CONTRACT TO SELL

This Contract to Sell (the "Contract"), made and entered into by and between:

ARTHALAND CORPORATION, a corporation duly organized and existing under and by virtue of the
laws of the Philippines, with principal office and place of business at 8th Floor, Picadilly Star Building, 4th Avenue, comer 27'h Street, Bonifacio Global City, Taguig City, represented herein by its duly authorized Attorneys-in-fact whose names and signatures appear in the signature pages hereof, by virtue of the powers conferred upon them, (hereinafter known as the "Seller") -and-

LORENZO CANCIO LAYUG, of Iegal age, Filipino, single, resident of and with postal address at l9 Tolentino Street, San Lorenzo Village, Makati City, (hereinafter known as the "Buyer")

SETS FoRTH

THAT:

The Seller is developing a condominium project more particularly identified in Annex A (the "Project") in accordance with Republic Act No. 4726, as amended (otherwise known as The Condominium Act) and Presidential Decree No. 957, as
amended (otherwise known as The Subdivision and Condominium Buyer's Protective Decree);

The Buyer has offered to purchase from the Seller, and the Seller is willing to sell to the Buyer, a condominium unit located in the Project, subject to certain terms and conditions hereinafter set forth;

Now, THEREFoRE, for and in consideration of the foregoing premises, the Buyer's payment of the purchase price and all other amounts herein below specified and his faithful compliance with the Master Deed with Declaration of Restrictions specified in Section I hereofand the covenants, representations and warranties hereinafter set forth, the Seller has agreed to sell, transfer and convey to the Buyer, and the Buyer has agreed to purchase fiom the Seller, the condominium unit herein specified, subject to the following terms and conditions:

I.

THE PRO.IECT

The Seller has executed the Master Deed with Declaration of Restrictions for the Project which has been annotated on the transfer certificate of title to the underlying parcel of land constituting the Project (the "Deed Restrictions") in fulfillment of its intention to create a residential development where the general welfare of owners or occupants thereof is enhanced through the imposition of certain covenants and restrictions constituting voluntary easements on the Project. The Buyer hereby undertakes to faithfully and strictly comply with such covenants and restrictions. It is understood and agreed that the Buyer's compliance with these covenants and restrictions in the Deed Restrictions constitutes an essential consideration for the sale of the condominium unit hereinafter described.

2.

THE UNITTO BE PI.]RCHASED

The Buyer agrees to buy a condominium unit in the Project, together with its appurtenant parking slot(s),

if

any

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(collectively referred to as the "Unit"), more particularly identified in Annex A and having the specifications described in Annex A-1. Appliances and furniture indicated in the plans or brochures which are not specified in Annex A-l are for
illustration purposes only and not included in the sale of the Unit.
The sale of the Unit to the Buyer shall include an undivided interest in the common areas of the Project and membership in the condominium corporation to be established for the Project (the "Condominium Corporation").

I
I

3.
3.1

PuncH^q,sn

Pnlcn

AND MANNER oF PAyMENT

The Purchase Price of the Unit herein purchased and its manner of payment are set forth in Annex A. The sale by the SELLER of the Unit, and the agreement of the BUYER to purchase the Unit at the Purchase Price herein stated, is understood to have been made in accordance with Article 1542 of the Civil Code.

3.2

The Buyer may obtain financing for the payment of the Purchase Price, or any part thereof, from a lending bank or financing institution acceptable to the Seller, provided, that the Buyer shall be solely responsible for complying with all the requirements of the bank or financing institution and expediting the release of the loan before any of the dates for payment ofthe Purchase Price shall fall due.

In the event the loan application of the Buyer is approved by the bank or financing institution, the Buyer shall submit to the Seller the written notice of approval of the Buyer's loan from the bank or financing institution within
the period prescribed by the Seller. The Buyer hereby authorizes the lending bank or financing institution to release directly to the Seller the proceeds ofthe loan for the payment ofthe Purchase Price, or any part thereof, on
or before the due date(s) for payment thereof.

In the event the loan application of the Buyer is disapproved by the bank or financing institution in whole or in part, the Buyer shall pay to the Seller, on or before the due date(s) prescribed for payment ofthe Purchase Price set forth in Annex A, the entire Purchase Price, or the applicable portion thereof which was intended by the Buyer to be financed from the proceeds ofthe loan.

