20 March 2017

MEGAWIDE CONSTRUCTION CORPORATION

20 N. Domingo Street

Attn.: MR. JESUS CHUA – Chief Strategy & Business Development Officer

Re: Engagement for Legal Services; Counsel for BOI Accreditation and Transactions

Gentlemen:

We refer to your request for legal assistance and representation in connection

with your application for registration/accreditation with the Board of Investments (BOI),
as well as in applying for and availing of the corresponding benefits and incentives the
corporation may be entitled to pursuant to such registration/accreditation.

1) Counsel for BOI Transactions

We gather that Megawide Construction Corporation intends to venture in the

cold-storage industry and will need representation and assistance in its application for
BOI Registration/Accreditation (the “Project”).

a) Scope of Work – for this engagement, the scope of our work shall include
the following services:

i. Preparation, drafting, review, and submission of the proposed

Implementing Rules and Regulations (IRR) of the 2017 Investment
Priorities Plan;

ii. Act in representation of some of the stakeholders in the cold-storage

industry, with respect to the drafting of the IRR. Our work shall
include preparation and submission of correspondences and other
documents as may be required by the BOI, and attendance in
conferences, meetings, and consultations as may be necessary in
support of the proposed IRR;

iii. Provide assistance and legal guidance to Megawide in its application

for registration/accreditation before the BOI, as well as in its
application for and availment of the corresponding benefits that it
may be entitled thereto, including, but not limited to an Income Tax
Holiday.

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b) Team Members

The Team will be composed of at least three (3) lawyers – at least one (1)
supervising partner as lead counsel and two (2) associates (Senior and
Junior). The number of members of the team however may be adjusted
depending on the actual scope of the legal work needed as well as the
timeline involved.

c) Fees for the Project - For any work rendered under this engagement, we
propose to bill as follows:

i. Based on hourly rates with the following standard hourly rates:

Senior Partner: Php7,000/hour

Partner: Php6,000/hour
Senior Associate: Php5,000/hour
Associate: Php4,000/hour

The fees quoted hereunder shall be payable on a monthly basis until

completion of the Project.

ii. Fee Cap - For your budgetary purposes, we estimate that our fees
for all the services covered by this engagement shall not exceed
P1,200,000.00. Should the time spent by our lawyers exceed our
estimate on account, for instance, of incomplete information or
documents, we shall notify you thereof to discuss ways and
means by which the fees can be managed to fit your budgeted
amount.

iii. Deposit for Out-of-Pocket-Expenses

The above fees exclude the amount of costs and expenses

(government fees and taxes, photocopying expenses,
transportation etc.) that will be incurred in the performance of
work on your behalf which costs and expenses shall be for the
client’s account. We shall require a deposit of P10,000.00 upon
conformity to this agreement for expenses that may be incurred.
We shall provide regular reports on the remaining balance of the
deposit for expenses.

In connection with the foregoing, it is to be understood that all

out-of-pocket disbursements incident to the affairs of the
Corporation will be for your account, and any such advances

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 made by us that are not covered by a deposit will be repaid to us
upon our submission of the corresponding statements.

2) Conflict of Interest and Termination

In case any matter should arise between the Corporation and another client of
this office, by virtue of which we might be embarrassed by conflicting interests, then, in
such a case, we reserve the right to withdraw, insofar as that particular matter is
concerned, in which event you, or both of our clients, as the case may be, will be expected
to secure counsel elsewhere for that particular controversy.

It is also understood that the present agreement as to our representation as your

retained counsel and/or counsel for the Project is subject to termination by either party
on ninety (90) days’ notice in writing. We make this provision in behalf of both of us,
recognizing the inability of either of us to foresee the exact nature or extent of the call to
be made upon us.

We trust that the above revised proposal is acceptable. We thank you again for
your interest in our firm and look forward to working with you.

Very truly yours,

PLATON MARTINEZ FLORES

SAN PEDRO & LEAÑO

By:

HECTOR A. MARTINEZ

Conforme:

________________
JESUS CHUA
Chief Strategy & Business Development Officer

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