
hold the
shall hold share
party's share inin
trust until
trust party's share
other party's
the other
until the is paid
share is paid in in full.
full.

i.1. Any reasonable costs

Any reasonable associated with
costs associated securing, negotiating
with securing, negotiating
Sponsor Contracts
maintaining Sponsor
and maintaining
and Contracts on on behalf
behalf ofof MP,
MP,
including, but not limited to the purchasing of event tickets,
including, but not limited to the purchasing of event tickets,
memorabilia, and
fight memorabilia,
fight and apparel
apparel for sponsors, will
for sponsors, will be
be
reimbursed out of
reimbursed out of the revenue earned
the revenue earned from the Sponsor
Sponsor
Contracts commissions. For
before paying commissions.
Contracts before For the avoidance
avoidance ofof
doubt, aa $1,000,000
doubt, sponsorship payment
$1,000,000 sponsorship payment with with 20%
20%
commission to
commission to Paradigm and $20,000 in
Paradigm and in approved expenses
$1,000,000 minus $20,000
would pay $1,000,000
would $20,000 == $980,000
$980,000 at 20% = =
commission to Paradigm.
$196,000 commission

ii. MP agrees to pay or reimburse Paradigm for all reasonable

pre-approved costs associated with the printing of
pre-approved of sponsor
clothing and/or sponsor banners for any performance
undertaken by MP during the term of
of this Agreement.
Agreement.

8
8
Paradig
P a r a d i $Fighter
Fighter 79 e'
17461
17-f61 Derian
Derian Ave., Irvine II CA
Ave .• Suite 203 II Irvine 926 14 1I o:
CA 92614 0: 949.743.2220 ext 0 II f: 949.382.1409

www.ParadigmSports.com
 iii.MP agrees
iii.MP and recognize
agrees, and recognizes that he
s that will bbe
he will ' £ h
e responsIb
responsiblele
cost of
cost medicals and
own mcdicaLs
his own
of hIS and that
that such , oforr tthe
e
'b' l' f such cost
cost IS
is not
not th
the
responsl 1 Ity 0of Paradigm
responsibility ,
Paradigm. e

and acknowle that MP

dges that S not an
MP l'is
8.
8, Employment:
No Employm
No MP understan
ent: ' MP "ds and
understands acknowledges not an
ent or
employee of
employee of ParadIgm
Paradigm,, and
and ParadIgm not withhold
will not
Paradigm wIll any employm
withhold any employment or
related taxes
other related
other taxes from the payments
from the made to
payments made to MP. MP understan
MP. MP understandsds and
and
acknowledges
acknowle dges that solely responsib
MP isis solely
that MP responsible payment of
for payment
le for of all applicable
all applicable
local, state,
local, and internatio
federal, and
state, federal, international income, VAT,
nal income, other taxes.
and other
VAT, and taxes.

9. Right to
9. Right Place Logo
to Place and Text:
Logo and extent allowed
the extent
To the
Text: To by MP's
allowed by contracts with
MP's contracts with
the governin
the governing g entity/ent and other
ities and
entity/entities sponsors, MP agrees that Paradigm
other sponsors, MP agrees that Paradigm
may place
may name and/or
its name
place its logo on
and/or logo banners, appearan
his/her banners,
on his/her appearance outfit, fight
ce outfit, fight
walk out
and walk
short and
short any event undertaken by MP during the term of
for any
shirt for
out shirt event undertake n by MP during the term of
this Agreeme
this Agreement. nt.

10.Prior Managem
IO.Prior Management ent Agreeme nts: Indemnif
Agreements: Indemnification. agrees to
MP agrees
ication. MP to indemnif
indemnifyy
hold harmless
and hold
and Paradigm against
harmless Paradigm or threatene
loss or
against loss threatenedd loss expense by
or expense
loss or by
liability or
the liability
reason of the
reason potential liability
or potential of MP for or arising
liability of MP for or arising out out of any
any
claims for
claims from previousl
damages from
for damages previously executed managem
y executed ent agreemen
management agreements. ts.

l1.Best to Collect Payment

Efforts to
I I .Best Efforts Payments Client; No
for Client;
s for No Guarante
Guarantees es or Warranti es:
Warranties:
Paradigm shall be
Paradigm be responsib
responsiblele for negotiati
negotiating for maximum compens
ng for ation,
compensation,
and, when applicabl
collecting,, and,
invoicing,, collecting
invoicing applicable, e, sending out thank you packets to
you packets to
agrees to
sponsors.. Paradigm agrees
sponsors its best
use its
to use efforts to
faith efforts
best good faith negotiate,,
to negotiate
monies on behalf of MP.
secure and collect sponsor monies MP. MP acknowle dges that
acknowledges that
due to numerou
due numerous s circumsta nces outside the control of Paradigm
circumstances Paradigm,, some
some
amounts owed to MP may be difficult or impossib
amounts le to collect. Paradigm
impossible to collect. Paradigm
does not guarantee payment of sponsor monies monies by sponsor, makes no
and makes
sponsor, and no
represent
representations this regard.
guarantorr in this
ations to act as a guaranto regard.

12.Intellectual Partnership
12.Intellectual Property Partnersh ip and Co-Owne rship: MP hereby
Co-Ownership assigns to
hereby assigns to
limitation , copyrigh ts, patents,
including,, without limitation, copyrights, patents, trade
Paradigm all rights, including trade
al property rights associate
intellectual
secret rights, and other intellectu associatedd with any ideas,
with any ideas,
concepts,, technique
concepts inventions,
s, invention
techniques, s, processe
processes, authorship, audio and
s, works of authorsh ip, audio and
video content, Confiden tial
Confidential Informat ion
Information or trade secrets (i) developed or
(i) develope d or
Paradigm,, solely or jointly with o~~r
created by Paradigm others, s, ring Term
'ng the Term and .and
Paradl
Paradig Fighter r,

1
Fighter
99 •

17461 Suite 203 I1Irvine I1CA 92614 I10:949.743

Ave.,.,Suite
OerianAve
17461 Derian o: 949.743.2220 0 II t.949.382.1
ext 0
.2220 ext 409
f: 949.382.1409

www.ParadIgmSports.com
www.ParadigmSports.com
 through the course
course of performi
performing work for
ng work for or
0 b
' f r on behalf
ehalf of MP
affiliate
affilIate of0 MP, or the predecessors
predecessors of any such entities,
enft' (ii)(" ) that - or an anyy
, d i d' 1 1es, 11 that ParPa
d ' - ra Igm
rt during
d'
d*
conceives,
conceIves, develops,
eve ops, discovers
IScovers or makes in whole or in part
' pa unng theaT T
that relate
that re b usmess of MP or any affiliate
the business
1ate to the MP (iii)
of MP,
affiliate of h
(" ') that ~rm
, d i d' , , 111 t at ParadIgm
Parac17.
h m
conceIves, develops,
conceives, eve ops, discovers
Iscovers or makes in m whole or in part
or in d '
part during
urmg the Term
t e Term
that are
that ~ade or
are made or that result from ,any
that result wo~k Paradigm performs
any work performs for for the MP or
the MP or
affihate of ,the MP.
any affiliate notwithstandmg
M P, "If, notwithstanding the foregoing , the
foregoing, Employee for
the Employee c
lor
"
any retams any right,
reason retains
any reason tl tl~ or interest
n g?t, title mterest in intellectual
m or relating to any intellectual
property created by ParadIgm
property eIther solely or jointly with others during
Paradigm either the
during the
Term, MP agrees promptly to assign, in writing and without any requirement requirement
of further consideration,
consideration, all such right, title, and interest to Paradigm.Paradigm, UponUpon
request of Paradigm at any time during or after the Term, MP will take such such
further actions, including execution executio n and delivery of instruments instruments of
conveyance,
conveyance, as may be appropriate evidence, perfect, record or otherwise
appropriate to evidence,
assignments of rights under or pursuant to
give full and proper effect to any assignments
Agreement.
this Agreement.

