SOFTWARE ACQUISITION AGREEMENT WITH UNDERTAKING

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and executed, by and between:

ZYBI TECH INC., a corporation duly organized and existing under

Philippine laws, with office address at 8 th Floor, IMET BPO,
METROPOLITAN PARK, BAY AREA, ROXAS BLVD., PASAY
CITY, represented by RAYMOND ONG, CHAIRMAN, hereinafter
referred to as the “FIRST PARTY”,

- -and –

PAYRIGHT INC. a corporation duly organized and existing

under Philippine laws, with office address at No. 126 G. Diaz St.,
BF Resort Village, Las Pinas City represented by Armando N.
Cajhayon Jr., hereinafter referred to as the “FIRST PARTY”,

All are collectively referred to as the “Parties”

WITNESSETH:

Whereas, FIRSTY PARTY is applying for (EMIs) Electronic Money Issuers and (VCEs)
Virtual Currency Exchanges with the Bangko Sentral ng Pilipinas.

Whereas, FIRST PARTY needs the software of the SECOND PARTY to comply with the
operational requirement of the Bangko Sentral ng Pilipinas (BSP).

Whereas, SECOND PARTY owns all exclusive right, title, and interest in and to that
software identified as “E-MONEY INSTITUTION PLATFORM AND SYSTEM SOFTWARE”, the
functional specifications of which were already submitted to the BSP.for which are set forth in
Exhibit A hereto;

Whereas, SECOND PARTY desires to sell, assign, grant, convey, and transfer the
Software to FIRST PARTY, and FIRST PARTY desires to buy and acquire the Software, in
accordance with the terms and conditions of this agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the PARTIES, intending to be legally bound, hereby agree as
follows:

1. DEFINITION

1.1 Software means, collectively, the full retail version of the Software, as specified in
Exhibit A, delivered to FIRST PARTY in source code and object code forms, together
with any and all improvements, corrections, modifications, updates, enhancements or
other changes, whether or not included in the current retail version, plus all System
Documentation and User Documentation.

1.2 System Documentation means all documentation used in the development and updating
of the Software, including but not limited to, design or development specifications, error
reports, and related correspondence and memoranda .
Commented [ACJ1]: This has been provided part of the
starpay documentation that was a reference for ZyBi Tehc
Presentation in BSP
 1.3 User Documentation means the end-user instruction manual that usually accompanies
the Software instructing end users in the use of the Software in both printed and
electronic form. Commented [ACJ2]: This has been provided part of the
starpay documentation that was a reference for ZyBi Tehc
1.4 Software Trade Secret means any scientific or technical information, design, process, Presentation in BSP
procedure, formula, or improvement included in the Software that is valuable, not
generally known in the industry, and gives the owner of the Software a competitive
advantage over those competitors who do not know or use such information.

2. CONVEYANCE OF RIGHTS

SECOND PARTY hereby transfers, grants, conveys, assigns, and relinquishes

exclusively to FIRST PARTY’S all of SECOND PARTY’S Patent's right, title, and interest in
and to both the tangible and the intangible property constituting the Software, in perpetuity
(or for the longest period of time otherwise permitted by law), including the following
corporeal and incorporeal incidents to the Software:

(a) Title to and possession of the media, devices, and documentation that constitute all
copies of the Software, its component parts, and all documentation relating thereto,
possessed or controlled by SECOND PARTY, which are to be delivered to FIRST
PARTY pursuant to Section 3 of this Agreement;

(b) All Copyright interests owned or claimed by SECOND PARTY pertaining to the
Software together with all other copyright interests accruing by reason of international
copyright laws or conventions; Commented [ACJ3]: There’s no IPR for the System. In
Starpay the IPR is the Process with Merchants which is why
(c)(b) All right, title, and interest of SECOND PARTY in and to the inventions, discoveries, the Process and the System was named MARSS (merchant
improvements, ideas, trade secrets, know-how, confidential information, and all other aggregator reconciliation and Settlement System)
intellectual property owned or claimed by SECOND PARTY pertaining to the Software;
and For the JuanCash, JuanWallet, JuanCoin and JuanERP we
can tie in the process and the system and register the IPR.
(d)(c) All right, title, interest, and benefit of SECOND PARTY in, to, and under all
agreements, contracts and licenses, entered into by SECOND PARTY, or having
SECOND PARTY as a beneficiary, and pertaining to the Software.

