20 June 2022

WINTER PHILIPPINES CORPORATION

B8 L1 Yellowfin St
Brgy San Jose, Quezon City
KBanzali@gmail.com

Attention:        Mr. Kevin Banzali

        President

Re: Request for refund of erroneously paid tax

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Gentlemen:

We confirm our engagement to render the legal advice, assistance, and to

represent you before the Bureau of Internal Revenue for purposes of processing
tax refund for erroneously paid taxes for FY 2020.

Our Firm

Our Firm is composed of twenty (20) lawyers which are assisted by paralegals
and a full complement of non-legal staff. Our main office is located in Bonifacio
Global City. We regularly correspond with many of the leading law firms
throughout the world, including those in Asia, Australia, Europe, and the U.S.A.

Our Firm’s legal services

Our Firm provides a full range of legal services to clients. It has been involved in
the handling of many important and complicated transactions and cases. It is
divided into seven (7) Service Departments, namely: Retainer, Intellectual
Property, Corporate and Special Projects, Labor and Employment, Litigation, Tax
and Immigration.

Our Tax Department renders tax advice on the transactions arising from the
daily operations of various types of business enterprises engaged in the business
of banking, securities, energy, construction, manufacturing, technology, business
process outsourcing and telecommunications, among others. We also defend and
represent our clients against assessments received from the Bureau of Internal
Revenue and litigate any claims for refunds/credits from the administrative until
 the judicial level. We also handle individual clients who require assistance on
estate planning or advice in the settlement of large estates with complex issues.

Generally, a team of at least three (3) lawyers - composed of a Supervising

Partner, a Partner or Senior Associate in-charge, and one or more assisting
Associates - is assigned to every case or project referred to our Firm. Our policy
of creating a team of lawyers for every referral, we believe, promotes superior
work and also ensures, among others, that more than one lawyer will be
responsible for any matter covered by the case or project and that any member of
the assigned team of lawyers can take over the role of another who may not be
available at any particular point in time. The members of the assigned team of
lawyers do not work in isolation within our Firm. From time to time, they may
have to consult with members of the other service departments in our Firm.

Our Firm’s billing practices and procedures

Our bill for legal services to be rendered in connection with the handling of a
corporate referral will be based on the current hourly rates of our lawyers, 1 which
are adjusted from time to time and, as of date, are as follows:

For Partners/Of Counsels - Php 5,000

For Associates - Php 3,000
For Paralegals - Php 1,000

Additional billings will subsequently be made as often as our accumulated

billable time may warrant. Our fees for these additional billings will be based on
the time actually devoted by our lawyers, the novelty and difficulty of the
questions involved, the extraordinary efforts required, the amount involved in
the controversy and the benefits resulting to the client from our services. Should
there be unforeseen eventualities that would require us to adjust our rates, we
shall promptly advise you of the fact. Subsequently, we shall bill you in
accordance with our usual billing procedure and we shall send you our statement
of account for legal services on a monthly basis, or as soon as the billable time of
our lawyers warrant a billing.

In accordance with the policy of our Firm, and considering the level of actual
expenses which we expect to incur in handling this matter, we also require an
additional fee of Php 200,000.00, plus the 12% VAT. The same will cover the actual
expenses incurred by our Firm, such as the photocopying, long distance telephone
charges, transportation expenses, as well as per diems and accommodation
expenses (when the work is rendered outside Metro Manila), overtime pay of our
non-legal staff, overtime meal allowance of our lawyers and non-legal staff and
1
The present VAT for legal services rendered is 12% of the legal fee. The 12% VAT, if
required by law, shall be for your account.
2
other similar expenses. From time to time, our Finance Department will render a
report on these expenses.

All payments to us may be made by check or may be remitted by bank transfer to

our account as follows:

Account Name : MARTINEZ-PELAGIO LAW OFFICES

Account No. :      1234-N13445
Swift Code :         RCBC PH MM
Bank Name :       Rizal Commercial Banking Corporation
Branch :          Sun Wu Business Center
Address :           Ground Floor, Unit 4, The Fort Sapphire
Residences Condominium,
5th Ave., cor. 35st St., Sun Wu Park, Bonifacio Global
City, Taguig City, Philippines
Purpose of
Remittance : Payment for Professional/Legal Services

Should you find the foregoing to be in order, please indicate your conformity in the
space provided below and return a signed duplicate original of this letter-
agreement to us for our files.

We look forward to being able to work with you closely on this

Project.

Very truly yours,

MARTINEZ-PELAGIO & PELAGIO LAW OFFICES

By:

CONFORME:

By:

_____________________________
MR. KEVIN BANZALI
President