'At-Will ' Agreement:

13.Term; 'At-Will' acknowledge and agree that
Agreement: MP and Paradigm acknowledge
op, commencing on the Effective Date, and
agreement, commencing
' at-will' agreement,
this is an 'at-will'
perpetuity until terminate
continuing in perpetuity
continuing terminated accordance with
d by either Party in accordance
Clause 14 below.

14. Termination: At any time during the Term, either Party shall have the right to
14.Termination:
Agreement
tenninate this Agreeme
terminate (including
nt upon thirty (30) days' written notice (including
email) to the other Party for any reason or no reason in the tenninati ng
terminating
n. MP acknowledges
discretion.
Party's sole discretio however, that the
acknowledges and agrees, however,
Agreement
tenninati on of this Agreeme
termination nt by any party for any reason shall not affect
Compensation set forth herein, including
obligation to pay the Partner Compensation
MP's obligation
any Total Income Received by MP on any Fight Contracts, Marketing
Contracts, Marketing
Commercial Opportunities
Contracts, Commercial
Contracts, Opportunities procured by
Opportunities or Industry Opportunities
tennination under this section will not
Paradigm during the Term. Further, termination
affect the Fee Tail or Confidentiality provisionss set forth herein.
Confiden tiality provision

IS.Exclusivity and Representations:

15.Exclusivity Tenn, MP agrees not to engage
Representations: During the Term,
that
any other person or other entity to act on MP's behalf in any manner tha
Paradigm's
may conflict with Paradigm representation of MP as set forth in this
's representation
Agreeme nt.
Agreement. partnership
In entering into partnersh ip with i m as MP's
Paradig Fighter
Fighter r" .
10

926 14 I1 o:
17461 Derian Ave., Suite 203 I1 Irvine I1 CA 92614
17461 949.743.2220 ext 0 I1 f: 949.382.1409
0: 949.743.2220 949.382.1409

www.ParadigmSports.com
www.ParadigmSports.com
 epresentation, MP
rrepresentation, MP agrees
agrees toto advise
advise Paradi>m
Pa d"
"
written " ."
inquiries, ra 19m of of any
any andd all verbal or
wntten
. mqUIrIeS, communications
communications and and requests
requ ests for
<:"
lor MP's
MP's" an all verbal 0 r
dunng the
during the Term,
Term, andand to
to forward
forward to to 21.Paradigm all h services
servlc~S that
that arise
arise
141-adjam all such matters
upon . F · suc matters I d"
immediately
receIpt. For
upon receipt. or the
the avoidance
aVOIdance of of doubt,
doubt MP MP herebyh b mrne lately
warrants that
warrants that MPMP isis not
not aa party
party to
to any
any other ~greem etre
other agreement represents
y represents and and
. "" en or
or contract,
contract whether
wh th
written,
wrItten,. oral
oral or implied,
or .Imphed, that
that may
may conflict
conflict with
with thisthis Agreement,
Agreement, 'with "e ther
" wIth the
exception
exceptIon of of his
hIS outstanding
outstandmg agreement
agreement with with his his local
local team
t . thee
"l· . in
eam In the
Ph Ilppmes.
Philippines.

16 . Parad~gm'~ Services
16.Paradigm's Services Non-Exclusive:
Non-Exclusive: ItIt isis understood
understood byby the
the Parties
Parties that
that
Paradigm
ParadIgm isISan
an agency
agency that represents athletes,
that represents athletes, including
including other
other professional
professional
fighters.
fighters. As
As such,
such, MP
MP acknowledges
acknowledges and and agrees
agrees that
that Paradigm's
Paradigm's services
services
hereunder
hereunder shall
shall not be exclusive
not be exclusive toto MP
MP and and that
that nothing
nothing set
set forth
forth herein
herein
shall
shall prohibit
prohibit Paradigm
Paradigm fromfrom providing similar services
providing similar for other
services for other athletes
athletes
(including, without limitation,
(including, without other fighters)
limitation, other or engaging in any other
fi ghters) or engaging in any other
business activities
business activities during the Term.
during the Term.

17.MP's Conduct:
17.MP's Conduct: MP shall conduct
MP shall in accordance
himself in
conduct himself with commonly
accordance with commonly
accepted standards
accepted standards of decency, social conventions and morals. MP 's conduct
ofdecency, social conventions and morals. MP's conduct
shall not
shall not be
be such
such asas to shock, insult or offend the public or any organized
to shock, insult or offend the public or any organized
group therein, or reflect unfavorably
group therein, or reflect any current
upon any
unfavorably upon proposed sponsor
or proposed
current or sponsor
or such
or such sponsor's
sponsor's advertising
advertising agency,
agency, or
or any
any network
network or
or station
station over
over which
which aa
Bout is
Bout is to broadcast. Paradigm
to broadcast. the right
reserves the
Paradigm reserves unilaterally accelerate
to unilaterally
right to accelerate
this Agreement
this Agreement at any time
at any MP's conduct
if MP's
time if the aforementioned
violates the
conduct violates aforementioned
standards.
standards.

18.Notices:
18.Notices:
hereunder shall
All notices hereunder
All shall be if sent
effective if
be effective as follows:
sent as follows:

Dapidran Pacquiao:
Emmanuel Dapidran
Emmanuel Sports Management:
Paradigm Sports
Paradigm Management:
Address
Address
17461 Derian, Suite 203
17461 203
Irvine, CA
CA 92614
(949)
(949) 743-2220
SSN: _________________________
SSN: (949) 382-1409 (fax)
(fax)
Phone: ______________
Phone:
Email: _____________
Email:

I11I
Paradig Fighter
Fighter rr
17..61 Derian
17461 DerianAve., CA 92614
Irvine I1CA
Ave., Suite 203 I1Irvine 949.743.2220 ext
o: 949.743.2220
926 14 I10: ext 001I f:f: 949.382.1409
949.382.1-409

www.ParadigmSports.com
www.ParadigmSports.com
 119.Indemnification:
9 jrickmi l: Paradigm
Paradigm agrees
agrees to to indemnify
indemnify and and hold
hold harmless
harml MP MP
.
affiliates and d h
their. respective. owners, ess and
and
his affilIates
his . an t elr respectIve owners, employees, employees ' members,
members ,anagers
m
managers
officers,
officers, directors,
dIrectors, contractors,
contractors, successors
successors and and assigns
assigns (all
(all of
of such
such parties'
rf'
.mc Iud'mg MP,
including MP , theh
t e "MP'
"MP's P .
Parties")
s artIeS ") fi
from allII I
rom a claims, '
c aims, obligations, pa
obligations, liabilities, les
liabilities
expenses, fees,
losses, expenses,
losses, fees, including
including reasonable
reasonable attorney
attorney fees,
fees, costs,
costs, andand
judgments that may be asserted against
judgments that may be asserted against any of the MP's any of the MP's Parties
Parties that
that result
result
from
from the
the acts
acts or omissions of Paradigm, Paradigm's
or omissions of Paradigm, Paradigm's employees, employees, ifif any,
any, and
and
Paradigm's contractors
Paradigm's contractors and agents. MP agrees
and agents. MP agrees to indemnify to indemnify and and hold
hold
harmless
harmless Paradigm
Paradigm and their affiliates
and their affiliates and their
and their respective
respective owners,
owners,
employees, members,
employees, officers, directors,
managers, officers,
members, managers, directors, contractors,
contractors, successors
successors
and
and assigns
assigns (all (all ofof such including Paradigm,
parties including
such parties Paradigm, the the "Paradigm's
"Paradigm's
Parties")
Parties") from from allall claims, obligations, liabilities,
claims, obligations, losses, expenses,
liabilities, losses, expenses, fees, fees,
including
including reasonable
reasonable attorney fees, costs,
attorney fees, and judgments
costs, and judgments that that maymay be be
asserted against
asserted against anyany of the Paradigm's
of the Parties that result from
Paradigm's Parties that result from the acts or the acts or
omissions of
omissions MP, MP's
ofMP, employees, if
MP's employees, MP's contractors
and MP's
any, and
ifany, contractors andand agents.
agents.