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The Buyer may finance the purchase of the Unit through the in-house financing program of the Seller, provided, that he shall comply with all the additional conditions for purchase under Annex A, including the submission of the completed application form prescribed for purchases under the in-house financing program, if applicable. Failure ofthe Buyer to pay any portion ofthe Purchase Price or such other amounts required to be paid under this Contract as specified in Annex A on the applicable due dates shall constitute an event of default under Section 4. I and the Seller shall have the right to exercise its rights in accordance with Section 4.2. It is understood that any delay in the payment of any amount forming part of the Purchase Price for any reason whatsoever, including any delay in the processing of the loan application of the Buyer due to the fault or negligence of the Buyer or due to causes within the latter's control, shall give rise to the Seller's rights specified in Section 4.2. In the event, however, that the Seller does not exercise its right to cancel this Coniract pursuant to Section 4.2, without prejudice, however, to the exercise ofsuch right at any time, this Contract shall continue to be in effect subject to the condition that the Buyer shall pay the penalty prescribed in Section 4.2.1 based on the unpaid amount from the date of default to the date of payment. Notwithstanding any instruction of the Buyer to the contrary respecting the application of his payment, it is agreed that (a) any payment received by the Seller shall be applied against the statement of account or billing with the latest date; and (b) in the event that the payment ofthe Purchase Price, interest, or penalty charges is covered by one statement of account, then the payment received by the Seller shall be applied to the payment of obligations stated therein in the following order ofpriority: first, against penalty charges and corresponding value-added tax; second, against interest and corresponding value-added tax; third, against the Purchase Price and corresponding value-added tax; and lastly, against Seller's advances for taxes and other charges. Should the payment received be insufficient to completely settle any outstanding obligation, whether covered in one statement of account or otherwise, then any subsequent payment to be received from the Buyer shall be applied in the payment of such
unpaid amounts.

3.4

3.5

4.
4.1

DEFAULT

The following events shall constitute an event of default under this Conffact and the Deed of Absolute Sale
executed pursuant hereto):

(if

(a)

failure or delay of the Seller to receive any amount due under this Contract on the date or within the period specified in Annex A for its payment for any reason whatsoever, including failure to receive the proceeds of any post-dated check due to insufficiency of funds, closure of account, refusal of the drawee bank to honor the check on the date ofpresentment for payment or for any reason whatsoever (other than
due to the

willful act or gross negligence of the Seller);

(b)

failure or delay of the Buyer in the delivery of the copy of the credit life insurance policy and receipts evidencing payment of the premiums therefore on the date or within the period specified for its delivery pursuant to Annex A (if applicable);
cancellation by the Buyer of this Contract or Deed of Absolute Sale (if executed pursuant hereto), or withdrawal of the purchase of the Unit, for any reason whatsoever (other than due to the willful act or gross negligence ofthe Seller);

(c)

(d)

failure or delay of the Buyer in executing the Deed of Absolute Sale after fulI payment of the Purchase Price in accordance with Section 6.2;
material breach of any provision hereof, including the failure of the Buyer to comply with any covenant or obligation required to be performed or undertaken hereunder or to comply with any covenant or restriction under the Deed Restrictions: or

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4.2

(e)

(0

the concealment of any material fact, or providing any information which is determined to be false or misleading in any document or instrument signed, executed or submitted to the Seller in connection with the sale of the Unit, including the application for in-house financing, this Contract, Deed of Absolute Sale (ifexecuted pursuant hereto), and their respective supporting documents, on the basis ofwhich the Seller shall have agreed to the sale of the Unit to the Buyer.

Upon the occurrence ofan event ofdefault specified in Section 4.1, the Seller shall be entitled to exercise or avail itielf, at the Seller's option and discretion, of any, some or all of the following rights or remedies, whether cumulatively or alternatively, in conjunction with or separately, from any other right or remedy granted hereunder or under the law:

4.2.1

The Seller shall have the right to collect penalty charges at the rate of two percent (2%) of the unpaid amount for every month or fraction thereof of delay in remitting to the Seller the amount due. The payment ofpenalty charges as provided hereunder shall not be a substitute for and shall be in addition to the payment of the amounts otherwise due under this Contract as set forth in Annex A.

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4.2.2

The Seller shall be entitled to cancel this Contract and the Deed of Absolute Sale without need of a court declaration to that effect by giving the Buyer a written notice of cancellation in accordance with Section 14.8. As a result of such cancellation, all payments made by the Buyer on the date of cancellation shall be forfeited in favor of the Seller as liquidated damages except if the default is due to the Buyer's failure to pay any installment covered by the provisions of Republic Act No. 6552 (otherwise known as the Realty Installment Buyer Act), in which case, the refund and cancellation of such installment payments shall be made in accordance with Republic Act No. 6552. In any event, improvements on the Unit as of the date of cancellation shall become the properry of the Seller, without any obligation on the part of the Seller to indemnifo the Buyer.

