JOINT VENTURE AGREEMENT

BETWEEN
EFRAIM GENUINO .

AND

ANDREW CHUA, GONY LIM, AND

AMELIA SUN

Entered into this ___ day of _______2022, By and Between EFRAIM GENUINO, with business
address at Treston Building, 32nd St., cor. C-5 Road, BGC, Taguig City (hereinafter called
"VENTURER 1" or “GENUINO”) and ANDREW CHUA, GONY LIM, and AMELIA SUN ,
with its principal office at ____________________ (hereinafter called "VENTURER 2").

VENTURER 1 and VENTURER 2 (hereinafter collectively called the "Parties") have

entered into discussions and negotiations for the creation of a joint venture corporation for the
operation of Texas Hold’em Poker Tables duly licensed by the Philippine Amusement and
Gaming Corporation (PAGCOR); (Joint Venture Project)

and

The Parties desire to create the basis for a close and long-term relationship and, therefore,
wish to establish an Equity Joint Venture in the form of a corporation to be known as SUN
NARRA CORPORATION (hereinafter called the "Joint Venture") in which both Parties will
have ownership interests and rights; and

The purpose of the Joint Venture is to own and operate a corporation in the Philippines for
the operation of Texas Hold’em Poker as hereinafter defined.

ARTICLE II - OBJECT AND SCOPE

2.1. The object of this Agreement is the establishment of an Equity Joint Venture in the
form of a corporation to operate Texas Hold’em Poker.

ARTICLE III - FORMATION OF JOINT VENTURE

3.1 Capitalization.

3.1.1. The initial equity capital of the Joint Venture is

_____________________________________, to be committed and contributed in the proportion
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of sixty percent (60%) for Venturer 2 and forty percent (40%) for Venturer 1’s contribution to
the equity of the Joint Venture consists of ______________________________.Venturer 2’s
contribution to the equity of the Joint Venture consists of __________________________.
Venturer 2 shall affiliate with the necessary Filipino investors in order to comply with Filipino
equity requirements.

3.1.2. Capitalization in Paragraph 3.1.1 will consist of cash in the amount of

____________________ to be committed by Venturer 2. Additionally,Venturer 1 will
contribute _________________________.

3.4. Powers of the Joint Venture.

3.4.1. The Parties agree that the Joint Venture will have all purposes and powers
necessary to carry on the business for which it is established and all purposes and powers allied
and incidental thereto, as permitted by the laws of the Philippines. The purposes and powers of the
Joint Venture are set forth in the Joint Venture's Articles of Incorporation , which are attached
hereto as part of Exhibit A.

3.5. Management of the Joint Venture.

3.5.1. The management of the business and the conduct of the affairs of the Joint
Venture will be vested in its Board of Directors, who will be elected by VENTURER 1 and
VENTURER 2, exercising their ownership rights in the Joint Venture in proportion to the Joint
Venture's capital investments listed above.

3.5.2. The Board of Directors will be comprised of five (5) individuals.

VENTURER 2 will nominate and elect three (3) Directors and VENTURER 1 will nominate and
elect two (2) Directors. The five (5) Directors will hold office until their successors are elected
and notified to the other party. The right to remove and replace a Director will remain exclusively
with that Director's nominating party. The number of Directors may be increased or decreased by
a Major Decision of the Directors.

3.5.6. Four (4) Directors will constitute a quorum for any Board meeting.

3.7. Profits and Distributions.

3.7.1. The net earnings of the Joint Venture will be declared as Dividends
(“Dividends”) on an annual basis and will be distributed to the Joint Venture owners in their
respective equity proportions. Net earnings will be determined according to internationally
accepted accounting principles and Philippine law.
s made.

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 ARTICLE VII - GENUINO'S RESPONSIBILITIES

4.2. VENTURER 1 undertakes to obtain, on behalf of the Joint Venture and each of the
Parties, as the case may be, any permission, approval, permit or license from the competent
Philippine authorities required by Philippine laws or regulations in connection with the operation
of Texas Hold’em Poker and other government clearance in relation to the performance of the
Agreement.

VIII. CHUA’S OBLIGATIONS:

?????

ARTICLE IX - TERM AND LIQUIDATION

5.2. Non-transferability of Ownership Interests.

Neither party to this Joint Venture may assign all or part of its equity interest and
ownership rights.

5.6. Liquidation of Assets.

5.6.1. Termination pursuant to this Agreement will result in the liquidation of

Joint Venture assets and the distribution thereof to the party initiating the termination. Liquidation
will be completed and a final to the terminating party will be accomplished as soon as reasonably
possible. Internationally recognized principles of accounting will be utilized in accomplishing any
such liquidation and distribution.

ARTICLE X - GENERAL PROVISIONS

5.7 Confidentiality.

5.7.1. Confidentiality will be governed by the Corporate Nondisclosure

Agreement dated _________________ and executed by the Parties, attached hereto as Exhibit G.

5.7.2. The obligations of confidentiality set forth in this Paragraph 11.1 will
survive termination or liquidation of the Joint Venture.

6.5. Notice. Any notice required or permitted to be given hereunder will

be in writing and will, unless some other mode of giving notice is accepted by the party to whom

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it is given, be given by telex, telegram or cable confirmed by registered air mail letter or by being
delivered in person to the party at the address stated below:

EFRAIM GENUINO

GONY LIM

ANDREW CHUA

AMELIA SUN

Each party named above may at any time give notice in writing to the other party named above of
a change of address.

IN WITNESS WHEREOF, this Agreement has been signed in two (2) originals, each in
English and all equally authentic, as of the day of _________________________.

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