20.Venue Governing Law:

and Governing
20.Venue and Agreement shall
This Agreement
Law: This deemed to
be deemed
shall be have been
to have been
and delivered
executed and
executed within California.
delivered within California. Any action brought
Any action enforce the
to enforce
brought to the
terms
terms of this Agreement
of this Agreement shall
shall be brought only
be brought in
only in the courts of competent
the courts of competent
jurisdiction,
jurisdiction, state or federal,
state or federal, located Orange County,
within Orange
located within California and
County, California and
hereto consents
party hereto
each party
each consents to the jurisdiction
to the ofsaid
jurisdiction of said Courts.
Courts.
I
21.Counterparts
21.Countemarts and and Facsimile
Facsimile Signatures:
Signatures: This
This Agreement
Agreement may
may bebe executed
executed in
in
one
one or more counterparts,
or more counterparts, each
each of
of which
which shall
shall be
be deemed
deemed an
an original,
original, but
but all
all
of
of which
which taken
taken together
together shall
shall constitute
constitute one
one and
and the same
same instrument.
instrument. This
This
Agreement may
Agreement may be be executed
executed and delivered by Facsimile
and delivered Facsimile oror electronic
and any
signature, and
signature, such facsimile or
any such or electronic signatures shall
electronic signatures shall have the
same legal effect
same as manual
effect as manual signatures.
signatures.

22. Mediation: The Parties agree that, with

22.Mediation: with respect to all controversies, claims,
claims,
disputes or
or counterclaims arising under and relating to this Agreement oror any
resulting transaction, whether it involves a disagreement about its meaning,
interpretation, application or validity and whether based on statute, tort or
common law or otherwise ("Dispute"), if
contract, common if the Dispute cannot
cannot be
settled through negotiation, the parties may first try to s ttle the Dispute by
mediation administered by the American Arbitrat Arbitrat' ssociation, Inc.
Paradigm Fighter
Fighter_+;P_'_
12

1746I
17-%1 Derian Ave., Suite
Derian Ave., 203 1I Irvine
Suite 203 Irvine 1I CA 92614 II co:
CA 92614 0: 949.743.2220 ext 0 1I f: 949.382.1409

www.ParadigmSports.com
 A), unde
(AAA),
(AA under its Com
r its mercial Med' t'
Commercial s b ef ore initiaf
. '
Arbitration. Th ' . Ion Rule
shall be agrIa d
Mediation Rules,
..'
n. The
ArbItratIOb ' h mediation
e medIatIOn shall be agreedbefore
ee to to wIthI
within n 0one Week
weeks initiating
lUg
. , dby
.initiated either .
party. The
The medi ation sh 11 t k . ne s notice
InItIate . y elt er party mediation shalla take place In
a e<:": place in 0Orange Counnotice,'
ty
' [:: omIa, or
California, or can
can be
be medi ated
mediated using video • range County,
Cah.L using video con.L erenc
conferencing, Ing h '
'agree to
parties . writi ng and will not excee d one d ' W .ateve
whatever r both
both
parties agree to m
in writing and will not exceed one day.
handle
hand all expe
le all nses indiv
expenses and exclu
idually and
individually sively of ay. hPartParties agree to
les agree to
exclusively of one one anot
another.er.

23.Arbitration:
23.A rbitration : IfIf thethe Disp ute cann
Dispute cannotot be be settle
settledd throu gh n t' t'Ion or
' · b" through ego la
negotiation or
d
mediation, arbitration
me. IatIOn, ar ItratIon .may may only
only t~en
then be
be initiated by either party
initia ted by eithe r . The
party. The
ra~or shall ability, inclu ding, without
a:b~t
arbitrator shall deten
determine
nme allall quest IOns of
questions of arbitr
arbitrability, including, without
the
llI~lltatlOn, the scop
limitation, the scope e of
of this
this Agre emen
Agreement t to
to arbit rate
arbitrate the
the subject matter of
subje ct matte r
of the
Dispute, whether
her an an agree ment to
agreement to arbit rate exist
arbitrate exists and, if
s and, so whet
if so her itit cover
whether
s
DIsp ute, whet covers
the Disp
Dispute in ques or any
tion or
question form of
other fonn
any other of disag reement or
disagreement or confl ict amon
conflict among g
the ute in
the parti
the parties to the
es to the Agre ement whet
Agreement whether such Disp
her such ute exist
Dispute existed, prior to
ed, prior or arises
to or arises
after the
the date
date of this Agre
of this ement. Arbi
Agreement. Arbitration be admi
shall be
tration shall niste red by a
administered by a single singl e
after
arbitrator
arbit AAA,, unde
from AAA
rator from its Arbi
underr its tration Rule
Arbitration Rules, who has
s, who has expe rience in
experience in the
the
field ofof sport
sports, and for
s, and for whic
which both Parti
h both es agree
Parties The Arbi
agree.. The tratio n shall
Arbitration shall take take
field
place inin Oran ge Coun
Orange ty, Calif
County, California. Both parti
ornia . Both parties shall share arbit
es shall share ration costs
arbitration costs
place
equa lly.
equally.

tration: The
Arbitration:
to Arbi only exce
The only exception the mand
to the
ption to atory arbit
mandatory ration
arbitration
xception to
24.Exception
24.E
for a dispu
is for
ision is
provision
prov te that
dispute in whic
arise in
that may arise h dama
which damages are less
ges are than Five
less than Five
Thou sand Doll
Thousand ars ($5,0
Dollars 00).
($5,000).

costs:: Prev ailing party or parti

Prevailing parties be entit
es shall be led to
entitled to
ttomeys' fees
25.Attorneys'
25.A fees and costs
costs of arbit ration (or court costs
arbitration ), reaso
costs), nable attor
reasonable neys' fees,
attorneys' fees,
recov
recover all costs
er all
and othe costs incur
otherr costs red in that actio
incurred n or proce
action eding, in addit
proceeding, addition any other
to any
ion to other
h it or they may be entitl The judg
ed. The
entitled. ment on
judgment the awar
on the award d
relieff to whic
relie which
rend ered by the arbit
rendered rator/judge shall be bindi
arbitrator/judge binding final judg
ng final judgment must be
and must
ment and be
enter
entered courtt havin
ed in a cour havingg juris diction in Calif
jurisdiction ornia.
California.

s and cond itions descr

conditions ibed in this Agre
described ement
Agreement
Confidentiality: The tenn
26.Confidentiality:
26. terms
inclu ding its exist
including ence and the comp
existence ensation prov
compensation ided for herei
provided herein shall be
n shall be
nation" and shall
Information"
"Confidential Infon
"Confidential not be discl osed
disclosed to any third party. If
third party. If
nines that it is requi red
required by law to discl ose
disclose infor mati
informationon
eitherr party deten
eithe determines
regar ement, it shall
Agreement,
ding this Agre
regarding nable
reasonable
shall,, a reaso tim
time bem aki ng
aking any such
any such
Paradigm
Paradigm Fighter
Fighter f~
13

17461I Derian uite 203 II Irvine I CA 92614 10:94

Ave., Suite
OerianAve.,S ext 00 II f:949.
9.743.2220 ext
o: 949.743.2220 382.1I 409
f: 949.382. 409

www.ParadigmSports.com
www.ParadigmSports.com
 diScfilodsur~, lconsult
disclosure,
confidential

All
th
deemed
een: ed
.
~otherwise)
erwISe!, made
terminated,
consult with the
con 1 entia treatment
requested by the oth

information

"Confidential

~onfidential Infonnation.
Confidential

disclosure

Paradi
Paradigm.m Pa
a

termmated, MP shall return =

the other
treatment for
for
the other party.

