COMPROMISE AGREEMENT

This Compromise Agreement is entered this ___ day of October 2012 in Pasig City, Philippines
by and between:

XXX a partnership organized and existing under Philippine Law with

principal office at the 9th Floor, Ortigas Building, Ortigas Avenue, Pasig City,
herein represented by ABCD, Manager-Legal Department, (as evidenced by the
pertinent Secretary’s Certificate hereto attached as Annex “A”);

- and -

YYY, a corporation organized and existing under Philippine Law with

office address at No. 845 S. Laurel Street, Mandaluyong City, herein represented
by its Vice-President, EFGH (as evidenced by the pertinent Secretary’s Certificate
hereto attached as Annex “B”), and in his personal capacity, Filipino and a
resident of ________________.

WITNESSETH:

WHEREAS, in 2004 a Contract of Lease was executed and entered into by the parties
regarding a commercial unit at the GSC, a commercial shopping complex at Ortigas Avenue,
San Juan City owned by XXX, wherein YYY and EFGH agreed to lease from XXX a 46.50 square
meter commercial space at the GSC, particularly Unit No 111 of Carpark Building 1 located
therein for two (2) years, subject to the terms and conditions stipulated therein as well as in
the Contract of Lease Terms and Conditions Annex “A”.

WHEREAS, EFGH agreed to be solidarily liable with YYY for any and all obligations under
the said Contract of Lease Terms and Conditions Annex “A”.

WHEREAS, an Addendum to Contract of Lease dated February 16, 2007 and a Second
Addendum to Contract of Lease dated September 16, 2009 were subsequently entered into
and executed by the parties wherein the parties agreed to extend the term of the lease up to
March 14, 2010.

WHEREAS, YYY and EFGH admit that as of May 17, 2011, their unpaid lease obligations
to XXX amounted to P 2,817,721.54, inclusive of unpaid monthly rentals and CUSA charges
from March 2009 to September 2010, unpaid electricity consumption from May 2010 to
September 2010, and penalty charges.

WHEREAS, YYY and EFGH are also liable to indemnify XXX the amount of P 704,430.38,
which is equivalent to 25% of plaintiff’s claim, as liquidated damages and attorney’s fees in an
amount equivalent to 10% of plaintiff’s claim or P 352, 215.19.

WHEREAS, by reason of the failure of YYY and EFGH to pay the monthly rentals, as well
as the utility and CUSA charges despite demands, XXX instituted a civil action for collection of
a sum of money against YYY and EFGH docketed as Civil Case No. XXXX-PSG pending before
Branch 265 of the Regional Trial Court of Pasig City.

WHEREAS, YYY and EFGH admit that they have received the summonses and copy of
XXX’s Complaint in Civil Case No. XXXX-PSG from Branch 265, Regional Trial Court of Pasig City,
and thus they acknowledge the jurisdiction of the Court over their persons.
 WHEREAS, after receipt of the summonses and copy of the XXX’s Complaint, YYY and
EFGH submitted a proposal to XXX for the amicable settlement of XXX’s claims in Civil Case No.
XXXX-PSG, and XXX approved the proposal.

NOW THEREFORE, in view of the foregoing premises, the parties to this Compromise
Agreement hereby agree to amicably settle XXX’s monetary claims subject of Civil Case No.
XXXX-PSG entitled XXX vs. YYY and EFGH pending before Branch 265 of the Regional Trial
Court of Pasig City under the following terms and conditions.

1. The total amount to be settled by YYY and EFGH shall be in the total amount of One
Million Nine Hundred Thousand Pesos (P 1,900,000.00), plus interest thereon, as
well as attorney’s fees in the amount of One Hundred Forty Four Thousand Pesos
(P 144,000.00) to be paid as follows:

a. Upfront payment of P 300,000.00 upon execution of this Compromise

Agreement;

b. Payment of P 75,317.56 on the last day of every calendar month beginning

August 31, 2012 up to July 31, 2014;

c. Upfront payment of P 4,000.00 for attorney’s fees upon execution of this

Compromise Agreement; and

d. Payment of P 4,000.00 for attorney’s fees on the last day of every calendar
month beginning August 31, 2012 up to June 30, 2015

2. Upon execution of this Compromise Agreement, YYY and/or EFGH shall issue and
deliver to XXX post-dated checks, all payable to XXX, in payment of the amounts
mentioned in paragraph 1 above.

3. It is hereby understood that the amount mentioned in paragraph 1(b) above

includes payment of the interest.

4. YYY and/or EFGH have the option of paying in full the amounts of this Compromise
Agreement before the final due date set out above. However, in the event YYY
and/or EFGH fail to pay any amount mentioned in paragraph 1 above when it
becomes due, the amount of P 2,817,721.54 as claimed in Civil Case No. 73207-
PSG, at the option of XXX and without need of notice, shall immediately become
due and payable to XXX, less whatever amounts that may have been paid after the
execution of this Compromise Agreement, which amount shall bear interest at the
legal rate from the date of default until it is fully paid. Further, in the event of said
default, XXX shall be entitled to liquidated damages in the amount of P 704,430.38
and attorney’s fees in the amount of P 352,215.19, less whatever amounts that may
have been paid as attorney’s fees after the execution of this Compromise
Agreement.

5. Upon the execution of this Compromise Agreement, the parties will file a Joint
Motion for Judgment Based on Compromise Agreement in Civil Case No. XXXX-PSG
 in order to have this Compromise Agreement approved by the Court and a
judgment rendered based thereon.

6. In the event of default as mentioned in paragraph 4 above, XXX shall be entitled to

the immediate issuance of a Writ of Execution in Civil Case No. XXXX-PSG in order
to enforce this Compromise Agreement.

IN WITNESS WHEREOF, we have hereunto affixed our signatures this ____ day of October
2012 in Pasig City.

XXX, YYY
By: By:

___________________________ _____________________________

[NAME] [EFGH]
Manager – Legal Department Vice-President - Operations

In my personal capacity:

_______________________________
EFGH

Assisted by: Assisted by:

ZZZ LAW OFFICES ATTY. _______________

Counsel for Plaintiff Counsel for Defendants
__________________________ ____________________
Doña Julia Vargas Avenue, Ortigas Center Valle Verde 2, Brgy. Ugong
Pasig City Pasig City
Tel. Nos. 6388658 & 6384602 IBP No. _______ – ______-RSM
PTR No. _______________________
Roll No. _____
MCLE Compliance No. III – 0011247
ATTY. _______________
IBP No. ___________ – RSM
PTR No. __________________________
Roll No. _______
MCLE Cert. of Compliance No. IV – _______
Issued on 27 March 2012
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES }

PASIG CITY } S.S.

BEFORE ME, this _____ of October 2012 in the City of Pasig, personally appeared the
following persons who have shown to me evidence of their identities:

NAME COMMUNITY TAX GOVERNMENT ISSUED ID

CERTIFICATE
Michael David I. Abundo III
Jose Vito L. Borromeo

and known to me to be the same persons who executed the foregoing Compromise Agreement,
consisting of four (4) pages, including the page on which this Acknowledgment is written , and
who acknowledged to me that the Compromise Agreement is their free and voluntary act and
deed, as well as the corporations they respectively represent.

IN WITNESS WHEREOF, I have hereto set my hand and affixed my notarial seal, on this ___ day
of October 2012 and on the place above mentioned.

Doc. No. ______

Page No. ______
Book No. ______
Series of 2012.