IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

​
Transaction Reference: TRN – SFS20BEC195.02

Date: March 4, 2022

This letter serves as notification that, BLACKOPS STUDIOS ASIA INC., represented by Kelly S. Uy
with passport No. P3987005B with full GUARANTEE LETTER (PGL) and legal and corporate
authority will honor the following PAYMENT IRREVOCABLE MASTER FEE PAYMENT
AGREEMENT (IMFPA), regarding the Partnership agreement on investments and financial
cooperation for project purposes, for the transfer of funds in the total amount of USD $200,000,000
plus Rolls and Extensions with (SENDER NAME) with full knowledge of their intermediary, Mr.
Neil Cabanos.

• We, BLACKOPS STUDIOS ASIA INC., represented by Kelly S. Uy with passport No.
P3987005B have confirmed with my bank officer that we are READY WILLING AND
ABLE to receive funds in the total amount of USD $200,000,000 (Two Hundred Million
Dollars) or its equivalent, assigned below and the payout will be made immediately without
any excuses, as guaranteed on this PGL as:
• We, BLACKOPS STUDIOS ASIA INC., represented by Kelly S. Uy with passport No.
P3987005B, agree and guarantee payments to all beneficiaries ‘bank account and paymasters’
bank accounts, for each tranche within 7 banking days after the funds have been received and
credited into our account from the Sender’s Bank and disbursed per the IMFPA in the
Payment Guarantee Letter, as shown in the following pages.
• The laws applicable to the CASH FUNDS TRANSFER govern the present guarantee. The
courts having jurisdiction for matter relating to the agreement shall have jurisdiction in
respect of matters relating to the agreement. The present guarantee shall come into force and
shall take immediately.
• We, (SENDER NAME) represented by ---------------------, with passport No. ---------guarantees
that the currencies to be transacted, for making the investments, are all good, clean and
cleared funds of non-criminal origin, without any traces of illegality or unlawfulness
whatsoever.
• We, BLACKOPS STUDIOS ASIA INC., represented by Kelly S. Uy with passport No.
P3987005B expressly agree to be criminally liable for QUALIFIED THEFT punishable under
Article 310 of the Revised Penal Code and/or Estafa punishable under Article 315 of the
Revised Penal Code in case of any violation of the representations, undertakings and
obligations mentioned in this Agreement perpetuated by BLACKOPS STUDIOS ASIA INC.
or its representative, Kelly S Uy. There is a presumption of Guilt that committed should we
fail to remedy within 48 hours from receipt, any notice of breach / violation given by the
SENDER or any of our duly authorized representative of any of the obligations,
representation or undertakings required under this Agreement or other related tasks connected
herein. We confirm and declare that these criminal offenses are NON-BAILABLE. We also
unconditionally promise to provide / furnish the SENDER or any of its duly authorized
representatives within 48 hours from written demand any bank statements, ledgers or bank
documents related to the payment tranches mentioned above.

• We, SENDER NAME represented by ---------------------, with passport No. -----------guarantees

that should the currencies to be transacted should be held by Anti-money laundering council
(AMLC) or any local or foreign government agency due to its illegal nature, we will not hold
Blackops Studios Asia Inc. or any of its legal representatives liable for any wrongdoings both
criminal and civil.
• This PGL & IMFPA shall be valid upon the signing by the Sender, Receiver and Intermediary.
 TOTAL VOLUME OF INVESTMENTS, ORDER OF FINANCING: Investor’s currency US$
(DOLLARS).
Total Investment Amount $200,000,000.00 (Two Hundred Million) with R & E

Delivery: CASH FUND TRANSFER / PHYSICAL CASH PAYMENT

Duration of Payment: PAYMENT WITHIN (7) SEVEN BANKING DAYS IN TRANCHES AS
INDICATED IN THE “HEAD OF TERMS FOR THE PRODUCTION OF
INTERNET BASED MOTION PICTURES” – MT 103 WIRE TRANSFER
Total Face Value: $200,000,000.00 (TWO HUNDRED MILLION DOLLARS) WITH ROLLS
AND EXTENTIONS
Purpose of Payment: PAYMENT FOR CONTRACT NO.: BSAI-0001-2021
Payment By: CASH FUNDS transfer or physical cash payment within 7 Banking Days
after credit of the funds into the account of Blackops Studios Asia Inc.
Note: 1. It’s understood that the amount and timing of tranches are defined in
the present Agreement.
2. SENDER MUST SEND A TELEGRAPHIC TRANSFER SLIP
CONFIRMATION AFTER EACH TRANCHE.