3. DELIVERY OF PHYSICAL OBJECTS

UponBefore the signing of this Agreement and payment of downpayment,

SECOND PARTY shall deliver to FIRST PARTY (1) its entire inventory of copies of the
Software in object code form, consisting of media storage; (2) a master copy of the Software
(in both source and object code format), which shall be in a form suitable for copying; and
(3) all System Documentation and User Documentation pertaining to the Software. Commented [ACJ4]: This should be upon signing of the
agreement

4. PAYMENT

Purchase Price. In consideration for SECOND PARTY execution of this agreement

and performance of the terms and conditions contained herein, FIRST PARTY agrees to
pay SECOND PARTY FOUR HUNDRED THOUSAND US DOLLARS (USD400,000.00).
Uupon the signing of this agreement the sum of SIX MILLION PESOS (PHP6,000,000.00)
shall be paid as downpayment and the remaining balance shall be paid upon issuance of
EMIs license. The market rate is agreed at 53.25 PHP/USD during the payment of the
remaining balance. _____________________________.
Commented [ACJ5]: This is USD400,00.00 with PHP6M
as downpayment and balance upon issue of EMI License.
PHP to USD Rate is @53.25 PHP /USD or market rate
during the payment.

5. WARRANTIES OF TITLE

5.1. SECOND PARTY represents and warrants that:

(a) FIRST PARTY shall receive, pursuant to this Agreement before the signing of this
agreement, complete and exclusive right, title, and interest in and to all tangible
and intangible property rights existing in the Software, except for those matters
addressed in Section 6 of this Agreement.
 (b) it has developed the Software entirely through its own efforts for its own account
and that the Software is free and clear of all liens, claims, encumbrances, rights, or
equities whatsoever of any third party.

(c) the Software does not infringe any patent, copyright, or trade secret of any third
party;

(d) the Software is fully eligible for protection under applicable copyright law and has
not been forfeited to the public domain; and that the source code and system
specifications for the Software have been maintained in confidence;

(e) all personnel, including employees, agents, consultants, and contractors, who have
contributed to or participated in the conception and development of the Software
either (1) have been party to a work-for-hire relationship with SECOND PARTY that
has accorded SECOND PARTY, effective, and exclusive original ownership of all
tangible and intangible property arising with respect to the Software or (2) have
executed appropriate instruments of assignment in favor of SECOND PARTY as
assignee that have conveyed to SECOND PARTY full, effective, and exclusive
ownership of all tangible and intangible property thereby arising with respect to the
Software;

(f) TExcept as identified in Exhibit B hereto, there are no agreements or

arrangements in effect with respect to the marketing, distribution, licensing, or
promotion of the Software by any independent salesperson, distributor,
sublicensor, or other remarketer or sales organization.

6. EXISTING AGREEMENTS

6.1. SECOND PARTY represents and warrants that the only rights in the Software it has
granted to third parties were granted pursuant to the Agreements identified in Exhibit B.

6.12. SECOND PARTY represents and warrants that each Agreement is in full force and
effect in accordance with its terms without modification or amendment and without default
by either party thereto; that each End-User Agreement grants the licensee thereunder
solely the nonexclusive right and license to use the Software, for internal purposes only, on
a single central processing unit; that each End-User Agreement provides only for rendering
of services (including warranty coverage, maintenance, and support) that, to the extent
required to have been performed as of the effective date of this Agreement, have been
performed in full; and that each End-User Agreement is freely assignable to and assumable
by FIRST PARTY pursuant to this Agreement, without the requirement of obtaining any
consent or approval, giving any prior or subsequent notice, paying any further royalty or fee
to any party thereto or to any other third party, or performing any duty that has not already
been fully performed by SECOND PARTY.

