20 June 2022

WINTER PHILIPPINES CORPORATION

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

Attention:        Mr. Kevin Banzali

        President

Re: General Retainer Agreement

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Gentlemen:

We have the honor to propose this retainer agreement (the “Agreement”)

for our engagement as legal counsel for WINTER PHILIPPINES
CORPORATION (the “Corporation”).

Our Firm

Our Firm is composed of twenty (20) lawyers who 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.

Terms and Conditions

Upon the effectivity of this Agreement, our services will be made available to the
Corporation. Accordingly, the existence of a conflict of interest situation shall be
determined vis-à-vis the Corporation which is the entity covered by this
Agreement unless we have mutually agreed to expand, or to the new terms of, the
coverage.

Upon your acceptance of this proposal, the services of MARTINEZ-PELAGIO &

PELAGIO LAW OFFICES through its different Service Departments, namely, the
Retainer, Intellectual Property (Patents, Trademarks and Copyrights), Corporate
and Special Projects, Labor and Employment, Immigration, Litigation and Dispute
Resolution (including Administrative Litigation, Arbitration and Admiralty) and
Tax Departments, shall be available to the Corporation, subject to the following
terms:

Effectivity Date : __________2022

a. Retainer Fee
P 15,000.00 per month, or P 45,000.00 per quarter, plus applicable Value Added
Tax (VAT), payable quarterly in advance within the first five (5) days of the first
month of each calendar quarter. This amount is tentatively fixed at this time
since it is difficult for you and us at this stage to determine the volume of work,
the nature of services to be rendered and the complexities of the problems that
you may be encountering. Such retainer amount will be subject to adjustment
upon mutual agreement of the parties if our periodic review of the engagement
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 indicates that economic conditions or the volume of retainer work necessitate
such adjustment.

b. Services Covered by the Retainer Fee

The retainer fee will cover the legal services required in the ordinary course of
the Corporation’s business, such as consultations, advice and preparation of
simple contracts and opinions, but shall not cover legal services (including the
drafting and/or review of contracts and/or the rendering of opinions) which
will require extensive studies or time involvement by our lawyers, or assistance
at negotiations with, or representation before, any governmental
instrumentality. In the event our periodic review of the engagement indicates
that the services rendered under this paragraph substantially exceed the
amount of retainer fees paid based on our rates prevailing at the time of billing,
we reserve the right to send you additional retainer fee billing(s).

c. Other Services Subject to Separate Billings

All services required of us other than those included above, such as litigation in
court or appearance before legislative, quasi-judicial or administrative bodies or
officials, other extraordinary legal services shall be subject to separate special
billings at a rate based upon, among others, the time spent and the extent of the
services rendered or required, the novelty and difficulty of the questions
involved, the importance of the subject matter, the skills demanded and the
amount involved in the project or controversy, and the benefits resulting to the
client from the service. We shall inform you whenever a particular case, project
or matter you refer will be deemed by us as not covered by the retainer fee and,
therefore, subject to separate special billings. However, we will take the
retainer relationship into account and whenever we feel that the services
covered by the retainer agreement are not being fully availed of, we will make
appropriate adjustments to billings described in this paragraph. We reserve the
right to make our own assessment of cases and/or other matters referred to us
for purposes of determining the proper disposition of the referral. We shall
send you on a regular basis a statement of account for our services which are
subject to separate special billings.

d. Delivery of Legal Services

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 retainer client and to every case or project
referred to the Firm. Our policy of creating a team of lawyers for every retainer
client and for every referral, we believe, promotes superior work and also
ensures, among others, that more than one lawyer will be responsible for any
matter referred to us, whether covered by the scope of our retainer services or
otherwise, 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.
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 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 groups in our Firm, i.e., the Corporate and Special Projects
Department, Tax Department, Labor and Employment Department, Litigation
and Dispute Resolution Department, Immigration Department, and Intellectual
Property Department.

e. Out-of-pocket Expenses
Out-of-pocket expenses such as, facsimile, machine reproduction, long distance
telephone charges and transportation expenses, as well as per diems and
accommodation expenses (which are at least business class for our lawyers)
incurred in undertaking work for you outside the Metro Manila area, and other
special out-of-pocket expenses you may authorize us to incur, shall be for your
account. In this connection, we request that you remit to us the amount of P25,
000.00, plus applicable VAT, to cover such out-of-pocket expenses. We may
request that you remit to us additional amounts in the future to cover such out-
of-pocket expenses, as and when necessary.

f. Interest Charges
Unpaid legal fees shall be charged two percent (2%) interest per month starting
thirty (30) days after your receipt of the first billing. Further, any amount
advanced by the Firm for your account shall be charged two percent (2%)
interest per month from the date the amount was disbursed.

g. Conflict of Interest
In case any matter should arise between you and another client of this office, by
virtue of which we might have a conflict of interest under the Code of
Professional Responsibility which binds all lawyers, we reserve the right to
inhibit ourselves from representing you and/or our other client(s) insofar as
that particular matter is concerned.

h. Termination
Subject to the conflict of interest clause herein, this retainer contract shall have a
guaranteed term of twelve (12) months. In the event of your pre-termination of
this Agreement, the balance of the retainer fee(s) due shall be paid to the Firm.
After the initial twelve (12) month period, either party may terminate this
Agreement upon sixty (60) days prior notice in writing; Provided, however, that
in case of non-payment of our retainer fees or if a conflict of interest situation
should arise, our Firm may terminate this Agreement with immediate effect
upon your receipt of the notice and without the need to provide a prior 60-day
period.

If the foregoing meets with your approval, please indicate your conformity
in the space provided herein below and return to us a signed duplicate original of
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this letter for our files.

We look forward to being able to work with you closely and to servicing
your legal requirements

Very truly yours,

MARTINEZ-PELAGIO & PELAGIO LAW OFFICES

By:

CONFORME:

By:

_____________________________
MR. KEVIN BANZALI
President