and Associates

16 July 2022

P.
2F
Ma

Attention: Mr. R
Authorized Representative

Dear Mr. Tumamak:

We are pleased to submit, for your consideration and approval, this proposal to assist P. (the
“Company”) in answering its legal queries and handling its annual submission of General
Information Sheet (GIS) with the Securities and Exchange Commission (SEC)

Background

We understand that the company intends to procure our services to answer its legal queries, assist
in filing and submitting GIS with the SEC.

To better acquaint you on the process, we discuss in brief the laws pertinent to the Company’s
intended activity.

SEC is mandated by the Corporation Code and the Securities Regulation Code to regulate the
corporate sector and the securities markets. The collected personal information will be utilized for
regulatory purposes pursuant to our statutory functions to ensure full and timely disclosure of
material information, protect the investors, and minimize if not eliminate fraudulent or
manipulative devices and practices that create distortion in a free market. Further, the SEC, as
supervising authority, is mandated to assist the Anti-Money Laundering Council (AMLC) in
effectively implementing the provisions of the Anti-Money Laundering Act, and to obtain, keep and
make accessible information necessary to detect and prevent money laundering and terrorist
financing in the country.

SEC is also mandated by Executive Order No. 2 (2016) or the Freedom of Information (FOI)
regulation, to provide every Filipino access to information, official records, public records and to
documents and papers pertaining to official acts, transactions or decisions, as well as to
government research data used as basis for policy development. Thus, SEC treats the GIS as public
record which is available to the public.

SEC shares with and makes available the GIS to interested parties in order to fulfill the
aforementioned functions and mandate, for purposes such as:

a. complying with court orders, subpoenas and/or other legal obligations;

b. complying with requests from law enforcement agencies in the conduct of their investigations;

c. complying with requests from regulatory and administrative agencies in the conduct of their
investigations, due diligence and policy and research studies;

d. sharing of information with domestic and international organizations and other researchers for
their research initiatives;

e. complying with requests from investing public, prospective business partners and clients in the
conduct of due diligence of companies and their stockholders and officers including their personal
and financial information to enable them to form an informed investment and business decision;

f. determining the compliance of companies and their stockholders with foreign ownership
limitations in cases where the entities are engaged in fully or partially nationalized activities;

g. monitoring the effect of the securities issue on ownership, on the mix of ownership, especially
foreign and local ownership;

h. monitoring the companies’ implementation of good corporate governance practice of having

board diversity in terms of gender, age, ethnicity, culture, skills, competence and knowledge;

i. complying with the requests from claimants against companies and their stockholders and officers
in the enforcement of their legal claims through the addresses provided in the GIS;

j. complying with the Bureau of Internal Revenue requirement to reflect the valid Taxpayer
Information Number of the companies and their stockholders and officers, and discourage and
prevent the use of fake and multiple TINs in corporate and business transactions.

k. complying with legal mandate to provide true, correct, timely and complete information such
that the filing is under oath.

Filing of GIS

As provided by SEC Memorandum Circular No. 2 - 2020, all corporations shall file their GIS within 30
calendar days from:

a. Stock Corporations - date of actual annual stockholders' meeting

b. Non-Stock Corporations - date of actual annual members' meeting

c. Foreign Corporations - anniversary date of the issuance of the SEC License.

Scope of Services

Our services shall cover the following activities:

1. Understanding the objectives of the Company and advise actions to execute its plans
efficiently and legally sound;

2. Advising the Company on the actions / resolutions that need to be taken by the Board
of Directors and Stockholders, as well as the actions / resolutions that need to be taken
 by the Board and the Stockholders. We will also assist in drafting the appropriate
resolutions or documents;

3. Assisting in its annual filing of GIS with the SEC

4. Drafting, or assisting the Company in collating the documents required to be presented

or submitted to the SEC. This includes advising the Company on any corporate or
regulatory issue that may arise in the course of preparing or executing the documents.

Professional Fee 

For the above-mentioned services, we propose a fee of ₱10,000.00 monthly, exclusive of value-
added tax (VAT).

Out-of-pocket expenses (OPEs), such as, but not necessarily limited to office costs (e.g.,
photocopying, fax, telephone) and transportation and/or representation charges which we may
actually incur in connection with these services will also be for your account and will be billed
separately. Filing fees to the SEC will likewise be for your account.