4.3

Upon the cancellation of the Contract and the Deed of Absolute Sale (if executed pursuant hereto), the Seller shall be free to dispose of the Unit covered hereby as if this Contract and the Deed of Absolute Sale had not been
executed.

4.4.

In case of cancellation of this Contract and the Deed of Absolute Sale, the Buyer who has occupied the Unit pursuant to Section 7 shall immediately vacate the Unit and deliver to the Seller full and vacant possession of the same without need of notice or demand. Should the Buyer fail to immediately vacate and turn-over possession of the Unit to the Seller, the Seller is hereby constituted and appointed as the Buyer's attorney-in-fact with the following powers:
(a) open, enter, padlock, secure, or enclose the Unit and discontinue or cause the discontinuance ofthe supply of public utilities and services to the Unit, or otherwise take full and complete physical possession and control of the Unit;

(b)

full control and possession of all furniture, equipment, alterations, additions, or improvements placed in or on the Unit which cannot be removed without defacing or injuring the
assume ownership and take

premises of the Unit or any common area;

(c)

take an inventory of and place in storage at Buyer's cost, the equipment, furniture, articles or merchandise found or located in the Unit which may be removed therefrom without defacing or injuring any portion of Unit or any common area.

(d)

at the option of the Seller, (i) appropriate for itself the properties found in the Unit and apply the value thereof to the unpaid liabilities of the Buyer, and/or (ii) dispose of said properties in a public sale and apply the proceeds thereof to the payment of the Buyer's liabilities including expenses incurred by the Seller in connection with the storage and sale of such properties; in any event, collect from the Buyer any remaining deficiency after the value of the properties, and/or the proceeds from the sale of such properties have been applied to the payment of the Buyer's unpaid

(e)

liabilities;

(0

take whatever action is necessary or advisable to protect or enforce the Seller's rights and interests in the Unit, without any interference by the Buyer.

The appointment

of Seller as attorney-in-fact of Buyer shall be deemed coupled with interest and shall be irrevocable for as long as any obligation of Buyer to Seller remains unpaid.
Should the Buyer or any ofhis assigns or successors-in-interest, after such rescission or cancellation, continue to be in possession of the Unit, such person shall become a mere intruder or in unlawful detainer of the same, without any further right, title, interest or claims of any kind or character to the Unit and its improvements, if any.

4.5

It is understood and agreed that no failure or delay by the Seller in exercising any right, power or privilege under this Contract and the Deed of Absolute Sale (if executed pursuant hereto) shall be construed as a waiver thereof
nor shall any single or partial exercise thereofpreclude any further exercise ofany other right, power, or privilege. Acceptance by the Seller of any payment made in a manner or at any time other than as herein provided shall not be construed as a variation, novation or waiver of the terms hereof.

4.6

The provisions of this Section 4 shall survive the cancellation of this Contract and the Deed of Absolute Sale
executed pursuant hereto).

(if

Taxns, REGISTRATIoN CoSTS AND EXPBNSES

5.1

The following taxes, costs and expenses shall be for the account ofthe Buyer: (a) value-added tax imposable on the sale of the Unit (if applicable);

(b)

documentary stamp tax, Iocal transfer tax, registration fees and other expenses, costs and taxes (other than taxes on the income of the Seller or any other tax creditable thereto) imposable on the sale and transfer of title of the Unit from the Seller to the Buyer, the execution and registration of the Deed of Absolute Sale, the issuance of the condominium certificate of title and tax declaration of the Unit in the name of the Buyer; real properfy taxes and assessments imposable on the Unit commencing on the date of delivery or deemed delivery of the Unit in accordance with Section 7.2,or on the date of the Buyer's possession of the Unit in accordance with Section /.3, whichever is applicable;

(c)

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(d)

charges for all utility connections and services supplied to the Unit, including water, telephone and electricity, commencing on the date of delivery or deemed delivery of the Unit to the Buyer in accordance

with Section 7.2;

(e)

dues and assessments duly levied and imposed by the Condominium Corporation commencing on the date of delivery or deemed delivery of the Unit to the Buyer in accordance with Section 7.2, or on the date of the Buyer's possession of the Unit in accordance with Section 7.3, whichever is applicable;
pro-rata share ofthe Buyer in the insurance premium procured by the Seller for the Project;

(D (g) (h)
5.2

costs and expenses

applicable); and

to be incurred in obtaining a credit life

insurance policy under Annex

A (if

other fees, charges, expenses and penalties which the Seller is entitled to as provided hereunder.

