FEE PAYMENT AGREEMENT – ROBOCASH PHILIPPINES

BETWEEN

ROBOCASH FINANCE CORP. (hereinafter referred to as "ROBOCASH"), a company incorporated and under the
laws of the Philippines, with its registered address at Unit A Murphy Center, 205 Bonny Serrano Road Murphy,
Quezon City, Metro Manila, Philippines, represented herein by Mr. Felipe Jose N. Zamora III, its President

AND

FIX POINT SINGAPORE PTE LTD (hereinafter referred to as “FIX POINT”), a company incorporated and under
the laws of Singapore with its registered address at 531A Upper Cross Street #04-95 Hong Lim Complex,
Singapore 051531, represented herein by Mr. Marc-Olivier FRANCQ, its Director

Whereby FIX POINT agreed to help ROBOCASH, a provider of micro loans in the Philippines, in its efforts to
raise 225 million Philippines Pesos from INVESTORS to fund its loan book expansion, and therefore, the
PARTIES above agree a fair and transparent FEE PAYMENT AGREEMENT relating to such collaboration

NOW, THEREFORE, the PARTIES listed above hereby agree to the following terms of this Agreement.

"Transaction" shall mean any financial investments by Investors into ROBOCASH whether
 Debt or Convertible debt Commented [Office1]: (i)Not on the table for now. I feel
 Outright purchase of shares discussing the terms of conversion may prolong discussions
 Asset Buy of relevant assets as well. We can discuss this if our initial efforts to raise debt
bears no fruit.
 Or any combination of the above
Commented [Office2]: (ii)Not on the table for now.
whereby such investors have been introduced by FIX POINT to ROBOCASH for the purpose of a Transaction.
Commented [Office3]: (iii)Only receivables under an
assignment agreement.
“Investor(s)" shall be any party (private equity fund, family offices, corporate entities, individual investors…),
enterprise or individual which the PARTIES have identified for the specific purpose of a potential Transaction.

“Total Transaction Value” or “TTV” is defined as the aggregate of amounts received (in full or in tranches) or
committed for debt financing or share purchase or asset buy, as the case may be. The TTV shall also include Commented [AG4]: At what stage do we consider an
without limitation, any financial investments and/or payments made directly to any Shareholder (or Director, Staff, investor who “committed” to invest be part of the transaction
or Related Party) of ROBOCASH, in consideration of the sale, transfer or disposal of any equity or loan interest in value?
ROBOCASH.

“Payment terms” Do we still need to pay Fix Point the agreed fees even if the
prospect investor who committed to invest later discontinue
If ROBOCASH finalizes a Transaction or several Transactions with one or more Investors introduced by FIX POINT, his initial intention?
then the “Agreed Fees” is owed (or cause to be paid) by ROBOCASH to FIX POIN within 7 days of the receipt of
funds from Investors to ROBOCASH.

“Agreed Fees”
The Agreed Fees payable to FIX POINT is as follows
a) For debt or convertible debt as per terms of ROBOCASH Promissory Note dated ____________ Commented [Office5]: (iv)All fees inclusive of any
* 2% of the TTV if the per annum interest payable to the Investors is 14% or more applicable taxes; withholding or other.
* 2.05% of the TTV if the per annum interest payable to the Investors is between 13% and 14%
Commented [Office6]: (v)
* 3% of the TTV if the per annum interest payable to the Investors is between 12% and 13%
b) For any other transaction (asset buy or purchase of shares): 3% of the TTV Commented [Office7]: (vi)Cap is 14% for now. Anything
higher must be discussed ands negotiated since we also have
“Appointment & Termination” FIX POINT hereby accepts to act as adviser to ROBOCASH (or its Shareholders, to pay fees still. Let’s see what the initial efforts produce. If
Directors, Staff, or Related Parties) in respect to the Transaction. This Agreement shall continue to be effective there really is no appetite in the market then we can regroup
and assess how much higher we can go.
unless terminated by the PARTIES in accordance with the regulations below. Each PARTY shall be at liberty to
terminate the present agreement without any further liability to the other PARTY in the event of any breach of this Commented [Office8]: (vii)Not on the table yet.
agreement, misrepresentation, fraud, negligence or willful default on the part of the other PARTY.

“Confidentiality” The PARTIES agree that all documents and information provided in connection with the
Transaction shall be kept confidential and shall be used exclusively in connection with the Transaction. These
restrictions shall not apply with respect to information that has become generally and lawfully available to the public.
The PARTIES agree to keep the terms of this Agreement confidential. The terms of this confidentiality clause shall
survive termination of this Agreement for any reason.

“Governing Law, Regulations” This Agreement is governed by the laws of the Philippines. Any dispute arising
out of or in connection with this Agreement, including any question regarding its existence, validity or termination,
shall be referred to and finally resolved by said Courts.
This agreement comes into force when the parties sign it and shall remain valid for a fixed period of 2 years
beginning at the date of this Agreement.

After expiry of the fixed period, The PARTIES shall meet to decide whether it is in their interests to renew in writing
the Agreement for a further period for any new projects, the duration of which will be agreed at that stage.

Three (3) original versions signed in the English language.

IN WITNESS WHEREOF, the parties here confirmed to have signed this Agreement on this ___ day of
__________, 2018 in _____________.

MARC-OLIVIER FRANCQ

_______________________ ________________________
FIX POINT SINGAPORE PTE LTD

Title : Title : DIRECTOR

Date: Date:

Witness Witness

___________________________ ___________________________
Name: Name: