MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

1. That the deceased, VICTORIO V. SOLIVEN, died intestate or whose will is

unknown;

2. The following are the compulsory heirs of the decedent, Victorio V. Soliven,
recognized by law:

PURITA R. SOLIVEN—Surviving Spouse

MA. ELIZABETH SOLIVEN—Legitimate Child

MARIE JOSEPHINE SOLIVEN—Legitimate Child

SUZETTE SOLIVEN—Legitimate Child

VICTORIO R. SOLIVEN JR,--Legitimate Child

VICTORIO BENITO SOLIVEN—Legitimate Child

VICTORIO FERDINAND SOLIVEN—Legitimate Child

VICTORIO JOSEPH SOLIVEN—Legitimate Child

3. That their rights as compulsory heirs are recognized by PURITA R.

SOLIVEN, including their rights to share in the estate and the profits thereof,
and that any extrajudicial settlement by and between her and the children of
Victorio does not act as a waiver of right to the estate of Victorio V. Soliven.

4. Specifically, that the sale of the BOHOL PROPERTY, situated in the Barrio
of Bingag, Dauis, Bohol, with Original Certificate of Title No. 73671, and the
subject of the EXTRAJUDICAL SETTLEMENT OF ESTATE dated
(“insert date of document”), is considered conjugal property of the Sps.
Soliven, and that the heirs of Victorio V. Soliven shall share in the proceeds of
the sale of this property in accordance with law.

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5. That the children of Victorio, also being compulsory heirs of the decedent,
are recognized by Purita R. Soliven, as having a right to share in the proceeds
of the sale, the terms of which may be agreed upon by them on a later date.

6. However, in the case of the sale of the BOHOL PROPERTY, the division of
the proceeds of the sale in the amount of ONE HUNDRED THIRTEEN
MILLION FIVE HUNDRED EIGHT THOUSAND AND SIX
HUNDRED PESOS (P 113, 508, 600.00) shall go as follows:

a. FIFTY PERCENT (50%) of which shall accrue to PURITA R.

SOLIVEN as her conjugal share in the estate;
b. The remaining FIFTY PERCENT (50%) or FIFTY-SIX MILLION
SEVEN HUNDRED FIFTY-FOUR THOUSAND, THREE
HUNDRED PESOS (P 56, 754, 300) shall be divided to the EIGHT
(8) compulsory heirs herein named as their share in the estate;

c. The payment of inheritance in the Bohol property shall be paid

upfront partial payment of ONE MILLION PESOS (P 1,000,000)
FOR EACH COMPULSORY HEIR NAMED HEREIN, upon the
payment of the balance of the downpayment by the VENDEES, REY
FERNAN UY, ROY FERNAN UY, AND REX FERNAN UY;
d. The balance of the inheritance shall be payable in property located in
Loyola Grand Villas owned by EL REYNO HOMES INC., MEDINA
FOODS INC., OR OTHER PROPERTIES BELONGING TO
THE V.V. SOLIVEN GROUP OF COMPANIES, whether from the
Chinabank portion or if not redeemed on time, then any other
available Loyola Grand Villas property within THREE YEARS from
the execution of this agreement;
e. The performance of this obligation may be extendible beyond the three
year period agreed upon, so long as all the parties named herein agree
to do so, in writing and signed by all;
f. If it is still insufficient to satisfy the balance, or if the heir so chooses,
then at their option, any other properties owned by the V. V.
SOLIVEN GROUP OF COMPANIES
g. Further, that all properties owned by the SPS. SOLIVEN having rental
income shall be enjoyed by all the compulsory heirs and distributed to
them in the manner provided for by law, and shall be pooled into a

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 corporation jointly owned by the heirs for the taxes, maintenance and
upkeep of the properties, and for the proper distribution of such rental
income;

7. This is in accordance with the rules on intestate succession as provided for

under The Civil Code of the Philippines.

8. In the event that any other property of the decedent should ever be found
which are not included hereinabove, the HEIRS hereto further agree as they
do so agree to settle and distribute the same in like manner and proportion as
they so agree upon.

9. This Agreement shall be binding and enforceable upon the Parties and their
respective successors, permitted assigns;

10. The Parties hereby acknowledge that no representation, undertaking,

promise or commitment of present or future fact, opinion, or event, except
those stated herein, has been made by any of them to each other to induce the
execution of this Agreement.

11. The Parties have read this document entitled, “Memorandum of Agreement”,
and have fully understood every word of it and its meaning and have signed
the same willingly, voluntarily, and with full knowledge and understanding of
their respective rights under the law, and the relevant facts, circumstances,
rights, and defenses, and with full knowledge or opportunity to obtain such
knowledge.

12. The effective date of this Agreement shall be upon the signing by the
signatories hereto.

13. If any provision of this Agreement is declared invalid, illegal or unenforceable

in any respect by a court of competent jurisdiction, the validity, legality and
enforceability of the other provisions hereof shall not be affected or impaired
thereby and shall continue to be in full force and effect.

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14. The validity, construction and performance of this Agreement shall be
governed by and construed in accordance with Philippine laws. The venue of
any action arising from this Agreement shall solely and exclusively be the
proper courts of Quezon City, Metro Manila, Philippines, to the exclusion of
all other courts.

15. Except as otherwise provided herein, this Agreement may not be amended
except in writing signed by all the Parties or their duly authorized
representatives.

16. This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof, superseding any prior agreement with
respect thereto, and no modification, amendments or supplements to this
compromise agreement shall be effective for any purpose unless in writing
and signed by each of the parties and / or their authorized representatives
hereto.

17. This Agreement may be signed in any number of counterparts. Any single
counterpart or a set of counterparts signed, in either case, by each of the
parties hereto shall constitute a full and original agreement for all purposes.

IN WITNESS WHEREOF, WE have hereunto affix my signature this ____ day

of 2017, at ______, Philippines.

PURITA R. SOLIVEN MA. ELIZABETH SOLIVEN

MA. JOSEPHINE SOLIVEN MA. SUZANNE SOLIVEN

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 VICTORIO R. SOLIVEN JR. VICTORIO BENITO SOLIVEN

VICTORIO FERDINAND SOLIVEN

VICTORIO JOSEPH SOLIVEN

SIGNED IN THE PRESENCE OF:

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES) S.S.

_____________________________ )

BEFORE ME, a notary public for and in the above jurisdiction on this day of
__________, personally appeared the following persons who presented to me their
respective competent evidence of identity (CEI) the details of which are set forth
next to their respective names as follows:

who were identified by me through competent evidence of identity 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 the free and voluntary
act and deed of the corporation they represent. The instrument referred to is a
MEMORANDUM OF AGREEMENT which consists of _____ (___) pages,
including this page on which this Acknowledgment is written, and signed by the
parties and their instrumental witness.

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

Doc. No._____________
Page No._____________
Book No._____________
Series of 2017.