COMPROMISE AGREEMENT

This Compromise Agreement (“Agreement”) is entered into

this ____ day of _________ 2022, in Quezon City, by and between:

PHESCO, INC., a corporation duly formed and

registered under the laws of the Republic of the
Philippines , with principal office address at 491-495
Quezon Avenue, Quezon City 1114 Philippines,
represented by its President, ROBERT T. YNSON
JR. per attached Board Resolution No. _______
dated ____________, (hereinafter, the “First Party”);

- and –

ADRIAN B. MARIANO, JUANITO L. BUIZON,

CLARITA B. MENDIOLA ESTEBAN L. BUIZON,
CRISTINA B. DE LEON, JULIO L. BUIZON,
MEDELITO L. BUIZON, MA. THERESA B.
CRUZ, ERLINDA L. BUIZON, PAULINA
EGENIA B. DE JESUS, all of legal age, Filipino
citizen and a resident of Purok 4, Iba O’ Este,
Calumpit, Bulacan hereinafter, the “Second Party”).

Witnesseth that:

Whereas, the First Party is the private complainant and the

Second Party are the accused in Criminal Case No.
________________________________ for other deceits under Art. 318
of the Revised Penal Code, entitled, “People of the Philippines v. Shelbay
G. Blanco, Noel T. Dotillos and Arlene L. Villarroel,” pending before the
Metropolitan Trial Court of Quezon City, Branch 42.

Whereas, recognizing that it is in the parties’ mutual interest

and general benefit, the parties have agreed to enter into this
Agreement and put an end to the pending litigation.

I. Scope

The parties have agreed to settle the civil aspect of criminal case
no. M-QZN-22-03811-CR in order to avoid protracted litigation and
to avoid incurring additional costs in connection with, or relating to,
the facts and circumstances alleged in the said criminal case.
1. That in lieu of total amount of at least Twenty Million Pesos (Php
20,000,000.00) in which the FIRST PARTY was prejudiced
representing the amount of the contract and repairs, FIRST PARTY
will instead enter into compromise agreement.

II. Terms of Settlement

II.1 The Second Party assures that they will immediately sign
a Deed of Absolute Sale involving the following properties in favor of
First Party for the amount of Two Million Pesos (Php2,000,000.00) as
described below:

II.2 That second party shall cause the transfer of property

under the name of First Party within thirty (30)days from signing of
this agreement as described below.

Name of Owner in Tax

Declaration of Real Location Lot No.
Property
170 Purok 4, Iba O'este,
Buizon, Consuelo L., 13077=12748-B
Calumpit Bulacan
Buizon, Estebal L. Married 172 Purok 4, Iba O'este,
13078
To Victoria V. Robles Calumpit Bulacan
Buizon, Juanito L. M/To 170 Purok 4, Iba O'este,
13079=12748-D
Fausta Gloria L. Taperi Calumpit Bulacan
De Jesus, Paulina Eugenia
170 Purok 4, Iba O'este,
Buizon M/To Pedro De 13081=12748-F
Calumpit Bulacan
Jesus
De Leon, Cristina Buizon 173 Purok 4, Iba O'este,
13082+12748-G
M/To Dionisio De Leon Calumpit Bulacan

Buizon, Medelito L/ M/To 169 Purok 4, Iba O'este,

13083=12748-H
Nerissa S. Dionisio Calumpit Bulacan

Mendiola, Clarita Buizon 170 Purok 4, Iba O'este,

13085=12748-J
Mto Rogelio A. Mendiola Calumpit Bulacan

Cruz, Ma. Theresa Buizon, 168 Purok 4, Iba O'este,

13086=12748-K
M/To Elpidio C. Cruz Calumpit Bulacan
Iba O'este, Calumpit
Buizon, Geronimo Hra Of 13087=12748-L
Bulacan

II.3 That the payment amounting to Two Million Pesos (Php

2,000,000.00) will be given to Second.
 II.4 Party upon showing proof that the above enumerated
properties is under the name of First Party.

II.5 That the FIRST PARTY will convey the properties of

SECOND PARTY described below, surrounding Lot 12748-0 and
pay for the minimal amount of Two Million Pesos (Php2, 000,000.00)
upon Transfer of Title to FIRST PARTY within thirty days from the
Agreement.

II.6 That the SECOND PARTY will shoulder all cost in

transfer and registration transfer of Title in favor of FIRST PARTY.

II.7 That the SECOND PARTY will waive their right to

collect the amount of One Million Three Hundred Thousand (Php
1,300,000.00) representing the remaining balance on two (2) deeds of
sale covering TCT No. CARP2018000139 and TCT No.
CARP2019000201.

III. Deliverables and Waiver

III.1 Upon the execution of this Agreement, the First Party

shall move for the provisional dismissal of criminal case no. M-QZN-
22-03811-CR in favor of the Second Party. The Second Party shall give
their express consent to the provisional dismissal.

III.2 Before the lapse of one (1) year from the time criminal
case no. M-QZN-22-03811-CR has been provisionally dismissed, the
First Party shall file a motion to revive said criminal case, if the
obligations of the Second Party has not yet been fulfilled by the end
of one (1) year. If at the time of the filing of the said motion, the
Second Party had been faithfully complying with their obligation
under this Agreement, the First Party shall endeavor to provisionally
dismiss the said criminal case. The Second Party waive their right to
interpose the defense that the second dismissal shall be permanent in
nature. Further, the Second Party shall give their express consent to
the second (2nd) provisional dismissal.

III.3 Upon completion by the Second Party of their obligation

under this Agreement, the First Party shall execute an affidavit of
desistance in favor of the Second Party and shall move for the
permanent dismissal of criminal case no. M-QZN-22-03811-CR.