Any increase in the foregoing taxes, costs and expenses due to an upward adjustment in the applicable rates imposed by the relevant government agencies or private entities which shall be in effect at the time such taxes, costs and expenses shall be due or payable shall be for the account ofthe Buyer.
In the event the Seller has advanced any ofthe taxes or expenses under Section 5.1(c), (d) (e) or (f), including the amount of penalties in relation thereto, the Buyer hereby agrees to immediately reimburse the Seller upon the latter's demand for the purpose of fully complying with its obligations hereunder.
TRANSFER oIT TITLE AND OWNERSIIIP

5.3

6.

6.t

The Buyer understands and agrees that this Contract only gives the Buyer the right to purchase the Unit subject to the fulfillment of the conditions herein stated. No other right, title or ownership is vested upon the Buyer by the execution of this Contract. The Seller shall retain title and ownership of the Unit until the Buyer has fully paid all amounts due to the Seller.

6.2

Title to the Unit shall transfer to the Buyer upon full payment of the Purchase Price and all taxes, charges, fees and other amounts which are payable hereunder or which may have accrued thereon. Within thirry (30) days from such full payment, the Buyer shall execute a Deed of Absolute Sale; otherwise, the Seller shall have the sole option to unilaterally execute a Deed of Absolute Sale in favor of the Buyer, without need of prior notice to the
Buyer or obtaining the Buyer's conformity or consent.

6.3

The Seller shall thereafter cause to be registered at the Buyer's expense the Deed of Absolute Sale with the proper Registry of Deeds and shall deliver to the Buyer the condominium certificate of title covering the Unit upon the issuance thereof by the appropriate Registry of Deeds.

7.
7.1

Dur,tvEnv oF THE UNrr

The Seller shall allow the Buyer to take possession of the Unit for the purpose of occupying the same only after the completion of the Unit and the issuance of a written authority; provided, that (a) the Buyer shall have paid the Purchase Price in full, except as otherwise provided in Section 7.3, (b) the Buyer is in compliance with all the terms and conditions of this Contract and the Deed of Absolute Sale, and (c) the Unit has been delivered or is deemed delivered in accordance with Section 7.2. The Seller shall notifo the Buyer in writing that the Unit is ready for turn-over (the "Notice of Turn-Over") and inform the Buyer of the schedule for inspection of the Unit. The Buyer shall signiff his acceptance of the Unit by signing and delivering to the Seller a Certificate of Completion and/or Acceptance in the form prescribed by the Seller. After receipt of the Certificate of Completion and/or Acceptance, the Seller shall issue a written authority allowing the Buyer to occupy and possess the Unit. However, should the Buyer fail to make arrangements with the Seller for the inspection of the Unit within the period specified in the Notice of Turn-Over, or fail to be present on the date and time of a previously scheduled inspection, or unjustifiably refuses to accept the Unit, the delivery to the Buyer of the Notice of Tum-Over in accordance with Section 14.8 shall constitute constructive delivery of the Unit to the Buyer, and the Buyer shall be deemed to have constructively accepted the physical possession, occupancy and beneficial use ofthe Unit for all intents and purposes. The delivery to and acceptance by the Buyer of the Unit, whether actual or constructive, in the manner discussed above shall constitute the full and absolute acceptance by the Buyer of the Unit and shall have the following
effects: (a)

\
7.2

It shall be conclusive proof upon the Buyer that all the terms, conditions and specifications with respect to the Unit have been complied with by the Seller to the entire satisfaction of the Buyer;

(b)

All risk of

loss or damage to the Unit and all obligations, condominium dues, real property taxes and other assessments, insurance, and other expenses accruing on the Unit shall automatically be for the
account of the Buyer from the date of delivery; and

(c)

It

shall operate to discharge and relieve the Seller of any and all obligations, association dues, real property taxes and other assessments accruing on the Unit and from any responsibility, loss, damage or injury that may be caused to tfe Unit.