All non-public infonn t·

IOn
other
such
such
er party.

Pa
Par
.
regardmg
regarding
made available or disclosed

d·
Confide~~alli~
Information. Confidential
party
party. regarding

disclosed by
Confidential Information"

l~formation that is known bby MP or ntheOrmatIOn

information
dISclosure or thereafter b y kn
thereafter becomes known to the
d·
Confid~n~ial Information.
Confidential
appr~~~~~s
fault of MP, or (ii) is approved
P d·
regarding such
portions of the
portIons of the

_________a

ereunder.

the
d.o ~n to the
for disclosure

{:f~:a~~~~o authonty to gIVe

Paradigm
all
Information

general
by the
such disclosure

If
d·
di

ar; 19~ (whether technical

bParpadim
Infonnation" h Y aradlgm
hereunder.
to

documentation
all .documentation
shall not
generalshall
pubbc
gener~l
general
and seek
1 sclosure and seek
ISC osure as
disclosure as may
may be

Agreement

~ot at
public
at
priorpublic
or. ISC o~ure by the pnor written consent
has no authority to give consent
for the
the
be

technical or
MP shall also
ff this Agreement

time
writtenthrough no
or
also be
be
is
containing
containing
any
include (i) any
of
time of

consent of
MP's
release of MP's
of
1
27.En~ire Agreeme~t;
27.Entire Agreement; Severability: This Agreement constitutes the parties'
constitutes the parties'
entire
entIre understanding
unde:standmg of the matters set forth herein and supersedes
supersedes any
any prior
prior
un~~rsta~dIng or agreement. This Agreement may only be modified
understanding or modified inin
writing
wrItIng signed
sIgned by the parties hereto. In the event that any provision of this
provision of this
Agreement shall be illegal or otherwise unenforceable, such provision shall
shall
be severed, and the balance of the Agreement shall continue in full force and
effect.

The Parties understand that this Agreement is an important legal

document. Parties both represent and warrant that they have been advised
of their respective rights to seek and/or retain independent legal counsel of
their choice in connection with the negotiation and execution of this
Agreement, and that the Parties have either retained and have been
represented by such legal counsel
counselor
or have knowingly, intelligently and
voluntarily waived their right to such legal counsel and desire to enter into

11
this Agreement without the benefit of independent legal representation.

IN WITNESS WHEREOF, the parties hereto have hereunder signed their names
as hereinafter set forth.

14
Paradig~
Paradig Fighter
Fighter--,;,....
t_" ' __

17-461 Derian Ave., Suite 203 11 Irvine I1 CA 92614

17461 926 14 10:949.743.2220 ext 0 f: 949.382.1409
011 f:949.382.1409

www.ParadigmSports.com
Emmanu Dapidran Pacquiao
el Dapidran
E mmanuel Pacquiao Date
Date
Signature
Signature

c7yerP d-
Au Datil
Dat I
Sig ture

5.i`r.0.0-v-r

Paradigm Rahter_.,..t_'__
Fighter

17461 Derian Ave., Suite 203 Irvine ICA 92614 o: 949.743.2220 ext 0 1 f: 949.382. 1409

www.ParadigmSports.com
EXHIBIT D
DocuSign Envelope ID: 1C7D48BB-9ABB-4DAD-ACAD-68F97EEFE182

PARADIGM S PCDRTR
NA /%, f i s'N LL.; NA LL

February 25, 2020

Sean Gibbons
knuckieheadiv©aoi.com

RE: Senator Manny Pacquiao

SENT VIA ELECTRONIC MAIL

NOTICE TO CEASE AND DESIST

Sean.

As you know, Paradigm Sports Management, LLC ("Paradigm") is the exclusive representative
of Senator Manny Pacquiao with respect to his professional boxing career. It has come to our
attention that you are representing and holding yourself as having the authority to negotiate
future fight contracts on behalf of Senator Pacquiao. More specifically, we have been made
aware that you have engaged in contract negotiations with a group from the Kingdom of Saudi
Arabia in an attempt to set up a fight for the Senator this summer, in spite of Senator Pacquiao's
express direction that you cease any such activities.

First, your continued attempts to negotiate fight contracts on behalf of Senator Pacquiao
constitutes tortious interference with the agreement he has signed with Paradigm ("the
Agreement"). The Agreement, executed on February 8, 2020, unequivocally grants Paradigm
the exclusive right to negotiate the Senator's fight contracts and act as his sole global
representative in this respect.

Second. there is no written contract, permission or other legal instrument, between yourself and
the Senator granting you any authority to act as his representative for fight contracts. As the
Agreement between the Senator and Paradigm is exclusive, we hereby formally demand that
you cease these activities immediately.

While Paradigm is hopeful that you will voluntarily adhere to the demands noted herein and the
express wishes of Senator Pacquiao with respect to negotiating future remunerative bouts on
his behalf during the term of the Agreement. Paradigm will not hesitate to pursue any and all
legal remedies and actions necessary to preserve the interests of itself and those of Senator
Pacquiao set forth therein.

Aside from the impact of your tortious and illegal interference on Paradigm, your continued
activities are also harming the Senator and endangering legitimate opportunities Paradigm are
negotiating on his behalf. Any damages to Senator Pacquiao arising from your interference
shall similarly be pursued to the fullest extent of the law.
DocuSign Envelope ID: 1C7D48BB-9ABB-4DAD-ACAD-68F97EEFE182

In summary, for the good of Senator Pacquiao, we hereby demand that you immediately cease
any and all attempts to negotiate fight deals on the Senator's behalf. You have no legal
authority or basis to act on behalf of Senator Pacquiao and, if you continue to attempt to
negotiate in disregard of the notices and warnings noted herein, we will not hesitate to pursue
legal action to protect the interests of both Paradigm and Senator Pacquiao.

Sincerely.

Audie Attar, on behalf of Paradigm:

Title: CEO DocuSig nod by:

Sign: U040VU I YO I tit4 IC

2/25/2020
Date:

cc: Senator Emmanuel "Manny" Pacquiao

17461 Derian Ave., Suite 203 1 Irvine 1 CA 92614 o: 949.743.2220 ext 0 1 f: 949.382.1409

www.ParadigmSports.com
DocuSign Envelope ID: E1034526-C87D-43C1-BC72-A148843835E2 —13621626121124252111" 1"Posaa...„

PARAEDIGNA
1\-71 1:\

February 25, 2020

Winchell Campos
wincheiicEogmaii.com

RE: Senator Manny Pacquiao

SENT VIA ELECTRONIC MAIL

NOTICE TO CEASE AND DESIST

Winchell.

As you know, Paradigm Sports Management, LLC ("Paradigm") is the exclusive representative
of Senator Manny Pacquiao with respect to his professional boxing career. It has come to our
attention that you are representing and holding yourself as having the authority to negotiate
future fight contracts on behalf of Senator Pacquiao. More specifically, we have been made
aware that you have engaged in contract negotiations with a group from the Kingdom of Saudi
Arabia in an attempt to set up a fight for the Senator this summer, in spite of Senator Pacquiao's
express direction that you cease any such activities.

First, your continued attempts to negotiate fight contracts on behalf of Senator Pacquiao
constitutes tortious interference with the agreement he has signed with Paradigm ("the
Agreement"). The Agreement, executed on February 8, 2020. unequivocally grants Paradigm
the exclusive right to negotiate the Senator's fight contracts and act as his sole global
representative in this respect.

