JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT ("Agreement"), made and entered into as of this 5th
day of November 2021, by Mr and Mrs INVESTORS of legal age, married and currently
situated at #______________________ herein referred to as the First Party

and between

the group of Businessmen namely Mr Eric Soriano, of legal age, residing at

____________________, Mr Rodolfo Januarius T. Manipol, married and conzumidos with
an address located at # Unit H-126 One Oasis, Pasig City, Mr Julie G. Tejido of legal age,
single and currently residing at Unit 405, 1217 Legacy Residencies, #2 Jenny's Avenue,
Greenland Village, Rosario, Pasig City and Mr. Julius Navales married, presently living
at_____________________ . The above-mentioned persons collectively referred to as the
Second Party.

ARTICLE I GENERAL PROVISIONS

1.0 Business Purpose. The purpose of the Joint Venture shall be to fund, execute and
manage the e-sports and other related businesses but not limited to software
development, information systems and other future projects with respect to electronic
advancement in the digital market and online gaming industry.

Once these projects are under way both parties agree to seek out other mutually beneficial
projects in the Philippines and elsewhere globally. As opportunities are identified and
contracts entered into, they will be added as an addendum to this Joint Venture Agreement
and will be governed in accordance with this document.

2.0 Term of the Agreement. This Joint Venture agreement shall commence on the date
first above written and shall continue in existence until terminated, liquidated, or dissolved
by law or as hereinafter provided. However, both Parties have agreed that after years of
continuous operations, profit and losses shall be equally distributed to each member of this
Joint Venture Business with its sharing to be stipulated as follows:

2.1. First & Second Years of Operation

First Party- 70 percent (70%) share

Second Party- 30 percent (20%) share

2.2. Third Year of Operation

First Party- 50 percent (50%) share

Second Party- 50 percent (50%) share

2.3. Fourth Year Onwards of Operation

First Party- 20 percent (20%) share

Second Party- 80 percent (80%) share

It is the intention of the Parties to automatically extend this Joint Venture Agreement in term
each time a new project is identified and added to this Agreement by addendum for the
term required to complete that project. However, based on the parties initial proposals, it
contemplated that some or all of the projects will continue as long as they are viable and
ongoing service is required by the company/end user.
ARTICLE II GENERAL DEFINITIONS

The following comprise the general definitions of terms utilized in this Agreement:

1. Affiliate. An Affiliate of an entity is a person that, directly or indirectly through one or

more intermediaries, controls, is controlled by or is under common control of such entity.

2. Capital Contribution(s). The capital contribution to the Joint Venture actually made by
the Parties is defined as cash contributions in the form of shares of stocks. It is understood
the funding for this project will be continuously supported with the money and logistics
derived from the monthly proceeds of the E-Sports with the amount depending on the
needs/ growth of the said business. Both the first and Second Parties have agreed that an
initial amount Php7,4000.000.00 (Seven Million Four Hundred Thousand Pesos) will be
advanced as seed money for set up, testing and operate for the said E-sports online
gaming identified in 1.01. If the form of additional funding is a loan, it will be re-paid out of
proceeds of this venture and will be used exclusively for the purpose as outlined in 1.01.

ARTICLE III OBLIGATIONS OF THE JOINT VENTURERS

3.01 Obligations. The Parties will have joint responsibility for financial decisions and
expenditures in this Joint Venture. Both Parties will be responsible for the on-site
operations of the business and will disburse funds according to a budget pre-approved by
the Parties. Any expenditure of funds not previously approved by the parties will be
submitted for approval at the time of the request.

3.02 Responsibilities. The Second Party will provide all of its products to the Joint Venture
for use in the areas contemplated by this agreement along with the necessary consultants,
I.T experts, scientists, and financial expertise that is needed by the Joint Venture. First
Party will provide the funding for the Joint Venture for the initial operation, production,
testing, implementation and marketing of its products and services. This funding will
include but not be limited to; the set up of testing on site, construction of facilities (if
needed), operational working capital, marketing expenses and agreed upon travel and
other miscellaneous fees to accomplish the goals of the Joint Venture.

ARTICLE IV ALLOCATIONS

4.01 Profits and Losses. Commencing on the date hereof and ending on the termination of
the business of the Joint Venture, all profits, losses and other allocations to the Joint
Venture shall be allocated as follows: 70% (seventy percent) to First Party and 30% (thirty
percent) to Second Party, except on the third year (3rd yr) of operation in which each
member in the Joint Venture Business has already entitled to equal sharing. Likewise, on
the third year (3rd yr) of business operations, revenue sharing, profits and losses shall be
divided equally among the business partners as stipulated: 20% (twenty percent) to First
Party and 80% (eighty percent) to Second Party. Profits are defined herein as the excess
cash after payment of the direct expenses of the Joint Venture. Direct Expenses will be
defined in detail as part of the budget to be agreed upon by the Parties. Disbursements of
the Joint Venture proceeds after expenses will be distributed at the end of each quarter.