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The entry to and/or occupancy by the Buyer of the Unit or any portion thereof without the Certificate of
Completion and/or Acceptance and the Seller's written authority shall be deemed and shall have the same effect full and absolute acceptance by the Buyer of the Unit in accordance with the immediately preceding paragraph.
l.)
as

In the event that the Seller allows the Buyer in writing to take possession of the Unit for the purpose of occupying the same prior to the full payment of the Purchase Price, the following conditions shall become applicable: (a) the Buyer shall formally accept the Unit by signing the Certificate of Completion and/or Acceptance; (b) the Buyer shall hold the Seller free and harmless from any loss, damage or injury arising from or which may arise during or out of his use and occupancy of the Unit; (c) the Buyer shall be liable for the payment of all taxes, assessments, dues, charges and other fees accruing on the Unit (including those charged by the Condominium Corporation) as of the date of the Buyer's possession of the Unit; (d) the Buyer shall, at his expense, promptly make all necessary improvements on the Unit in order to preserve the same in good condition; (e) the Buyer shall cause the Unit to be insured at all times; and (f) the Buyer shall strictly and faithfully comply with the Deed Restrictions and all other conditions which the Seller may impose in connection herewith.

7.4

The Unit shall be delivered to the Buyer subject to the covenants and restrictions specified in the Deed
Restrictions which

will

be annotated on the corresponding certificate of title to the Unit as a lien thereon.

8.

PROJECT COMPLETION

The Seller shall endeavor to cause the delivery of the Unit to the Buyer by the estimated period of delivery specified in Annex A. In the event that the Seller's completion of the Project is unduly delayed beyond the estimated period of delivery set forth in Annex A due to fire, earthquake, other natural elements, acts of God, war, civil disturbance, government and economic controls, unforeseen site conditions or diffrculty in obtaining the necessary labor or materials for the Project, or due to any other cause beyond the Seller's control which makes the completion of the Project impossible, then the Seller may, at its option, extend the date of delivery of the Unit by giving written notice to the Buyer of such extension, or consider itself relieved of any obligation under this Contract. ln the latter case, the Seller shall reimburse the Buyer, without interest, for all amounts heretofore received from the latter, except for those amounts already paid to the government or third parties such as, but not limited to, brokers' commissions, value-added tax, and creditable withholding tax and, where applicable, return the Buyer's unused post-dated checks.
The amount to be reimbursed to the Buyer may be collected by the Buyer at the offtce of the Seller, unless the Buyer chooses to remit the amount to be refunded outside the Philippines, and in this case, the remittance of such amount shall be the sole responsibility of the Buyer. In any event, the Unit remains the property of the Seller.
9.

ExPRoPRIA-tIoN

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If at any time prior to the transfer of the condominium certificate of title to the Unit in the name of the Buyer, the government or any of its political subdivisions or instrumentalities, or any public company shall condemn or expropriate the Unit or the parcel(s) of land (or any portion thereof) on which the Project is constituted, the Seller shall have the full and absolute right to deal or negotiate with, receive the proceeds of expropriation from, or enter into a compromise with the expropriating or condemning authority, or resist or dispute such expropriation or condemnation. The Seller agrees that it shall refund to the Buyer a portion of the compensation for the Unit which the Seller shall have received from the expropriating and condemning authority for the Unit, based on the ratio between the portion ofthe Purchase Price paid by the Buyer and the total Purchase Price. Other than as aforesaid, the Buyer shall have no recourse against the Seller to recover any amount paid by the Buyer under this Contract by reason ofsuch expropriation or condemnation.
C0NDOMINIUN{C0RPORATION Pursuant to Section 30 of Presidential Decree No. 957, the Seller will organize, as the Buyer hereby authorizes the Seller to organize, the Condominium Corporation for the purpose of managing ceftain areas of the Project for the conunon use and benefit ofall residents ofthe Project and promoting and protecting their mutual interest. Upon the incorporation of the Condominium Corporation and the full payment by the Buyer of the Purchase Price and all amounts due under this Contract, the Buyer shall automatically become a member of the Condominium Corporation, shall pay to the latter all the dues and assessments duly Ievied and imposed by the Condominium Corporation, and shall comply with its Articles of Incorporation, By-Laws and rules and regulations. In the event that the Buyer takes possession of the Unit prior to full payment of the Purchase Price pursuant to Section 7 .3, the Seller shall, as registered owner of the Unit, remain as member of the Condominium Corporation and shall continue to exercise all the rights of a member, subject to the condition that the Buyer shall be responsible for the payment to the Condominium Corporation of all dues and assessments duly levied and imposed on the Unit and shall comply with its Arlicles of Incorporation, By-Laws and rules and regulations of the Condominium Corporation.