The Company’s Obligations

The Company agrees that the performance of the services under this engagement shall be based
strictly and solely on the information or documents that will be submitted to the undersigned. The
Company shall communicate on a timely basis any changes in its circumstances that could affect the
performance of the services covered herein.

Conflict of Interest

Upon initial verification, the Firm, to the best of its knowledge is not presently aware of any conflict
of interest which would affect our ability to perform the services under this letter. We shall advise
you if we become aware of any potential conflict of interest, and we will work with you to reach a
suitable solution.

Data Privacy

The Company expressly consents to the Firm’s disclosure, necessary for the accomplishment of this
engagement, of relevant information disclosed by the Company. The Company undertakes that it
had secured the consent of the owners of personal information before disclosure in compliance
with the requirements and procedures on the collection, processing and handling of personal
information, if any, specifically enumerated under Republic Act No. 10173, otherwise known as the
Data Privacy Act of 2012.

Limitation of Liability Clause

The Firm’s maximum liability relating to services rendered under this proposal (regardless of form
of action, whether in contract, negligence or otherwise) shall be limited to the charges paid to the
Firm for the portion of the services or work products giving rise to the liability.  In no event shall the
Firm be liable for consequential, special, incidental or punitive loss, damage or expense (including,
without limitation to, loss of profits, opportunity costs, etc.) even if it has been advised on their
possible existence.
 
The Company shall hold harmless the Firm and its personnel from and against any claims, liabilities,
costs and expenses (including, without limitation to, attorney’s fees and the time of the Firm’s
personnel involved) brought against, paid, or incurred at any time and in any way arising out of the
services or relating to information made available in connection with the Firm’s work products or
services under this letter, except to the extent any such losses, expenses, damages or liabilities are
finally determined to be the result of bad faith or deliberate misconduct on the part of the Firm’s
and its personnel. This provision shall survive the termination of this agreement for any reason.

The Company hereby authorizes the Firm to send and receive information and opinions, via e-mail
(Internet). The Company understands and acknowledges that the use of electronic mail via Internet
or World Wide Web has inherent risks such that the Firm cannot guarantee the confidentiality of
the information contained in such e-mails from access by unauthorized third parties. The Company
hereby acknowledges that the Firm has no responsibility to the Company if the distribution or
receipt by the Firm of such information via e-mail results in any claims against the Company.

Governing Law

This proposal, including its formation and the parties’ respective rights and duties and all disputes
that might arise from or in connection with this engagement or its subject matter, shall be governed
by and construed in accordance with the laws of the Republic of the Philippines, without giving
effect to conflicts of laws rules.

Exclusivity Clause
 
This proposal is made available to the Company on the strict understanding that it will not be
shown, read or passed on to any other person who is not a current employee of your organization.
 
This proposal will remain the property of the Firm until such a time that a formal contract is signed
with the Company.  As such, the contents may not meanwhile be disclosed by the Company to any
third party.  If the Company decides not to proceed with the engagement or selects another service
provider, we request the return of this proposal letter together with assurances that no
photocopies of this proposal have been made.

Confidentiality

The Company and the Firm acknowledge and agree that all information communicated to either the
Company or the Firm by the other party in connection with the performance by the Firm of the
services under this engagement shall be received in confidence, shall be used only for purposes of
this engagement, and that no such confidential information shall be disclosed by either of the
parties hereto, without prior written consent of the other party, except as may be necessary by
reason of law or regulatory requirements applicable to each party and its business.

This proposal is strictly confidential and may not be disclosed or distributed to any person or entity
other than the management of your Company, and its affiliates, or used for any purpose without
our express written consent.

Termination
Either party may terminate this engagement by providing a written notice of termination to the
other party. Termination of this engagement will not affect your obligation to pay the Firm’s fees
for all services performed and expenses incurred to the date of the notice of termination.

Conforme

If the foregoing terms are acceptable to you, kindly indicate your conformity thereto by signing on
the space provided below and return a signed copy to us. Should you have any question on the
proposal, we shall be pleased to discuss them with you. The signed proposal shall be our exclusive
mandate to commence the engagement.

Thank you for giving us the opportunity to offer our services to the Company. We look forward to
working with you on this engagement.

Very truly yours,

By:

AT

CONFORME:

PHI

By: ___________________________
(Signature over Printed Name)

Date: ___________________________