IV. Approval of the Agreement as Decision on the Civil Aspect of

Criminal Case No. M-QZN-22-03811-CR
 The parties, through their respective counsels, shall jointly
move for the approval of this Agreement. The Court’s judgment
based on this Agreement will constitute as the binding decision on
the civil aspect of criminal case no. M-QZN-22-03811-CR.

V. Revival of Criminal Cases and Motion for Execution

V.1 In the event that the Second Party fail to comply with
their obligation, the First Party shall be entitled to revive and
prosecute the criminal aspect of criminal case no. M-QZN-22-03811-
CR without prejudice to other cause/s of action that may arise as a
consequence of such non-compliance.

V.2 In addition thereto, the First Party shall also be entitled to

the issuance of a writ of execution to recover the total amount of
Three Million Three Hundred Fifteen Thousand Eight Hundred
Pesos (PhP3,315,800.00), which will become immediately due and
demandable. The Second Party will also be liable for liquidated
damages in the amount of One Million Pesos (PhP1,000,000.00).

VI. Waiver, Cumulative Rights

VI.1 No failure or delay on the part of a party in exercising any

right, power or remedy accruing to it upon any breach or default by
the other party under this Agreement shall impair any such right,
power or remedy, nor shall any such failure or delay be construed as
a waiver of any such breach or default thereafter occurring, nor shall
a waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring, nor shall
any single or partial exercise of any such right or power preclude any
other or further exercise thereof or the exercise of any other right or
power hereunder.

VI.2 All remedies, either under this Agreement, or by law or

otherwise, afforded the parties shall be cumulative and not
alternative.

VII. Mutuality

The parties hereby acknowledge that the stipulations contained

in this Agreement have been mutually agreed upon by the parties,
without any act of force, fraud or undue intimidation. The parties
also acknowledge that they have consulted their respective legal
counsels and that they fully understand the legal consequences and
effects of this Agreement. Accordingly, the parties hereby expressly
and irrevocably agree to abide by the foregoing stipulations with the
force and effect of a lawful right and a demandable obligation.

VIII. Ancillary Agreements

The following agreements constitute part of this agreement:

VIII.1Deed of Absolute Sale between Noel T. Dotillos and

Phesco Inc.;

VIII.2The Memorandum of Agreement between Noel T.

Dotillos and Phesco Inc.;

VIII.3The Purchase Agreement between Phesco Power

and Water Incorporated and SAVS Borbon Cebu Water
Corporation;

VIII.4The Resumption Contract between Municipal

Government of Borbon, Cebu and Phesco, Inc.;

VIII.5The Takeover Agreement Phesco Power and Water

Incorporated between SAVS Borbon Cebu Water
Corporation; and

VIII.6The Takeover Agreement between Phesco Power

and Water Incorporated and the Local Government of the
Municipality of Borbon.

IX. Binding Effect; Successors and Assigns

This Agreement and all its terms and conditions shall bind and
inure to the benefit of the parties and their respective
successors and duly permitted assigns.

X. Severability

In case any one or more of the provisions contained in this

Agreement shall be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be
affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereunder set their hands

on the date and place first written above.
 PHESCO, INC. ADRIAN B. MARIANO
First Party Second Party

Represented by: JUANITO L. BUIZON

Second Party
ROBERT T. YNSON
President CLARITA B. MENDIOLA
Second Party

ESTEBAN L. BUIZON
Second Party

CRISTINA B. DE LEON
Second Party

JULIO L. BUIZON
Second Party

MEDELITO L. BUIZON
Second Party

Signed in the Presence of:

ATTY. HYACINTH MARIE

T. SALIG-BATHAN
Private Prosecutor Counsel for Accused
 ACKNOWLEDGMENT

Republic of the Philippines )

Quezon City ) S.S.

BEFORE ME, a Notary Public for and in Quezon City on this

_____ day of ________________ 2022, personally appeared the
following with their competent evidence of identity:

Name Competent Evidence Expiration

of Identity
Robert T. Ynson
Adrian B. Mariano
Juanito L. Buizon
Clarita B. Mendiola
Esteban L. Buizon
Cristina B. De Leon
Julio L. Buizon
Medelito L. Buizon
Ma. Theresa B. Cruz
Erlinda L. Buizon
Paulina Egenia B. De Jesus

who are personally known to me, and/or are satisfactorily proven to

me their respective identities through competent evidence, to be the
same persons who executed the foregoing compromise agreement
consisting of seven (7) pages, including the page on which this
Acknowledgment is written duly signed by them and their two (2)
instrumental witnesses and who acknowledged to me that the same
is their respective free and voluntary act and deed.

WITNESS MY HAND AND SEAL.

Doc. No. ;
Page No. ;
Book No. ;
Series of 2022.

IN WITNESS WHEREOF, the parties hereunto affixed their

signatures this_______ day of___________ in _____________.

__________________ ____________________
First Party Second Party
 SIGNED IN THE PRESENCE OF:

_____________________________ __________________________

ACKNOWLEDGEMENT

BEFORE ME, a Notary Public for and in

________________________, personally appeared this _____ day of
_______________ at _______________________, Philippines,
personally appeared:

NAME COMPETENT EVIDENCE OF

IDENTITY

Known to me to be the same persons who executed this Compromise

Agreement consisting of two (2) pages including this page on which
this acknowledgement appears and they acknowledge to me that the
same is their free and voluntary act and deed and those of the
principals they respectively represent

WITNESS MY HAND AND SEAL this ______ day of ______________

at _______________________.

Doc. No. _____

Page No. _____
Book No. _____
Series of _____.