01 August 2018

DOMNIC JOSSY D’CRUZ

Chairman
Ivor & Red Global Corporation, Inc.

PROPOSED RETAINER AGREEMENT

Dear Mr. D’Cruz:

Good Day! We thank you for considering our law firm to act as
your legal retainers. Please find our proposal to act as your retained
counsels under the following terms:

1. Commencement Date.- The retainer shall commence on:

August 01, 2018.

2. Monthly Retainer Fee.- The retainer fee shall be Two Hundred

Thousand Pesos a Year or a monthly amount of Sixteen
Thousand Six Hundred Sixty Seven Pesos (P16,67.00)
payable at the end of each month or before the (5 th) day of the
succeeding month.

3. Services Covered.- Services rendered in the ordinary course of

your business in the nature of:
a.) Consultation and advice of the firm’s five (5) engaged
senior partners as well as the growing number of legal
associates;
b.) Preparation or review of simple contracts;
c.) Legal opinions which do not require substantial study;
and,
d.) Notarization of the first fifteen (15) affidavits, board
resolutions, secretary’s certificate and other pro forma
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 documents per month; however, these shall not be
deemed to include notarization of deed of conveyance,
deeds of absolute sale, contracts to sell, notarial
foreclosures, chattel and real estate mortgages and
other extra-ordinary contracts.

4. Communications Channel and Legal Support System – The firm

Lumapas Blanco Bernaldez & Fiel, in line with our
responsibility to your business as your retained law office,
introduces this Legal Support System as a new feature to ensure
the tangibility of our commitment to this new partnership,
where we seek to position our office as more than just an
external legal department by assuming the role of being a
catalyst to your company’s growth and expansion. The salient
points of this feature contain the following:

4.1 Head Assigned Lawyer – Being a law firm of

growing partners, each with different fields of expertise to
bring the table, the Firm wishes to assume the role
accountability to business by detailing a Head Assigned
Lawyer to personally tend to the day-to-day operational
concerns of your business as well as lead the Legal
Consultation Board for technical matters and long-term
business plans where questions of legality need to be
answered. For the specific industry pertaining to your
business, we have predetermined the Head Assigned Lawyer
to be: Atty. Nestor Crispin Miguel B. Lumapas.

4.2 Monthly Meeting – At the client’s request, the Firm

would regularly convene monthly meeting free of charge to
address the month-end legal concerns of the client’s business
as well as to provide a detailed report on the status of
ongoing litigated cases and special projects. This monthly
meeting is to be attended at all times by the Head Assigned
Lawyer and at least one Legal Support Staff at a date fixed
by the parties in this agreement or at the client’s convenient
date.

4.3 Executive Legal Communications Channel – Upon

signing of this retainer agreement, the Firm wishes to
establish an open communications link with the client
through our designated work messenger application,

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 WhatsApp. Under this thread, labeled “Ivor & Red
Executive Legal,” the client can enjoy privileged
communication with all of the Firm partners to ensure that
his legal queries shall be promptly attended to and answered.

4.4 Legal Support Communications Channel – To

ensure that tasks are properly distributed and both the
capacities of the Client’s company and the Law Firm are
utilized to maximum efficiency, a similar communications
link shall be established through our designated work
messenger application, WhatsApp. Under this thread,
labeled as “Ivor & Red Legal Support,” the client and the
Firm lawyers shall be joined by the client’s major
stakeholders and administrative staff as well as the law
Firm’s paralegals and administrative staff and messengers,
to ensure proper execution of the client’s job orders. In
consideration of this retainer agreement, instead of charging
the usual office rate, utilization of the Firm’s paralegals,
administrative staff and messengers shall be free of charge,
except for transport and miscellaneous expenses, which shall
be charged to the advance deposit.

5. Services Subject to Special Billings – The following out-of-the-

ordinary legal services, however, shall be subject to a different
agreement or special billing, which, may include an acceptance
fee as the case may be:
a. Out-of-the-ordinary legal services such as work in
connection with special projects, negotiation, review or
documentation of complicated contracts, written legal
opinions which require substantial study in the areas of
criminal, commercial, corporate, civil, tax, investments,
banking, labor, transportation, communications, real
estate and immigration law;
b. Litigation in court and appearance before any legislative,
administrative, quasi-judicial bodies or officials;
c. Collective bargaining or grievance procedures
d. Patents, trademarks and copyright work;
e. Works which require travel outside of the Metro Cebu
Area; and,
f. Similar legal services you require which are not deemed
covered under paragraph 3.