6.23. SECOND PARTY hereby assigns, transfers, and conveys all of the Agreements
identified in Exhibit B to FIRST PARTY, and FIRST PARTY hereby assumes the obligations
set forth in such Agreements and agrees to indemnify and hold harmless SECOND PARTY
from and against any failure of FIRST PARTY to perform its obligations under the
Agreements in accordance with their terms. SECOND PARTY and FIRST PARTY shall
jointly notify all parties to the Agreements of the foregoing assignment and assumption. It
is mutually agreed that SECOND PARTY shall retain all amounts previously paid to
SECOND PARTY under the Agreements and that, to the extent further payments may be
made thereunder, FIRST PARTY shall be entitled to receive them directly from such
contracting parties, and, if such payments nonetheless are made to SECOND PARTY,
SECOND PARTY shall remit such payments to Software Purchaser immediately.

7. UNDERTAKING

The SECOND PARTY Atty. In fact, Armando N. Cahayon Jr., undertakes to

ensure the release of both the FIRST PARTY Bangko Sentral ng Pilipinas VCEs license
 on or before July 15, 2018 and the FIRST PARTY Bangko Sentral ng Pilipinas EMIs
license on or before August 31, 2018.

If the FIRST PARTY Bangko Sentral ng Pilipinas (BSP) VCEs license and EMIs
will not be released on the aforementioned dates, the SECOND PARTY agrees to return
the purchase price, the consideration for this agreement immediately on the day following
July 15, 2018 or August 31, 2018, depending on what license was not released on the
supposed date. However, if there is a delay, and the delay is reasonable and beyond the
control of the Atty. In Fact , the FIRST PARTY will not demand the return of the purchase
price. Otherwise, in case the purchase price will not be returned, the SECOND PARTY and
its Atty. In Fact, Armando N. Cajhayon Jr., shall be held liable for any civil and criminal
liabilities resulting thereto including damages.
Commented [ACJ6]: First return what is paid…secondly
the concerns of the elders were why is it the they will be
penalized if the licensed will not be issued on time? There
maybe some delay and this is under ANC and not them?
What if the delay is only a few days and yet they will be
compelled to return any payment made?

The Timebound is quite abrasive for them though they said

they can also endorse to expedite just a gesture of goodwill.
8. VENUE OF SUIT

In the event of suit arising from this agreement, the parties hereto hereby agree to
submit their causes of action exclusively before the venue of the proper courts in the City
of Manila

IN WITNESS WHEREOF, the parties have hereunto set their hands on

this___________________________in Manila City.

ZYBI TECH INC. PAYRIGHT INC.

FIRST PARTY SECOND PARTY

By: RAYMOND ONG By: ARMANDO N. CAJHAYON JR.

Signed in the presence of:

_____________________________ ____________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES ]

] S.S

BEFORE ME, a notary public, this ______ day of _____________, _______, personally
appeared _____________________,______________________,_____________________, and
_____________________ exhibiting their respective competent evidence of identity, and known to
me to be the same persons who executed the foregoing instrument, who acknowledged to me that
the same is their true and voluntary act and deed.

NAME COMPETENT EVIDENCE OF IDENTITY

______________________________ _________________________
______________________________ _________________________
______________________________ _________________________

This instrument, consisting of three (3) pages and the page on which this acknowledgment
is written, has been signed on the left margin of each and every page thereof by the parties and
their instrumental witnesses, and sealed with my notarial seal.
 IN WITNESS WHEREOF, I have hereunto set my hand, the day, year, and place above
written.

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of _______