10.2

10.3

Until the Condominium Corporation is organized and functioning, all the rights, powers, and authority vested in it by the Deed Restrictions, unless other-wise prescribed by law, may be exercised, performed, and enforced by the
Seller.

l.

SELLER'S WenRaNTmS

The Seller shall assign to the Condominium Corporation, for the pro-rata benefit of all purchasers of units in the Project, all the warranties made in favor of the Seller by the architects, engineers, construction or project manager,

contractors and material suppliers employed

for the Project in connection with the plans, specifications,

construction materials, equipment or facilities used or installed in or for the Project to the extent provided for under pertinent laws.

12.

BUYER,S WARRANTIES

12.1

The Buyer warrants that the personal information which he has provided for the purpose of executing this Contract and the Deed ofAbsolute Sale (ifexecuted pursuant hereto) is true and correct as ofthe date hereofandthereof, and agrees to directly and personally inform the Seller in writing ofany changes in the Buyer's personal data such as but not limited to name, address and/or status. lt is understood that the Seller shall have the right to solely rely on the information provided by the Buyer. Correspondingly, the Seller shall not be held responsible for any error, non-communication or miscommunication in the personal information given by the Buyer. The Buyer also warrants that the funds used and to be used in purchasing the Unit was, has been and will be obtained through legitimate means and do not and will not constitute all or part of the proceeds of any unlawful activity under applicable laws. The Buyer hereby holds the Seller free and harmless from any incident, claim, action or liability arising from the Buyer's breach of warranties herein. In the event the Unit has been delivered to and occupied by the Buyer, the Buyer hereby undertakes to allow the representatives of the Seller or any public service or utility company to enter the Unit at reasonable hours of the day upon prior notice to the Buyer for the purpose of inspection, measurement, and./or relocation of necessary lines of water, gas, electric power, telephone and other public services, except in case of an emergency, in which case such prior notice shall not be required. Any inconvenience or disturbance thus caused shall not be a ground for the rescission of this Contract or the Deed of Absolute Sale or an action for damages. The Buyer understands and agrees that the architectural and floor plans ofthe Unit and/or Project may be revised by the Seller without the Buyer's prior consent. In view of the Seller's continuing commitment to enhance the Unit and/or Project, the Seller may make minor alterations or modifications in the area, shape and/or lay-out of the Unit or the Project without the need of prior notice to the Buyer. The Buyer waives any cause of action he may have against the Seller on account of such alterations or changes and hereby manifests that his consent and
approval to such alterations and changes are being given freely and ofhis own accord.

12.2

12.3

12.4

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The Buyer hereby agrees and gives his consent to the expansion of the Project and annexation of additional parcels of land, the construction of additional buildings or structures on such additional parcels not otherwise constituting part of the Project as of the date hereof, and any addition, alteration and/or modification of plans for the Project and/or the provisions of the Deed Restrictions as originally filed with and approved by the relevant government agencies having jurisdiction over the Project. It is agreed that such additions, alterations, and/or modifications shall in no way affect or void this Contract or the Deed of Absolute Sale or make the Seller accountable for any delay in the release of the certificate of title to the Unit as a consequence thereof. The Buyer
manifests that the consent and approval herein granted are being given freely and ofhis own accord.

12.5

The Buyer hereby undertakes not to cause the substitution of the object of this Contract without the prior written consent of the Seller; provided, that in the event the Seller consents to such substitution, all costs to effect such substitution, including but not limited to all taxes, costs and expenses arising out of or associated with the cancellation of the purchase by the Buyer of the Unit, the substitution thereof by the purchase of a new property, and the cancellation, amendment or supplement of this Contract (as the case may be), shall be for the account of
the Buyer.