Second, there is no written contract, permission or other legal instrument, between yourself and
the Senator granting you any authority to act as his representative for fight contracts. As the
Agreement between the Senator and Paradigm is exclusive, we hereby formally demand that
you cease these activities immediately.

While Paradigm is hopeful that you will voluntarily adhere to the demands noted herein and the
express wishes of Senator Pacquiao with respect to negotiating future remunerative bouts on
his behalf during the term of the Agreement, Paradigm will not hesitate to pursue any and all
legal remedies and actions necessary to preserve the interests of itself and those of Senator
Pacquiao set forth therein.

Aside from the impact of your tortious and illegal interference on Paradigm, your continued
activities are also harming the Senator and endangering legitimate opportunities Paradigm are
negotiating on his behalf. Any damages to Senator Pacquiao arising from your interference
shall similarly be pursued to the fullest extent of the law.
DocuSign Envelope ID: E1034526-C87D-43C1-BC72-A148843835E2

In summary, for the good of Senator Pacquiao, we hereby demand that you immediately cease
any and all attempts to negotiate fight deals on the Senator's behalf. You have no legal
authority or basis to act on behalf of Senator Pacquiao and, if you continue to attempt to
negotiate in disregard of the notices and warnings noted herein, we will not hesitate to pursue
legal action to protect the interests of both Paradigm and Senator Pacquiao.

Sincerely,

Audie Attar, on behalf of Paradigm:

Title: CEO t----/ D9_9ySNoed by:

,
7 L.
47114
Sign: I30401.A) Iry I 123=9 10

2/25/2020
Date:

cc: Senator Emmanuel "Manny" Pacquiao

17461 Derian Ave., Suite 203 I Irvine I CA 92614 10: 949.743.2220 ext 0 I f: 949.382. 1409

www.ParadigmSports.com
DocuSign Envelope ID: CD221284-74B5-4CCB-95E0-3332A539E65B —111111"1"1"161180.mak....._,
—

PAFRAEDI NA F---3PCDFRT

February 25, 2020

Tom Falgui
tomfaigui@faiguilaw.com

RE: Senator Manny Pacquiao

SENT VIA ELECTRONIC MAIL

NOTICE TO CEASE AND DESIST

Tom.

As you know, Paradigm Sports Management, LLC ("Paradigm") is the exclusive representative
of Senator Manny Pacquiao with respect to his professional boxing career. It has come to our
attention that you are representing and holding yourself as having the authority to negotiate
future fight contracts on behalf of Senator Pacquiao. More specifically, we have been made
aware that you have engaged in contract negotiations with a group from the Kingdom of Saudi
Arabia in an attempt to set up a fight for the Senator this summer, in spite of Senator Pacquiao's
express direction that you cease any such activities.

First, your continued attempts to negotiate fight contracts on behalf of Senator Pacquiao
constitutes tortious interference with the agreement he has signed with Paradigm ("the
Agreement"). The Agreement, executed on February 8, 2020, unequivocally grants Paradigm
the exclusive right to negotiate the Senator's fight contracts and act as his sole global
representative in this respect.

Second. there is no written contract, permission or other legal instrument, between yourself and
the Senator granting you any authority to act as his representative for fight contracts. As the
Agreement between the Senator and Paradigm is exclusive, we hereby formally demand that
you cease these activities immediately.

While Paradigm is hopeful that you will voluntarily adhere to the demands noted herein and the
express wishes of Senator Pacquiao with respect to negotiating future remunerative bouts on
his behalf during the term of the Agreement, Paradigm will not hesitate to pursue any and all
legal remedies and actions necessary to preserve the interests of itself and those of Senator
Pacquiao set forth therein.

Aside from the impact of your tortious and illegal interference on Paradigm, your continued
activities are also harming the Senator and endangering legitimate opportunities Paradigm are
negotiating on his behalf. Any damages to Senator Pacquiao arising from your interference
shall similarly be pursued to the fullest extent of the law.
DocuSign Envelope ID: CD221284-74B5-4CCB-95E0-3332A539E65B

In summary, for the good of Senator Pacquiao, we hereby demand that you immediately cease
any and all attempts to negotiate fight deals on the Senator's behalf. You have no legal
authority or basis to act on behalf of Senator Pacquiao and, if you continue to attempt to
negotiate in disregard of the notices and warnings noted herein, we will not hesitate to pursue
legal action to protect the interests of both Paradigm and Senator Pacquiao.

Sincerely,

Audie Attar, on behalf of Paradigm:

Title: CEO DocuSignod by:

Sign: D0400011-01DC4 IC

2/25/2020
Date:

cc: Senator Emmanuel "Manny" Pacquiao

17461 Derian Ave., Suite 203 I Irvine I CA 92614 I o: 949.743.2220 ext 0 f: 949.382.1409

www.ParadigmSports.com
EXHIBIT E
DocuSign Envelope ID: E873AD3C-620E-4BC3-ADBD-1140DF543713

PARADIGM SPORTS
N4 A NJ A G E NA E NJ -T

March 23, 2020

Hon. gen. F.mmAnuel "Manny" D. Pancimian

Senate Office: Rm 526,
GSIS Bldg., Financial Center, Diokno Blvd.,
Pasay City, Philippines

Dear Sen. Pacquiao:

Good day, I hope you and your family are safe and well despite the threat of this
pandemic virus that we are all currently facing. I am also very proud that I have
learned in the news that you are in the frontline donating face masks, testing kits
and even shuttle buses for the health workers. We hope others will follow. I am
writing to you to formally memorialize my understanding of the current situation,
as well as outline our following requests to move forward and continue our
working relationship.

We agreed to honor your request of removing the $50,000,000.00 specification out

of a good faith desire to continue a respectful and cooperative relationship with
you. I have since spoken with Mr. Arnold Vegafria and Atty. Brando Viernesto, and
it is now my understanding that you intend to personally negotiate directly with
Prince Khaled Bin Abdulaziz ("Prince Khaled") for your next immediate fight.

We desire to continue fighting for you and move forward into a healthier phase of
cooperation, so we have outlined the following requests for your consideration:

1) For your next immediate fight vs Mikey Garcia, Paradigm will be named
as one of the co-promoters.

2) We also request that Paradigm be compensated 7.5% of your next

immediate fight purse, to compensate us for the time and money we have
invested on your behalf since November. Paradigm will also continue
working on any commercial and/or other industry deals as per the original
agreement, including fight sponsorships for this forthcoming bout.

17461 Derian Avenue Ste 203

Irvine, CA 92614
Paradigmsports.com
DocuSign Envelope ID: E873AD3C-620E-4BC3-ADBD-1140DF543713

3) We request that you publicly acknowledge that you have signed a

partnership agreement with Paradigm and will continue to recognize
Paradigm as your management when speaking of this forthcoming fight vs
Mikey Garcia.

4) We request that you acknowledge to Mr. Eddie Hearn, Prince Khaled and
Omar of Skill Challenge Entertainment, that Audie Attar is still your legal
representative. This will hopefully repair some of the repetitional damage
that Audie and Paradigm have sustained from the confusion over which
group legally represents you.

5) We would like to request you sign an amended partnership agreement that

deletes the reference to the 60 day time period that Paradigm initially had to
close a fight contract as well as the removal of the reference to Paradigm's
good effort to secure a $20 million dollar signing bonus since the landscape
has changed.

6) We would like your assurance that, with the exception of this immediate
fight, Paradigm will have the exclusive right to negotiate any remaining
fights on your behalf. Further, after this next immediate fight, the terms of
the amended partnership agreement will govern. For the avoidance of doubt,
Paradigm's commission will return to 10% for fight contracts as per the
original agreement.