November 26, 2021

ORDER OF FINANCING: DESCRIPTION OF INSTRUMENTS: CAHS FUNDS TRANSFER

VIA: MT103/202.

Now therefore in consideration as herein set out and in consideration of the understanding, as well
as of here good valuable purposes, the adequacy and receipt of which is hereby acknowledge by
Parties as follows:

Party A ready to start project financing in the volume and follows the sequence:

Party A provides Party B with funding necessary for the implementation development projects
through their own currency.

IRREVOCABLE MASTER FEE PROTECTION AGREEMENT

I, Mr. Kelly S Uy, acting with full responsibility, hereby irrevocably and unconditionally ally,
without protest or notification, without prejudice, recourse or delay, guarantee to pay the fee
entitled to the beneficiaries listed on this document, via Wire Transfer, at the time of the settlement
of each tranche of the transaction. The Fee Agreement is our irrevocable pay order to the
intermediaries, is and shall remain an intricate part of the Agreement between the Received and
Sender.

I, Mr. Kelly S Uy and my legal representatives, acting with full responsibility, hereby irrevocable
and unconditionally, without protest or notification, without prejudice, recourse or delay,
guarantee to transfer Dollars /Pesos to the bank account designated as mentioned in this
Agreement

This transfer will be done before any orders, agreements or arrangements of Investor come into
effect.

This pay order shall remain in effect until this transaction, including renewals, extensions and
additions are fully completed.

All disputes and questions whatsoever which arises between the parties to this Agreement and
touch in on this agreement on the construction or application thereof or any account costs, liability
to be made hereunder or as to any act or way relating to this agreement shall be settled by the
arbitration in accordance with the arbitration laws of the ICC.

This Agreement contains the entire agreement and understanding concerning the subject matter
hereof and supersedes and replaces all prior negotiations and proposed agreements, written or oral.
Neither of the Parties may alter, amend nor modify this Agreement, except by an instrument in
writing signed by all parties. This agreement will govern by and construed in accordance with the
laws of the Philippines. In the event that either party shall be required to bring any legal actions
against the other in order to enforce this agreement, the prevailing party shall be entitled to
recover reasonable attorney fees and costs.

Generally recognized International Standards of Non-Circumvention and Non-Disclosure are

applicable for a period of five (5) years from the date of this document or the last date of the
contract including ay renewals, extensions and additions are fully completed and we agree to
respect those.

We hereby declare that we are fully aware that the information received for you is in direct
response to our request and is not in any way considered or intended to be a solicitation of funds
of any sort or any type of offering and it is intend for our general knowledge only. We hereby
affirm, under penalty of perjury, that we have requested information from you and your
organization by our choice and free will, and further that you have not solicited us in any way.
Intermediaries are NOT advisors of any kind.

Parties to this Agreement are independent contractors and all contemplated payments and/or
disbursements hereunder are divided interests. Nothing in this Agreement construes or creates a
partnership or employer / employee relationship between or among the parties hereto. All taxes,
and other fees are the responsibility of each of the parties hereto.

This Agreement will come into effect only after each full tranche of money transfer has been made
and will happen and only after the Receiver, would have already made the transfer related to the
first Investment to the designated bank accounts of the transferees.
March 04, 2022

​I agree to the above Irrevocable Master Fee Protection Agreement in its entirety.

