COMPROMISE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement is entered into this ___ day of July 2019 by and
between:

TRANSWORLD MEDIA ADS, INC., a corporation duly organized

and existing under the laws of the Republic of the Philippines
with principal office address at 8496 Km. 17 East Service
Road, Barangay San Martin De Porres, Parañaque City,
represented in this Agreement by its President/CEO, Mr.
Franklin Hernandez, and hereinafter referred to as the “FIRST
PARTY”;

-and-

RUKS KONSULT & CONSTRUCTION, a corporation duly

organized and existing under the laws of the Republic of the
Philippines with office address located at A-6 Francisca
Tower, EDSA corner Scout Borromeo, Kamuning, Quezon City
1103 and No. 5 EDSA Extension, San Rafael District, Barangay
76, Pasay City, represented in this Agreement by its President,
_______, and hereinafter referred to as the “SECOND PARTY”;

WITNESSETH: That—

WHEREAS, in a Decision dated 25 August 2009 of the Regional Trial

Court Branch 142 (RTC) in Civil Case No. 03-1452 entitled “Adworld Signs
and Advertising Corporation v. Transworld Media Ads, Inc., and Comark
International Corp.”, the RTC rendered judgment as follows:

“WHEREFORE, judgment is hereby rendered:

a. Ordering defendant TRANSWORLD and third-party defendant

RUKS, jointly and severally, to pay plaintiff the sum of
PHP474,204.00 as actual damages, with interest at a legal
rate from December 15, 2003, the date of the filing of the
complaint, until full payment as well as attorney’s fees in the
amount of Php50,000.00;
b. Ordering the rescission and cancellation of the Billboard
Advertising Agreement between defendant COMARK and
defendant TRANSWORLD;
c. Ordering defendant TRANSWORLD to pay defendant
COMARK the sum of Php855,900.00 as actual damages, with
interest at legal rate from demand until full payment,
exemplary damages in the amount of Php50,000.00; and as
attorney’s fees in the amount of Php50,000.00; and
 d. Dismissing defendants COMARK and TRANSWORLD’s
counterclaim against the plaintiff, as well as third-party
defendant RUKS’ counterclaim against third-party plaintiff
TRANSWORLD.

SO ORDERED.”

WHEREAS, the Decision was appealed to the Court of Appeals, but

the latter AFFIRMED said Decision. Likewise, the Petition for Review on
certiorari was denied by the Supreme Court.

WHEREAS, on execution, the court Sheriff sent a Demand To Pay

Judgment Obligation to the FIRST PARTY in the total amount of
Php1,614,943.00;

WHEREAS, on 27 October 2016, the FIRST PARTY and Comark

International Corporation agreed on settlement on execution. A Notice of
Satisfaction of Judgment was thereafter filed before the RTC;

WHEREAS, the FIRST PARTY sent demand letters to the SECOND

PARTY for the payment of a total amount of Php262,102.00 (474,000 +
50,000 / 2) corresponding its share of payment to ADWORLD which was
already advanced and paid by the FIRST PARTY upon execution of
judgment;

WHEREAS, the SECOND PARTY signified its intention to settle and pay
the amount of Two Hundred Sixty Two Thousand One Hundred Two
(Php262,102.00) to the FIRST PARTY;

NOW THEREFORE, in view of the foregoing premises, the parties

hereto agree to settle the amount based on the following terms:

1. The SECOND PARTY shall issue two (2) checks in favor of the
FIRST PARTY, to wit:

CHECK NO. AMOUNT DATE

2. The SECOND PARTY warrants that all the foregoing checks are
sufficiently funded; and that should any of the said checks is dishonored,
the entire outstanding obligation shall become immediately due and
demandable without need of prior demand. In which case, the FIRST
PARTY is entitled to execute and enforce this Agreement against the
SECOND PARTY without prejudice to its other rights under existing laws.

3. The Parties hereby guarantee that they have full authority to

sign this Compromise Agreement, and that they or their representatives
are of sound mind at the time of the execution of the same.
 6. If any provision of this Agreement shall hereafter be held to
be invalid or unenforceable for any reason, that provision shall be
reformed to the maximum extent permitted to preserve the Parties’
original intent, failing which, it shall be severed from this Agreement with
the balance of this Agreement continuing in full force and effect. Such
occurrence shall not have the effect of rendering the provision in question
invalid in any other case or circumstances, or of rendering invalid any
other provisions contained herein to the extent that such other provisions
are not themselves actually in conflict with any applicable law.

IN WITNESS WHEREOF, the Parties hereto affixed their signatures this

__ day of July 2019 at Makati City, Metro Manila.

FIRST PARTY SECOND PARTY

TRANSWORLD MEDIA ADS, INC. RUKS KONSULT & CONSTRUCTION

Represented by:

_____________________
FRANKLIN HERNANDEZ

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

Makati City ) S.S.

BEFORE ME, a Notary Public for and in Makati City, personally

appeared the following persons, to wit:

NAME IDENTIFICATION DATE/PLACE ISSUED

___________ ________________ ________________________________________

___________ ________________ _______________________________________

who are known to me and to me known to be the same persons who

executed the foregoing Compromise Agreement consisting of Four (4)
pages including this page, and acknowledged to me that the same is
their free and voluntary act and deed.
 WITNESS MY HAND AND NOTARIAL SEAL this _______day of July 2019.

Doc. No.: _____;

Page No.: _____;
Book No.: _____;
Series of 2019.