ARTICLE V RIGHTS AND DUTIES OF THE JOINT VENTURERS

5.01 Business of the Joint Venture. The First Party shall have the authority and discretion in
the management and control of the day to day operation of the business of the Joint
Venture for the purposes herein stated and shall make all decisions affecting the business
of the Joint Venture provided both parties have pre-approved or jointly agreed on such
actions in advance and it is in the clear best interest of the venture. First Party will not
make any decisions that would in any way affect negatively to the Business Venture without
a proper coordination from the Second Party detrimental to the business directions and
operations restrictions sanctioned by the business partners hereof. As such, any action
taken shall constitute the act of, and serve to bind, the Joint Venture Agreement. Both
Parties shall agree to designate and properly assigned competent personnel to manage
and control the affairs, operations, administrative and logistical aspects of this Joint Venture
to the best of its ability and shall use its best efforts to carry out the business towards its
goal.

ARTICLE VI AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE

JOINT
VENTURERS

6.01 Validity of Transactions. Affiliates of the parties to this Agreement may be engaged to
perform services for the Joint Venture. The validity of any transaction, agreement or
payment involving the Joint Venture and any Affiliates of the parties to this Agreement
otherwise permitted by the terms of this Agreement shall not be affected by reason of the
relationship between them and such Affiliates or the approval of said transactions,
agreement or payment.

6.02 Other Business of the Parties to this Agreement. The parties mentioned to this
Agreement and their respective Affiliates shall not have interests in businesses related to e-
sports, software development, Information Technology advancement and other matters
pertaining to online gaming. The Joint Venture shall not have the right to the income or
proceeds derived from such other business interests made by any partners in this Joint
Venture, unless such business interests is related and similar to the business stipulated in
the Joint Venture Agreement.

ARTICLE VII PAYMENT OF EXPENSES

7.01 Expenses. All expenses of the Joint Venture shall be settled out of the budget of
Seven Million Four Hundred Thousand Pesos (Php7,400,000.00) as the initial capitalization
contributed by the First Party. Operation and all residual income will be divided as
described in Section 4.01. A complete accounting of all income and expenses will be
provided to both Parties on a weekly basis.

ARTICLE VIII INDEMNIFICATION OF THE JOINT VENTURERS

8.01 Indemnification. The parties to this Agreement shall have no liability to the other for
any loss suffered which arises out of any action or inaction if, in good faith, it is determined
that such course of conduct was in the best interests of the Joint Venture and such course
of conduct did not constitute gross negligence or willful misconduct. The parties to this
Agreement shall each be indemnified by the other against losses, judgments, liabilities,
expenses and amounts paid in settlement of any claims sustained by it in connection with
the Joint Venture.

ARTICLE IX DISSOLUTION

9.01 Events of the Joint Venturers. The Joint Venture shall be dissolved upon the
happening of any of the following events: (a) The adjudication of bankruptcy (b) Filing of a
petition pursuant to a Chapter of the Philippine Bankruptcy Law (c) Withdrawal or removal
of either of the parties (d) The sale or other disposition, not including an exchange of all, or
substantially all, of the Joint Venture assets (e) Mutual agreement of the Parties

ARTICLE X MISCELLANEOUS PROVISIONS

10.01 Books and Records. The Joint Venture shall keep adequate books and records at its
place of business # __street__________ and or safe place as agreed by both Parties
setting forth a true and accurate account of all business transactions arising out of and in
connection with the conduct of the Joint Venture.

10.02 Validity. In the event that any provision of this Agreement shall be held to be invalid,
the same shall not affect in any respect whatsoever the validity of the remainder of this
Agreement.

10.03 Integrated Agreement. This Agreement constitutes the entire understanding and
agreement between the parties hereto with respect to the subject matter hereof, and there
are no agreements, understandings, restrictions or warranties among the Parties other than
those set forth herein provided for.

10.04 Headings. The headings, titles and subtitles used in this Agreement are for ease of
reference only and shall not control or affect the meaning or construction of any provision
hereof.

10.05 Notices. Except as may be otherwise specifically provided in this Agreement, all
notices required or permitted hereunder shall be in writing and shall be deemed to be
delivered when deposited in the United States mail, postage prepaid, certified or registered
mail, return receipt
requested, addressed to the parties at their respective addresses set forth in this
Agreement or at such other addresses as may be subsequently specified by written notice.

10.06 Applicable Law and Venue. This Agreement shall be construed and enforced under
the laws of the Republic of the Philippines.

10.07 Other Instruments. The parties hereto covenant and agree that they will execute
each such other and further instruments and documents as are or may become reasonably
necessary or convenient to effectuate and carry out the purposes of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

Mr and Mrs INVESTORS Mr. Eric Soriano

Mr. Rodolfo Januarius T. Manipol
Mr. Julie G. Tejido
Mr. Julius R. Navales