COMPROMISE AGREEMENT

Know All Men By These Presents:

This Compromise Agreement (“Agreement”) is entered into this ___ 15th day of
___________March 20243 in ______________City, by and between:

MJC55 BROTHERS INC_________________., a

corporation duly organized and existing under Philippine
laws, with principal office address at 121 C. Ramirez Bldg.,
Quezon Ave. cor. G. Araneta, Brgy. Sto. Domingo, Quezon
City, Metro Manila________________ represented by its
President, NEIL YU (A copy of the Secretary’s Certificate
authorizing _______________ to represent the First Party
is attached as ANNEX “A”) (hereinafter referred to as the
“FIRST PARTY”);

-and-

STEPHEN T. LAO, REYNOLD E. LIM, RYAN DIAZ,

and JUSTIN JON
SEPE________________________________ with postal
address at c/o Unit 2904-C West Tower, PSE Centre
Exchange Road, Ortigas Center, Pasig
City____________________ (hereinafter collectively
referred to as the “SECOND PARTY”)

WITNESSETH, That:

WHEREAS, the FIRST PARTY is the Plaintiff in the case entitled “MJC55
Brothers Inc., represented by Mirachelle Ong vs. Stephen T. Lao, Reynold E. Lim, Ryan
Diaz, and Justin Jon Sepe_____________________” docketed as Civil Case No. R-QZN
20-08071 CV_____________________ (for: Collection of a Sum of Money (with
Damages) in relation to Article 33 of the New Civil Code, with Prayer for the Issuance of
a Writ of Preliminary Attachment) (hereinafter referred to as the “Subject Case”) duly
pending before Regional Trial Court, Quezon City, Branch 221 ___ (hereinafter referred
to as the “RTC-22______________1”);

WHEREAS, the SECOND PARTY are the Defendants in the Subject Case;

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 WHEREAS, the FIRST PARTY and the SECOND PARTY agreed to settle the
Subject Case for purposes of buying peace and to prevent protracted litigation;

NOW THEREFORE, the FIRST PARTY and the SECOND PARTY mutually
agree to amicably settle the Subject Case, under the following terms and conditions:

1. The FIRST PARTY and the SECOND PARTY mutually agree to a settlement
amount equivalent to FIVE HUNDRED THOUSAND PESOS (PhP500,000.00)
(hereinafter referred to as “Settlement Amount”) for the Subject Case.

[2.] The SECOND PARTY undertakes to pay the Settlement Amount in four (4)
quarterly installments secured by the delivery and turnover to the FIRST PARTY,
upon execution and singing of this Agreement, through the following Manager’s
Checkof the following four (4) postdated checks covering the following amounts
and payable to ________________, in the following periods:

Check No. Check Date Amount

PhP125PhP500,000.00
PhP125,000.00
PhP125,000.00
PhP125,000.00
Total: PhP500,000.00

A cCopyies of the aforementioned check iss are attached hereto as Annex

es “B” to “E””B” and made integral parts hereof.

2.[3.] The SECOND PARTY warrants that the said postdated checks shall be funded
when due and shall be cleared as “good” upon deposit/presentment for payment
by the FIRST PARTY.

[4.] In the event that the SECOND PARTY is unable to pay any of the agreed
quarterly payments or in the event of the dishonor of any of the above-mentioned
postdated checks on their its respective due dates, regardless of cause and/or
reason thereof, the FIRST PARTY may exercise its right to take any legal action
against the SECOND PARTY to protect its interests, such as but not limited to:
the filing of criminal action/s, enforcement of the terms and conditions of this
Agreement, revival/refiling of the Subject Cases, and/or writ of execution as a
result of this Agreement.

[5.] In addition to theUpon payment of the Settlement Amount, the FIRST PARTY
undertakes to and the SECOND PARTY mutually agree that in the event of the
dissolution dissolve of the corporate personality of MJC55 BROTHERS
INC_____________________. (the “Corporation”), the process of which shall be

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 commenced and/or conducted by the FIRST PARTY,, within a period of six
months. Tthe SECOND PARTY, as shareholders and directors of the Corporation
shall, among others:

a) Adopt and execute the necessary resolutions to effect the dissolution of the
Corporation;
b) Make, sign, and execute any and all documents in connection with and as may
be necessary for the dissolution of the Corporation; and,
c) Do any and all acts required as shareholders and directors of the Corporation
which are necessary to effect the Corporation’s dissolution.

[6.] Moreover, the SECOND PARTY acknowledges, agrees, and confirms that their
failure to comply with any of the terms and conditions of this Agreement shall
have the following effects:

[(a)] The FIRST PARTY is entitled to the immediate issuance of a Writ of

Execution against the SECOND PARTY for the performance of their
obligations under this Agreement plus penalty interest compounded at the rate
of two percent (2%) per month, to be counted from the first default;

[(b)] The FIRST PARTY shall further be entitled to: (i) Nominal damages
amounting to __________________ (PhP_____________); (ii) Attorney’s
fees of not less than _______________________ (PhP__________); (iii) Cost
of suit; and (iv) Legal interest compounded at the rate of six percent (6%) per
annum, counted from the SECOND PARTY’s first default; and,

[(c)] The FIRST PARTY, shall, at its option, additionally move for the execution
of properties, whether personal or real, of the SECOND PARTY in order to
cover the payment of the unpaid balance of the Settlement Amount or any
charges, fees, or expenses that may be acquired by the Corporation in the
process and as a result of its dissolution, plus the abovementioned penalty
interest, nominal damages, attorney’s fees, costs of suit, and legal interests.

