Points for Compromise: Joselito Lim and Presentacion Alcasid

A. Participation by Joselito in the audit of Edruf Realty and Development

Corporation’s Financial Statements as December 31, 2014.

Points for execution

1. Presentacion shall present a Board resolution allowing Joselito to obtain copies of the
documents and records which will become the basis for the preparation of Edruf’s 2014
Audited Financial Statements (AFS) with period ending December 31, 2014, through
Joselito’s accountant, Ms. Evelyn Luz I. Tantoy. The documents shall include but are not
limited to the following:

1. Bank Statements

2. Official Receipts covering sale of services by Edruf

3. Official Receipts and Invoices covering payments made by Edruf

4. Minutes of directors’ and shareholders’ meetings and the meetings of any

Executive Committee

5. Stock and transfer book, stock certificates book, including copies of issued
stock certificates

6. Quarterly, annual and periodical reports and other communications to the

shareholders of the Company

7. Copies of Deeds of Assignment/Sale or other documents covering conveyance

of Edruf’s properties specifically the following:

Transfer Mother Title Mode of Transfer as

Certificate of Alleged in Bessie Lim’s
Title Answer1 in RTC SEC
Case No. 91-2012-C
T-779098 T-632896 Property was included in
the Joint Venture with
Sto. Nino de Cebu
Resources Dev’t Corp.
T-779098 T-632897 Property was included in
the Joint Venture with
Sto. Nino de Cebu
Resources Dev’t Corp.
T -779099 T-632896 Assigned to stockholders
T-779100 T-632896 Presentacion Alcasid,
1
Dated June 19, 2012
T-779102 T-632897 Carmelita Lim, Teresita
T-779103 T-632897 Casupang, Lourdes Tan,
T-779104 T-632897 Bessie Lim, and Joselito
Lim
T-677709 T-606116 Sold to Angel Diaz
T-677710 T-606116 Sold to Jocelyn Diaz
T-677711 T-606116 Assigned to Atty. Arienda
T-677712 T-606116 Assigned to Atty. Loyola
T-677713 T-606116 Assigned to the “Cebu
T-677714 T-606116 Heirs”
T-677715 T-606116
T-677716 T-606116
T-677717 T-606116 Assigned to Cebu and
Banadero Heirs
T-677718 T-606116 Used as common road to
the subdivided lands
T-679224 T-61640-41 Transferred to Cuyab Hot
Spring Resort

8. Proof of payment of correct documentary stamp tax and capital gains tax,
copies of all certificate authorizing registration of transfers of shares of stock
obtained from the BIR

9. Organizational or ownership charts

10. Registration with the Department of Trade and Industry, SSS, Pag-Ibig,
Philhealth

11. Community Tax Certificate, Mayor’s Permit, Locational

Clearance/Certification of Zoning Compliance

12. Building Permits, Certificates of Occupancy, Sanitary/Plumbing Permits,

Electrical Permits, Certificate to Operate Machinery, Fire Safety Compliance
Certificate/Fire Safety Inspection Certificates, Water permit

13. Details of all loans made to or by the Company, including all loans and
indebtedness to directors, officers, employees or shareholders

14. All outstanding mortgages, charges (whether registered or not) and other
security arrangements and documents relating to or affecting the Company

15. Details and copies of all guarantees, indemnities and other contingent
obligations (a) given by the Company in relation to the obligations of any
other person and (b) given by any other person in respect of the obligations of
the Company
 16. Copy of BIR registration

17. Tax returns filed for the last 3 years (VAT, income tax, withholding taxes)

18. Details of any properties owned, occupied or leased by the Company

including copies of title documents and leases, usage, address, title number
and site plans

19. Details of any leases, tenancies or rights to use, hold or occupy granted by the
Company

20. Copies of all material contracts, joint ventures, partnerships or investments in

other entities, or reorganisations entered into by the Company

21. Contracts with the directors or officers of the Company

22. Contracts with major suppliers with copies of any standard terms of business
used by the Company

23. Details of all contracts or commitments for capital or development

expenditure or other expenditure not in the ordinary course of business

24. Subscription Agreements

25. Copies of employment contracts

26. List of pending cases in courts and/or government agencies

27. Schedule of all plant, machinery and equipment, motor vehicles and other
tangible assets used by the Company and the ownership thereof

 It is understood that Joselito shall have participation in the ongoing audit of the 2014
Financial Statements of Edruf by furnishing his Accountant, Ms. Tantoy with copies of
the initial findings of Edruf’s Independent Auditor (i.e. working papers) together with the
documents which became the basis for the preparation of the 2014 AFS such as but not
limited to the foregoing.

 Ms. Tantoy shall be free to communicate with the Independent Auditor for questions and
shall be free to access the auditor’s working papers and Edruf’s corporate documents
which has relevance to the preparation of the 2014 AFS.

 Any questions raised by Ms. Tantoy on the figures arrived at by the independent auditor,
shall be addressed by such auditor within 5 days from date of query. If there is no
response from the auditor, the following shall make a written response in the order
mentioned within 15 days from date of query of Joselito: 1) President, Ms. Presentacion
 Alcasid or 2) Corporate Treasurer, Carmelita Lim or 3.) Bessie Lim or 4) any of Edrufs
Board Members: Francisco Alcasid, Jr., Lourdes Tan, Carmelita Lim

 If the response shall not be satisfactory, the matter shall be discussed in a meeting to be
held by the Board, 10 days after Joselito or his representative send his feedback on the
issue/response.

 This condition shall deemed complied with upon the filing of 2014 AFS fully agreed
upon by Joselito and other members and corporate officers of Edruf, with the SEC and
the BIR.

 Joselito will provide for the draft Board Resolution.

B. Continuing Access by Joselito on the books and corporate records of Edruf

Point/s for execution

 Presentacion shall secure a Board Resolution confirming Joselito’s right to have

continuing access to the corporate books and records of Edruf within reasonable hours
during business days upon his request.

 Joselito will provide for the draft Board resolution

C. Attendance at Board Meetings

 Presentacion shall secure a Board Resolution allowing Joselito or his representative to

join meetings of the Board of Directors of Edruf and to be notified thereof at least 7 days
before the date of meeting.

 The Board shall furnish Joselito with minutes of such meeting upon his request.

 Joselito will provide for a draft Board Resolution