We have been fighting for your interests in good faith for the past several months.
We spent time and resources visiting you in the Philippines twice, as well as
worked with a legal and finance team to get to the bottom of your previous fight
contract and outstanding tax liability issues without support from the other
individuals holding themselves out to be a part of your team (i.e. Koncz). We've
already taken meetings to start the venture process on some exciting JV
opportunities for you (i.e. Novellino Wines and Chef Tony). From day one, we
have taken our role as your management seriously and intend to get you the best
deals the market has to offer while helping you finish your career on terms you
deserve from a legacy standpoint.

I also want to formally memorialize my concern that Sean Gibbons, Tom Falgui,
and Winchell Campos are continuing to hold themselves out as your
representatives and negotiate on your behalf, including their continued public
claim that you legally owe Al Haymon and PBC another fight. As you know, this
may or may not be true, but based on the only written contract we've all seen,
17461 Derian Avenue Ste 203
Irvine, CA 92614
Paradigmsports.com
DocuSign Envelope ID: E873AD3C-620E-4BC3-ADBD-1140DF543713

unless the 3rd and next immediate fight was vs Floyd Mayweather, you are a free
agent.

I am dedicated to working together to figure out the path forward, but I need to
know you are also committed to working with Paradigm and are willing to
cooperate with us to do the right thing. I was honored when you told me in Manila
that you have given Paradigm your trust and confidence. I sincerely hope that you
can demonstrate this through your actions from this point forward.

Sincerely,

Audie A. Attar
,---Do9uSigned by:

s•--- 084e001E61BE416

17461 Derian Avenue Ste 203

Irvine, CA 92614
Paradigmsports.com
DocuSign Envelope ID: 3BCD21FB-AAE4-4883-9222-9294E1C9063A

March 24, 2020

Hon. Sen. Emmanuel "Manny" D. Pacquiao

Senate Office: Rm 526,
GSIS Bldg., Financial Center, Diokno Blvd.,
Pnqny PhilippinPs

To Whom It May Concern:

This is to certify that Paradigm Sports Management will allow Sen. Pacquiao to
personally negotiate his next immediate fight in the Kingdom of Saudi Arabia, which
is to be scheduled this June or July 2020. We understand that Sen. Pacquiao intends
to personally negotiate his next immediate fight with Prince Khaled Bin Abdulaziz.

As the Senator's management partner and one of the promoters for this next
immediate fight, Paradigm requests a copy of the fight contract once it has been
finalized so we can continue working on any commercial or other industry deals on
the Senator's behalf, including fight sponsorships for this forthcoming bout.

Sincerely,

Audie A. Attar
1—DocuSigned by:

/ 7-•//7
f, •
•-0846001F61BE416
EXHIBIT F
 PARADIGM SPORTS-

July 15, 2020

Michael Koncz
mikekoncz@aol.com

RE: Senator Manny Pacquiao

SENT VIA ELECTRONIC MAIL

NOTICE TO CEASE AND DESIST

Michael,

As you are aware, Paradigm Sports Management, LLC (“Paradigm”) is the exclusive
representative of Senator Manny Pacquiao with respect to his professional boxing career. It has
come to our attention that you are representing and holding yourself as having the authority to
negotiate future fight contracts on behalf of Senator Pacquiao. More specifically, we have been
made aware that you made contact with Top Rank in an attempt to negotiate a possible fight for
Senator Pacquiao in spite of your knowledge of our exclusive agreement. We have been in
contact with Top Rank as early as February of this year in regard to potential fight opportunities
for Senator Pacquiao. We now demand that you cease any such activities.

Your attempts to negotiate fight contracts on behalf of Senator Pacquiao constitutes tortious
interference with the agreement he has signed with Paradigm (“the Agreement”). The Agreement,
executed on February 8, 2020, unequivocally grants Paradigm the exclusive right to negotiate the
Senator’s fight contracts and act as his sole global representative in this respect.

Second, there is no written contract, permission or other legal instrument, between yourself and
the Senator granting you any authority to act as his representative for fight contracts. The
Agreement between the Senator and Paradigm is exclusive relating to fight contracts.

While Paradigm is hopeful that you will voluntarily adhere to the demands noted herein during the
term of the Agreement, Paradigm will not hesitate to pursue any and all legal remedies and actions
necessary to preserve the interests of itself and those of Senator Pacquiao set forth therein.

Aside from the impact of your tortious and illegal interference on Paradigm, your continued
activities are also harming the Senator and endangering legitimate opportunities Paradigm are
negotiating on his behalf. Any damages to Senator Pacquiao arising from your interference shall
similarly be pursued to the fullest extent of the law.

In summary, for the good of Senator Pacquiao, we hereby demand that you immediately cease
any and all attempts to negotiate fight deals on the Senator’s behalf. You have no legal authority
or basis to act on behalf of Senator Pacquiao and, if you continue to attempt to negotiate in
disregard of the notices and warnings noted herein, we will not hesitate to pursue legal action to
protect the interests of both Paradigm and Senator Pacquiao.
Sincerely,

Audie Attar, on behalf of Paradigm:

Title: CEO

Sign: ____________________________

Date: ____________________________

cc: Senator Emmanuel “Manny” Pacquiao

17461 Derian Ave., Suite 203 | Irvine | CA 92614 | o: 949.743.2220 ext 0 | f: 949.382.1409

www.ParadigmSports.com
EXHIBIT G
 O'Melveny
O’Melveny & Myers LLP T: +1 310 553 6700 File Number:
1999 Avenue of the Stars F: +1 310 246 6779
8ᵗʰ Floor omm.com
Los Angeles, CA 90067-6035

David Marroso
July 27, 2020 D: +1 310 246 8469
dmarroso@omm.com
VIA EMAIL AND FEDEX

Audie Attar
Chief Executive Officer
Paradigm Sports Management, LLC
17461 Derian, Suite 203
Irvine, CA 92614
(949) 743-2220 (phone)
(949) 382-1409 (fax)

Re: NOTICE OF TERMINATION - February 8, 2020 Partnership Contract between

Paradigm Sports Management and Emmanuel Dapidran Pacquiao

Dear Mr. Attar:

We are counsel for Manny Pacquiao and write regarding the February 8, 2020 Professional
Fighter Partnership Contract between Paradigm Sports Management, LLC (“Paradigm”) and
Mr. Pacquiao (the “Agreement”). This letter constitutes written notice that Mr. Pacquiao is
exercising his right to terminate the Agreement. Please direct all future correspondence
concerning the Agreement or about Mr. Pacquiao to our office and not to Mr. Pacquiao.

First, as you know, under the Agreement, Paradigm was obligated to “negotiate and close a
fight contract” on behalf of Mr. Pacquiao by no later than May 5, 2020—60 business days after
the February 8, 2020 Effective Date. Agreement ¶ 2. May 5 came and went without any closed
fight contract. June 5 and July 5 did, as well. Even today—months after the deadline set by the
Agreement—Paradigm has failed to negotiate and close a single fight contract or opportunity on
behalf of Mr. Pacquiao.

Second, Paradigm failed to use its best efforts (as defined in the Agreement) to secure a signing
bonus for Mr. Pacquiao. Agreement ¶ 2. Paradigm has not notified Mr. Pacquiao of any efforts,
much less best efforts employed to secure a signing bonus for Mr. Pacquiao and, of course, he
has not received any money whatsoever from Paradigm or anyone else as a signing bonus or
otherwise pursuant to the Agreement.

Third, as you know, the Agreement is at-will and explicitly entitles Mr. Pacquiao to terminate
with or without cause. Agreement ¶¶ 13-14. In addition to the points addressed above, others
we need not detail here, and Paradigm’s complete failure to discharge its obligations under the
Agreement, Mr. Pacquiao is terminating immediately the Agreement and relationship.