I3.
l3.
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ASSIGNMENT

The Seller reserves the right to sell, cede, transfer, endorse, mortgage, or assign to any person or entity (the "Assignee") the obligations of the Buyer and the Seller's rights and interests in and to the Unit and to this Contract up to one hundred percent (100%) of the Seller's interests in the Unit and/or the Contract. In such case, the Seller shall be fully entitled to effect the sale, cession, transfer, endorsement, moftgage, or assignment of the title to the Unit, notes, checks, rights, actions, claims and/or receivables arising out of or as a consequence of this Contract. The Buyer hereby gives its express consent to any such sale, cession, transfer, endorsement, mortgage, or assignment and agrees that the Assignee shall assume all the rights of the Seller as stipulated in this Contract. For this purpose, the Buyer agrees to settle all his obligations under this Contract directly with the Assignee after being duly notified by the Seller of such sale, cession, transfer, endorsement, mortgage, or assignment to the Assignee. In the event that the Assignee is a bank or financial institution under the supervision of the Bangko Sentral ng Pilipinas, the Buyer understands and agrees that all laws governing the Assignee shall be applicable to the Buyer.
The Buyer shall not assign, cede, sell, lease, encumber, transfer or in any other manner dispose of its rights and obligations under this Contract without the prior written approval of the Seller. In the event that the Seller approves of such assignment, cession, sale, lease, encumbrance, transfer or disposition of rights and obligations hereunder, the Buyer agrees to the following conditions oftransfer: (a) all arrears, ifany, on this Contract should have been paid before any transfer ofrights and obligations is effected; (b) the Seller is entitledto charge and be paid a transfer fee as specified by the Seller at the time of such transfer of rights and obligations to cover the administrative expenses to effect such transfer; and (c) the Buyer shall be responsible for bearing any and all taxes (if any), costs and expenses arising from the transfer of his rights and obligations.

13.2

Any assignment, cession, sale, lease, encumbrance, transfer or disposition by the Buyer of his rights and obiigations hereunder without the prior wriften approval by the Seller shall be null and void and shall not be binding on the Seller.

13.3

Except in cases oftransfers by hereditary succession, the Buyer cannot effect the sale or transfer ofthe Unit to a third person without first securing a certification from the secretary of the Condominium Corporation that the propoied sale or transfer will not violate any law limiting the ownership of private land to Filipinos or to iorporations at least sixty percent (60%) (or such other applicable percentage as may be hereinafter required) of the capital of which is owned by Filipinos.
OTUNR TERMS AND CONDITIONS

14. l4.l

This Contract shall not be considered as changed, modified Qr altered by any acts oftolerance on the part ofthe Seller unless such change, modification or alteration is made in writing and signed by both parties to this Contract' This Contract, the Deed of Absolute Sale (if executed pursuant hereto), and all other documents executed in relation to or in connection with this transaction and which are expressly made an integral part hereof (including but not limited to the reservation agreement), shall constitute the entire agreement between the parties. The Annexes of this Contract are considered for all intents and purposes integral parts hereof. For the avoidance of

doubt, as used herein, the term "Contract to Sell" or "Contract" includes all Annexes referred to herein. References herein to Sections and Annexes are to sections of and annexes to this Contract, and include all provisions of the referenced section or annex. The Seller is not and shall not be bound by any stipulations, iepresentations, agreements or promises, oral or otherwise, not contained in this Contract and the Deed of Absolute Sale (ifexecuted pursuant hereto). In addition, this Contract supersedes all verbal representations which may have been made by the real estate broker (if any) to this transaction unless otherwise provided herein. In case of any discrepancy beiween this Contract and the reservation agreement executed between the Seller and the
Buyer, this Contract shall prevail.
Should either party resort to the courts ofjustice for the protection or enforcement of its rights under this Contract and the Deed ofAbsolute Sale (ifexecuted pursuant hereto), the defaulting parry agrees to pay the non-defaulting party, by way of attomey's fees, the amount equal to twenty percent (20%) of the amount claimed in the complaint but in no case less than P25,000.00, in addition to the costs and expenses of litigation, damages (whether actual or consequential) to which the non-defaulting parfy may be entitled under the law, and other expenses which the law the non-defaulting parry to recover from the defaulting party. The parties hereby agree to submit to the 1nuy "ntitl" jurisdiction of the proper court of Taguig City, Metro Manila. It is understood that upon execution hereof, the parties waive anY other venue.

l4.Z

14.3 14.4 14.5 14.6 l4j

If there are two (2) or more buyers under this Contract, the term "Buyer" as used herein shall collectively refer to all such p".ronr, and their obligations under this Contract shall be deemed contracted by them in a solidary
manner. The use of the masculine gender herein includes the feminine and neuter gender.
The broker/salesman, if any, who negotiated the sale hereof shall sign as one of the witnesses to this Contract and the Deed of Absolute Sale (if executed pursuant hereto). The provisions of Presidential Decree No. 957, where applicable, are deemed incorporated herein by reference.

In case of controversy in the interpretation of the plans and specifications or in the measurement of the Unit, the
interpretation ofthe Seller shall prevail.
and covenants herein shall extend to and be obligatory on the heirs, personal representatives, successors assigns (as the case may be) of the parties.