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 6. Table of Rates. – Listed in the Table provided below are the
subject items of work and their corresponding acceptance fees.
Standard office rates are provided for purposes of comparison:

Table 1. Rates of Acceptance/Per Work Charges: Clients vs. Retainers

Standard Office Rates Retained Client Rates
Acceptance fee for
P20,000.00 P10,000.00
Administrative Cases
Acceptance fee for
P50,000.00 P30,000.00
Civil/Criminal Cases
Acceptance fee for
P30,000.00 P10,000.00
Labor Cases
Meeting Fee for
P2,000.00 Free of charge
Lawyers (out of office)
Man/Hour for
Administrative Office P1,500.00 Free of charge
Follow-ups (Lawyer)
Man/Hour for
Administrative Office
P500.00 Free of charge
Follow-ups (Paralegal
& Staff)
Court Appearance
Fee for Lawyers (Cebu P3,000.00 P2,000.00
City)
Court Appearance
Fee for Lawyers (Cebu P6,000.00 P4,000.00
Province)
Court Appearance
Fee for Lawyers (Out P10,000.00 P8,000.00
of Cebu)
Subsequent
Pleadings/Motions
P500.00 / page N/A
filed before Court of
Admin Agency
Fees for Demand
Letters and Private P2,000.00 N/A
Correspondence

8. Special Agreement – Notwithstanding the Services Subject to

Special Billings embodied under Par. 5 of this Agreement and
the Table of Rates embodied under Par. 6 of the same, the
following shall also constitute special agreement between the
parties to this Retainer Agreement:

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 8.1 The first 20 appearances of the lawyers in all of the
cases borne out of Ivor & Red Global Corporation and
Arcuarius and Vermilion transactions for the year shall
be free of charge as the same shall form part and parcel
of the monthly consideration of the Retainer
Agreement.
8.2 The first 8 cases filed in court borne out of Ivor &
Red Global Corporation and Arcuarius and Vermilion
transactions for the year shall be free of charge as the
same shall form part and parcel of the monthly
consideration of the retainer agreement.
8.3 Any necessary court appearance or case filed in excess
of the figures laid down under Par. 8 shall be subject
to the regular table of rates embodied under Par. 6 of
this retainer agreement.

9. Expenses. – All expenses incurred in connection with the

accounts referred to the Firm such as filing fees, sheriff’s fees,
representation expenses, costs of stenographic notes, expenses
for the reproduction or photocopying of pleadings, petitions,
memoranda, briefs, documents and the like, transportation
expenses incurred in appearances or visits to courts or
administrative agencies or in connection with conference
outside of our office but within Cebu City, long distance
telephone calls, hotel expenses, telecopier charges, telegram
and cable, and other similar expenses shall be for your account.

10. Conflict of Interest.- The rules of legal ethics prohibits the

Firm from accepting an engagement involving the prosecution
or defense of your interests adversary to those of another client
where the Firm has previously represented such client in
respect of the same set of facts or events. Sometimes, interest
may not readily be discernible at the time the Firm accepts a
specific engagement; hence, the Firm reserves the right to
withdraw from the engagement should such conflict of interest
develop or become apparent.

11. Other Collaborating Lawyers.- The abovementioned Legal

Projects shall NOT be handled or co-managed by any other
lawyer or any other person not belonging to the Law Firm and
without latter’s consent. Should other Lawyers or persons
hired without the consent of the Law Firm, the latter may

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 exercise the option of withdrawing from the Projects. In such
case, the engagement shall be deemed terminated for cause not
attributable to the Law Firm. Other lawyers may, however, be
hired in an Assisting Capacity, and always with the consent of
the Law Firm who shall remain as the Lead Counsels.

12. Termination.- This retainer agreement shall be subject to

termination by either party upon sixty (60) working days prior
notice without prejudice to any accrued and outstanding
professional fees owing to the Firm.

Being a General Professional Partnership, we are not covered by the

imposition of withholding taxes on our fees pursuant to BIR Revenue
Regulation Sec. 3 (H) 30-2003.

Should you have any questions on any of the matters discussed above,
please do not hesitate to give us a call.

We look forward to a long and mutually prosperous partnership with

your firm.

Very truly yours,

PAUL DANICO C. BLANCO

Partner, Lumapas Blanco Bernaldez & Fiel
Law Firm & Notary Public
Grouond Floor, Ermac Building, Zamora St.,
Centro, Mandaue City, Cebu 6014

NESTOR CRISPIN MIGUEL B. LUMAPAS

Partner, Lumapas Blanco Bernaldez & Fiel
Law Firm & Notary Public
Grouond Floor, Ermac Building, Zamora St.,
Centro, Mandaue City, Cebu 6014

Conforme:

DOMNIC JOSSY D’CRUZ

Ivor & Red Global Corporation