Century City • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC
Beijing • Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo
 O'Melveny

Under the circumstances, we trust that Paradigm has no objection to this termination and
agrees that because Paradigm has not secured any fights, contracts, or other opportunities for
Mr. Pacquiao, Mr. Pacquiao owes no fees of any kind to Paradigm. Further, although it should
be clear from the above, you should not conduct any activities on behalf of Mr. Pacquiao under
the Agreement or otherwise.

Nothing herein shall be construed as a waiver of Mr. Pacquiao’s legal or equitable rights, each
of which is expressly and impliedly reserved. If you have any questions, please call me.

Very truly yours,

David Marroso

DJM

2
EXHIBIT H
DocuSign Envelope ID: OF0B6273-EEB5-47C6-889C-1D2787BCF11B

I
I ~I PARADIGM
II SPORTS

SUPPLEMENTAL AGREEMENT

AN AMENDMENT is made this 23 day of October 2020. by and between Paradigm Sports
Management, LI.C, a sports agency (hereinafter "Paradigm Sports") and Emmanuel Dapidran
Pacquiao, a professional fighter (hereinafter "MP").

W'itnesseth:

WHEREAS the Parties entered into a Professional Fighter Partnership Contract dated as of
February 8, 2020 for the purposes of athlete management and partnership (the "Original
Agreement") and entered into an Amended Partnership and Management Agreement dated as
of October I I, 2020 (the "Amended Agreement"); and

NOW, in consideration of the mutual promises hereinafter contained, the Parties hereto agree
that the following sections (numbered to correspond with the Amended Agreement) will be
amended and supersede those in the Amended Agreement:

The language in Section 3 of the Amended Agreement shall be supplemented by the following
additional provisions:

3. MP Guarantees: MP agrees that he shall:

iv. Execute Exhibit A ("Exhibit") attached hereto, and agrees to, withi
hours of execution of this Agreement, send an executed copy of the Exhi it
Paradigm. Paradigm will then send the Exhibit via email, cc'ing MP and
representative Arnold Vegafria, to all professional boxing promoters who
engaged in active discussions with Paradigm or MP during the Term, as well
to Sean Gibbons, Michael Konez, Vassal Benford, Tom Falgui, Winchei
Campos and O'Melveny & Myers LLP.

Any breach of this Section that is due to the fault or negligence of MP shall be considered a material
breach. MP shall have five (5) days to cure any material breach of this Section ("Curative Period")
through any of the means enumerated in this Section 3(ii) and (iii)) counted from the receipt by
MP of a notice from Paradigm about the existence of a material breach, the details of such material
breach. and Paradigm's recommended actions to cure such material breach. The failure of MP to

17461 Detian Ave., Suite 203

Irvine, CA 92614
www.ParedigmSports.com
o: 949.743.2220 ext
f: 949.382.1409
DocuSign Envelope ID: OF0B6273-EEB5-47C6-889C-1D2787BCF11B

exert the recommended actions to cure a material breach within the Curative Period shall give
Paradigm the right to terminate this Agreement by providing a written notice to MP of its decision
to terminate this Agreement, and to impose liquidated damages.

The language in Sections 6 and 7 of the Amended Agreement shall be replaced by the following:

6. Purse Advance: Paradigm shall transfer Four Million United States Dollars
($4,000,000.00) to MP as an Advance ("Purse Advance"). Two Million U.S. Dollars
($2,000,000.00) shall be received by MP and paid by Paradigm upon signing of this
agreement. The balance of Two Million U.S. Dollars ($2,000.000.00) shall be paid by
Paradigm to MP on or before November 6. 2020. The second half of the Purse Advance
shall also be considered to be paid in the event that MP receives a value equal to Two
Million U.S. Dollars as a signing bonus for any fight contract offered on or before
November 6, 2020. The second half of the Purse Advance constitutes a bonus and its non-
provision, despite Paradigm's best efforts, shall not be considered a material breach of this
Agreement. For the avoidance of doubt. if MP is paid the second installment from a signing
bonus, and not directly from Paradigm, then MP's repayment defined below shall only be
for an amount of Two Million United States Dollars ($2,000,000.00).

In exchange for the Purse Advance, MP shall make repayments totaling Four Million
United States Dollars ($4,000,000.00) in full or in part within five (5) days in case of: (1
MP's receipt of funds as either a signing bonus before his next professional boxing figh
or fight purse following his next professional boxing fight. or (2) MP's receipt of fund'
from any business or source of income or employment earned through the effo
Paradigm. or (3) August 1, 2021, or (4) MP's material breach resulting to the term at
of this Agreement. If there are no fights or business opportunities offered by Parad n
or before August 1, 2021, then the Purse Advance shall be considered forfeited. The Pu
Advance may be prepaid in whole or in part without penalty.

7. If any payment obligation under this Section is not paid when due, as long as fight
business opportunities are offered. MP shall pay all costs of collection. includ g
reasonable attorney fees, whether or not a lawsuit is commenced as part of the collect%
process. If no fights or business opportunities are offered, then MP has no payment
obligations relating to the Purse Advance under this Section.

17461 Denan Ave, Suite 203

Irvine, CA 92614
WYVW.ParadtgmSports.com
o: 949.743.2220 ext 0
f 949.3621409
2
DocuSign Envelope ID: OF0B6273-EEB5-47C6-889C-1D2787BCF11B

The language in Section 9 of the Amended Agreement shall be supplemented by the following
additional provisions:

9. Fight Contracts: For fight contracts entered into during the Term, MP shall pay Paradigm's
fee, without holdback or exception. within fifteen (15) days of MP's receipt of any
compensation payment. In the event that the partner compensation is not paid within fifteen
(15) days counted from a written demand from Paradigm, MP shall pay the maximum
interest allowable by law per annum, and all applicable collection costs including but not
limited to attorneys fees, and accounting fees, unless MP obtains written authorization from
Paradigm allowing additional time to pay Paradigm's fee. Under no circumstances shall
the fees be paid later than three (3) months after his receipt of any compensation payment
counted from the written demand by Paradigm for payment of such fees. Both Paradigm
and MP agree that if either party receives any Total Income Received for MP's services
under any Fight Contract, Media Contract, Marketing Contract, Industry Opportunity or
Commercial Opportunity, such party shall hold the other party's share in trust until the
other party's share is paid in full.

e language in Section 16 of the Amended Agreement shall be replaced by the following:

16. Term: MP and Paradigm acknowledge and agree that this Agreement will commence
the Effective Date and remain in effect until terminated by either party. No termination sh I
occur before MP has completed two (2) professional boxing fights ("Restricted Term
However, if MP's age or political career no longer allows a second fight to occur
chooses to retire from the sport of boxing this contract reverts to an At-Will contract. n c
MP decides to fight again in the future Paradigm shall automatically be reinstated
term of this agreement is likewise reinstated insofar as Sec 1(i) is concerned to mann e
represent MP in the said tight even if this contract has been terminated.