[7.] The FIRST PARTY and the SECOND PARTY agree to submit this Agreement to
the RTC-221 _______________ and jointly move for a Judgment Based on
Compromise. Moreover, pending full satisfaction of the Settlement Amount and
compliance with the terms and conditions of this Agreement, the FIRST PARTY
and the SECOND PARTY agree to submit the Subject Case for monitoring by
RTC-221 to determine compliance with the terms and conditions of this
Agreement.

3.[8.] Upon full payment of the Settlement Amount and compliance with the terms
and conditions of this Agreement, the FIRST PARTY shall agree to the

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 permanent dismissal of the Subject Case and the unconditional discharge, waiver,
and release of the SECOND PARTY from any and all claims arising from the
Subject Case.

[9.] In signing this Agreement, the FIRST PARTY and the SECOND PARTY hereby
releases, forever and finally releases, relieves, acquits, absolves and discharges
the FIRST PARTYeach other, their shareholders, officers, and directors from any
and all losses, claims, debts, liabilities, demands, obligations, promises, acts,
omissions, agreements, costs and expenses, damages, injuries, suits, and causes of
action, of whatever kind or nature, whether known or unknown, suspected or
unsuspected, contingent or fixed, that they may have against the FIRST
PARTYeach other arising from the filing of this case, as well as arising from the
documents, papers and/or pleadings submitted and/or filed in relation thereto, the
operation and management of the Corporation, and all other incidents related
thereto.

4.[10.] The Parties unconditionally agree, admit, represent and warrant in favor of
each other that each has full power, authority, and legal right to enter into this
Agreement and has taken all the necessary corporate actions to authorize the
foregoing.

5.[11.] The FIRST PARTY and the SECOND PARTY acknowledge that they, with
the assistance of their respective counsel of choice, have read and clearly
understood this Agreement and that they submit that the same is not contrary to
law, morals, and/or public policy.

6.[12.] This Agreement is voluntarily entered into by the parties and they attest that
the foregoing stipulations have been mutually agreed by the parties and that they
have not been forced and/or coerced in executing this Agreement.

7.[13.] In the event that any of the terms, condition and/or provision of this
Agreement is declared invalid, null, void and/or otherwise without force and
effect, the other remaining provisions shall not be affected and shall remain in full
force and effect.

8.[14.] This Agreement may be executed in multiple counterparts, each of which will
constitute an original, but all of which together will constitute one and the same
instrument.

IN WITNESS WHEREOF, the parties have hereunto affixed their signature on

this ________________ in ______________ City, Philippines.

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 MJC55 BROTHERS
INC._____________________ STEPHEN T.
(First Party) LAO________________

By:
REYNOLD E.
LIM_________________
NEIL YU_________________
President
RYAN DIAZ___________________

_________________

JUSTIN JON
SEPE____________________

Assisted by:

_________________________ ___________________________
First Party’s Counsel Second Party’s Counsel

WITNESSES:

_________________________ ___________________________

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 FIRST ACKNOWLEDGEMENT

Republic of the Philippines}

} S.S.

BEFORE ME, a Notary Public, for and in the City of __________, on this
_____________, personally appeared ____________________ who provided the
following Govt. IDs as competent evidence of his identity:

Affiant Govt. I.D. No. Issued at Issued on/

Valid until

known to me and to me known to be the same person who executed the foregoing
instrument and he acknowledged to me that the same is his free and voluntary act and
deed, and that of the juridical entity he represents.

This instrument consists of sixseven (67) pages, including this page containing the
acknowledgement portion, and has been signed by the parties and their witnesses.

WITNESS MY HAND AND SEAL, on the date and place first above written.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of _____.

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 SECOND ACKNOWLEDGEMENT

Republic of the Philippines}

} S.S.

BEFORE ME, a Notary Public, for and in the City of __________, on this
_____________, personally appeared the following persons who provided the following
Govt. IDs as competent evidence of their identities:

Affiant Govt. I.D. No. Issued at Issued on/

Valid until

STEPHEN T. LAO

REYNOLD E. LIM

RYAN DIAZ

JUSTIN JON SEPE

known to me and to me known to be the same persons who executed the foregoing
instrument and they acknowledged to me that the same is their free and voluntary act and
deed, and that of the juridical entity they represent, if any.

This instrument consists of sixfive (65) pages, including this page containing the
acknowledgement portion, and has been signed by the parties and their witnesses.

WITNESS MY HAND AND SEAL, on the date and place first above written.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of _____.