​
This Agreement once executed by all Parties will become effective as of the date first written
above. Any official notice(s) exchanged by the Parties hereto, shall be sent to the first mentioned
address(s) herein or as may be attached by addenda hereto a facsimile or electronically transferred
copy duly signed by both parties shall be deemed original

SENDER %

SENDER\s – A: % (----------) PAYMENT OF FACE VALUE INCLUDING R&E TO THE

FOLLOWING SENDER’S ACCOUNT:

TO RECEIVE:
COMPANY NAME:
COMPANY ADDRESS:
REGISTRATION No.:
REPRESENTED BY:
PASSPORT NO.:
BANK NAME:
BANK ADDRESS:
BANK ACCOUNT:
SWIFT CODE:
IBAN CODE:
ACCOUNT NAME:
BANK OFFICER:
BANK OFFICER EMAIL / TEL
NO.:
 RECEIVER %

RECEIVER\S – A: % (-----------------) PAYMENT OF FACE VALUE INCLUDING R&E TO

THE FOLLOWING RECEIVERS ACCOUNT:

TO RECEIVE: % (-------------------) OF THE FACE VALUE PLUS R&E

COMPANY NAME: BLACKOPS STUDIOS ASIA INC.
COMPANY ADDRESS: 7TH FLOOR, COHERCO BUILDING, V.A. RUFINO ST.,
MAKATI CITY, PHILIPPINES
REGISTRATION No.: CS201622549
REPRESENTED BY: KELLY S UY
PASSPORT NO.: P3987005b
BANK NAME: ASIA UNITED BANK
BANK ADDRESS: 564-570 QUINTIN PAREDES ST. BINONDO, MANILA
BANK ACCOUNT: 004-16-000004-8
SWIFT CODE: AUBKPHMMXXX
IBAN CODE: N/A
ACCOUNT NAME: BLACKOPS STUDIOS ASIA INC.
BANK OFFICER: STEPHANIE YU
BANK OFFICER EMAIL / TEL AUBBDO@AUB.COM.PH
NO.:
+639178299066
 RECEIVER’S PASSPORT COPY

RECEIVER'S INCOPORATION CERTIFICATE

 EDT (Electronic Document Transmission)

EDT (Electronic Document Transmission) shall be deemed valid and enforceable in respect of any
provisions of this contract. As applicable, this Agreement shall be:

1. Electronic Commerce Agreement (ECE/TRADE/257, Geneva, May 2000) adopted by the

United
Nations Centre for trade Facilitation and Electronic Business (UN/CEFACT)

2. EDT documents shall be subject to European Community Directive No. 95/46 EEC, as applicable.
Either Party may request hard copy of any document that has been previously transmitted by
electronic means provided however, that any such request shall in no manner delay the parties from
performing their respective obligations and duties under EDT instruments.
3. Electronic Transmissions: Each party is to sign and initial this Agreement and send copies to the
other party vial Electronic mail and shall be considered the same as an original. When each party
has completed copies of this Electronic Mail from the other party, the Agreement is considered to
be finalized by all parties. The parties consent and agree to be bound contractually by electronic
communications relative to the matter addressed in this Agreement. By executing this Agreement,
both parties acknowledge that they have the hardware and software required to receive and transmit
communications (emails and email attachments) electronically to each other, in generally- accepted
business formats (such as, but not limited to Microsoft Office). Both parties specifically agree to do
business with each other electronically.

The Parties hereto covenant and agree that each of them will execute such other and further
Instruments and/or Documents as may become reasonably necessary so as to effectuate the purpose of
this Agreement.

ELECTRONIC SIGNATURE IS VALID AND LEGALLY –

BINDING AS AN ORIGINAL AS IF TRANSMITTED IN SECURE AND CERTIFIED
FORMAT

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
_____________________________)

​
Before me, a Notary Public for and in ________________, on this _______day of
_________________, personally appeared:

NAME ​Passport No. ​Issued Place

Kelly S. Uy ​ ​ ​P3987005B ​DFA Manila

Neil Cabanos

Known to me to be the same persons who executed the foregoing instrument, and
acknowledged to me that the same is their free and voluntary act and deed. This instrument consists of
(10) pages including this page where this acknowledgment is written, signed by the parties hereto and
their instrumental witnesses.

WITNESS MY HAND AND NOTARIAL SEAL on the date and place first above written.
 NOTARY PUBLIC

Doc. No._______;
Page No._______;
Book No.______;
Series of 2021;

** END OF DOCUMENT ***

SENDER: —————————-INTERMEDIARY:————————- PAYMASTER:

—————————