The language in Section 17 of the Amended Agreement shall be replaced by the followi

17. Terminatien: At any time during the Restricted Term, Paradigm shall have the right
terminate this Agreement for cause, per sections 3 and 20 of this Agreement. During the At
Wilt Term, after MP's completion of two (2) professional boxing fights subject to Section
16 herein, either Party shall have the right to terminate this Agreement upon thirty (30) days'
written notice (including email) to the other Party for any reason or no reason in the
terminating Party's sole discretion. MP acknowledges and agrem however, that the
17461 Denun Ave., Suite 203
wires ('A Q2Aldi
www.ParadigmSports.com
o: 949.7432220 ext 0
1: 949.382.1409
DocuSign Envelope ID: OFOB6273- EEB5-47C6-889C-11D2787BCF118

termination of this Agreement by any party for any reason shall not affect
MP's obligation
to pay the Partner Compensation set forth herein, including
any Total Income Received by
MP on any Fight Contracts, Marketing Contracts, Commercial
Opportunities or Industry
Opportunities procured by Paradigm during the Term. Further,
termination under this
section will not affect the Fee Tail or Confidentiality provisions set
forth herein.
The language in Section 21 of the Amended Agreement shall be replaced by the
following:
21. General Damages_ MP and Paradigm acknowledge and agree that in the event of
MP's
material breach of this agreement pursuant to sections 3 and 20. that:

I. the amount of loss or damages likely to be incurred by Paradigm is difficult

or impossible to precisely estimate; and

ii. the amount specified in this section bears a reasonable relationship to, and
is not plainly or grossly disproportionate to. the probable loss likely to be
incurred by Paradigm in connection with a material breach by MP under
sections 3 and 20; and

iii. one of the reasons for MP and Paradigm reaching an agreement as to such
amount of general damages is the uncertainty and cost of litigation
regarding the question of actual damages: and

iv. MP and Paradigm are sophisticated business parties with signitican

business experience in the boxing & combat sports industry and have
been represented by sophisticated and able legal counsel durin th
negotiation and drafting of this Partnership Agreement; and

v, that the sums payable under this section are mutually understood
mutually bargained for general damages payable to Paradigm; and

vi. both Parties agree that the purpose and effect of this section is not
constitute a penalty to MP for material breach.

Accordingly. upon MP's material breach pursuant to Sections 3 and 20. both Parties agree
including but not limited to
that Paradigm shall be entitled to receive general damages from MP
would have earned as Partner
(I) the Fair Market Value CFMV") of the amount Paradigm
17461 Derian Ave., Suite 203
Irvine. CA 92614
www.ParadigrnSportS.com
o: 949.743.2220 ext 0
f: 949.382.1409
4
DocuSign Envelope ID: OF0B6273-EEB5-47C6-889C-1D2787BCF11B

Compensation for two (2) professional boxing fights owed under the Agreement, subject to Sec.
16 herein, (2) the cost of anyl expenses
rt paid by Par-adigro to fivuilitate the negotiation and
performance of this Agreement, and (3) immediate repayment of the Purse Advance, subject to
Sec. 6 herein. The FMV amount will be based on the average purse and pay per view revenue for
Mrs last ten main event fights. For the avoidance of doubt, this section shall not limit any other
rights, remedies, or actions of Paradigm upon MP's material breach of this Agreement or any
previous Agreements between the parties.

The Parties understand that this Amendment i§ an important legal document. Parties both
represent and warrant that they have been advised of their respective rights to seek and/or retain
independent legal counsel of their choice in connection with the negotiation and execution of
this Amendment, and that the Parties have either retained and have been represented by such
legal counsel or have knowingly, intelligently and voluntarily waived their right to such legal
counsel and desire to enter into this Amendment without the benefit of independent legal
representation.

IN WITNESS WHEREOF, the Parties hereto have hereunder signed their names as hereinafter
set forth.

23 OCT- 2ma6
Emmanuel Dar ao Date
Signature ( —DocuSigned by:

10/23/2020
\ --D846001F61BE416

Audie Attar Date

Signa

),3104-w-D
Arnold ri Date
atur

17461 Derian Ave., Suite 203

Irvine, CA 92614
www.ParadigmSpods.com
o: 949143.2220 ext 0
f: 949.382.1409 5
III' PARADIGM
it SPORTS

EXHIBIT A
Authorization

I, Senator Emmanuel Dapidran Pacquiao, hereby certify that Audie Attar and his company Paradigm
Sports Management are my exclusive representatives as it relates to my next two professional boxing
fights.

I hereby authorize Audie Attar to speak directly with any and all professional boxing promoters
worldwide on my behalf.

Apart from myself and Audie Attar, no other individual or organization has the right or legal authority
to speak with any promoter or organization regarding the future of my professional boxing career as it
relates to my next two professional boxing fights. I would ask that any inquiries in regard to potential
fights be directed solely to Mr. Attar, and that he be notified immediately of any instance where any
other unauthorized individual makes contact with your organization claiming to have this authority.

Senator Emmanuel Dapidran Pacquiao Date

Audit Attar nstft

CEO Paradigm Sports Management

1 7461 Derian Ave., Suite 203

Irvine, CA 92614
www.ParadigmSports.com
o: 949.743.2220 ext 0
f: 949.382.1409
EXHIBIT I
 EXHIBIT A

Autorization

I, Senator Emmanuel Dapidran Pacquiao, hereby certify that Audie Attar and his
company Paradigm Sports Management are my exclusive representatives as it
relates to two of my professional boxing fights.

I hereby authorize Audie Attar to speak directly with any and all professional boxing
promoters worldwide on my behalf for these two fights.

Subject to my previous contracts and negotiations which I have personally done,

no other individual or organization has the right or legal authority to speak with
any promoter or organization regarding the future of my professional boxing fights
under Paradigm. I would ask that any inquiries in regard to potential fights be
directed solely to Mr. Attar and myself, and that Mr. Attar be notified immediately
of any instance where any other unauthorized individual makes contact with your
organization claiming to have this authority.

JAN 5, 202
Senator Emmanuel Dapidran Pacquiao Date

Audie Attar Date

CEO Paradigm Sports Management
EXHIBIT J
 Tweet

Audie A. Attar
@AudieAttar

IIII PARADIGM
if SPORTS

The boxing industry has a history of shady characters being involved. These individuals introduce
confusion and spread false rumors solely for their own interests. Unfortunately, this only ends up
hurting the fighters. It has come to our attention that some of these individuals are once again
spreading false and inaccurate rumors that are self-serving without the authority of Senator
Pacquiao or Paradigm Sports.

Senator Pacquiao engaged Paradigm Sports as his exclusive representatives last year because
he wants to close out the final chapters of his historic boxing career in a meaningful way.

No one outside of Paradigm Sports is involved in any way with the management of Senator
Pacquiao's boxing career at this time. Anyone falsely representing themselves as Senator
Pacquiao's manager or representative as it relates to his remaining fight career may face
legal repercussions.

Paradigm Sports has a reputation in the combat sports industry for operating with integrity,
professionalism and transparency fighting for our clients, and we look forward to producing an
incredible event with Senator Pacquiao in early 2021.

I am working closely with Senator Pacquiao and his legal team in Manila on plans for his next
fight. We will be sharing the details of this event in the coming weeks.

Audie A. Attar
Founder, CEO

ESPN Ringside and 3 others

8:08 PM • 1/30/21 • Twitter for iPhone

17 Retweets 5 Quote Tweets 80 Likes

EXHIBIT K
6/25/2021 Sean Gibbons on Instagram: "Hottest Fight IUSPH of the year'

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WHO IS THE GREATEST SOUTHPAW

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EXHIBIT L
 Tweet

Manny Pacquiao 41
@MannyPacquiao

Training camp has begun. I'm

ready to get back in the ring and
to further add to my legacy in the
sport of boxing. Big news coming
soon. @ParadigmSports
@AudieAttar

12:10 PM • 2/9/21 • Twitter for iPhone

608 Retweets 204 Quote Tweets

4,618 Likes
EXHIBIT M
 9:32 se ^
A Safari

Tweet

41- -21 Mike Coppinger 0

@MikeCoppinger

Sources: The proposed Manny

Pacquiao-Terence Crawford
welterweight title fight, pegged for
June 5, appears all but dead after the
funding from Abu Dhabi investors
never came through. Crawford, at long
last, would have finally landed an elite
opponent. Now the wait continues

Mike Coppinger Q @MikeCoppi... • 3/30/21

Sources: Top Rank has informed ESPN and PPV
distributor In Demand that it's exploring a June
5 fight in Abu Dhabi between welterweight
champ Terence Crawford and Manny Pacquiao.
There's no deal yet, but it's contingent on the...
Show this thread

5:21 PM • 4/23/21 • Twitter for iPhone

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