All

14.8 All notices, consents,

$
l4.g
14.10
14 .l

requests and demands to or upon the Buyer shall be in writing and delivered personally (including by courier), sent by electronic mail, facsimile transmission or by certified or registered mail, postage prepaid, to the Buyer's address stated in this Contract, or such other address as may hereinafter be conveyed by ih. Boy". to the Seller in writing in accordance with Section 12.1. Any such notice shall be deemed given when so delivered personally (including by courier), or if sent by electronic mail or facsimile transmission, when so transmitted, or if mailed, upon receipt, and the Seller shall not be held liable for any damages, costs, expenses or losses that may be incurred by the Buyer by reason of any delay or failure on his part to receive such notice personally.

[n case one or more of the provisions contained in this Contract shall be declared invalid, illegal or unenforceable in any respect by competent authority, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby'

This Contract may be executed in counterparts. One fully signed set of counterparts shall for all intents and purposes be considered a single document. This Contract shall be deemed to be executed on the date when both

ih. S"ll.. (acting through its authorized

representative) and the Buyer shall have affixed their respective signatures their liee and voluntary act and deed. to be the same and acknowledged hereto,

This Contract and the Deed of Absolute Sale (if executed pursuant hereto) shall be governed by Philippine laws'

IN WITNESS WHBREoF, the parties have hereunto signed these presents in the place and on the date hereinafter provided.

ARTHALAND CORPORATION
Seller By:

OLIVER
Attorney

CHAN
in - Fact

PATR

n';y"'

PORTO Fact

SIGNED IN THE PRESENCE OF:

Printed Name

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES

T'AGUrc CTTY
personally appeared:

S.S

I certify that on this date, before me, a notary public duly authorized in the city

named above to take acknowledgements,

Name

TIN

Competent Evidence
of Identity

Date and Place Issued

ArthaLand Corporation
By: Oliver L. Chan

004-4s0-721

SSS No. 03-9211531-5

228-403-0s3

DL No. N0l-98-224624 2 December 2009 Quezon City DL No. N01-97-216662 9 November 2009 Quezon City
PP No.

Patricia Ann S. Porto

207-661-892

Lorenzo Cancio Layug

255-097-9s8

E85743687

25 lune20l2 Manila

who are personally known to me and identified by me through competent evidence of identity to be the same persons
described in the foregoing instrument, who acknowledged before me that their respective signatures on the instrument were voluntarily affixed by them for the purposes stated therein, and who declared to me that they have executed the instrument as their free and voluntary act and deed and that they have the.authority to sign on behalfoftheir respective principals.

wrrNESS My HAND AND SEAL

this S.l0Vtt

g 20tf

Doc. No.

Lt56

No. Book NoPage

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ANNEX A
ADDITIoNAL TERMS AND CONDITIoNS FoR PURCHASE UNDERTHE IN-HousE FrNu',lcrNc PRocRAM

I.

PRoJECT NAME AND LOCATI0N

ARYA RESIDENCES, TOWER I McKinley Parkway, Bonifacio Global City, Taguig City, Metro Manila

.,

DESCRIPTIoN oF THE LoT AND UNIT

UnitNo.

:
:

2405
24th

Unit Unit Type

Location of

Floor

Approximate Floor Area Appurtenant Parking Slot/s

I Bedroom Executive
Sixty nine square meters (69sqm), more or less

Number Location

;
:

9l
Basement 3

3.
3.1

PURCHASE PRICE

ANn TnnITs OF PAYMENT

be

PURCHASE

Pnrcr: The Purchase Price of the Unit shall

PESOS:

EIGHT MILLION NINE HUNDRED TWELVE THOUSAND FOUR HUNDRED EIGHTY EIGHT AND 08/100 ONLY (Php 8,912,488.08)

which amount is exclusive of value added tax. ).2

amount of PESOS: FIFTY THOUSAND ONLY (Php 50,000.00) (the "Deposit") on as part of the downpayment specified in Paragraph 3.3.

DEroSIT: The Seller acknowledges to have received from the Buyer a non-interest bearing reservation deposit in the Mav 31, 2012, which will be applied

J.J

PAYMENT

Scnpoulr: of

3.3.1

DowNPAYMENT: The downpayment in the amount

PESOS:

FOUR HUNDRED FORTY FIVE THOUSAND SIX HUNDRED TWENTY FOUR AND

40/100 ONLY (Php 445,624.40) and the applicable value added tax shall be payable as follows:

Principal

Value Added Tax

Payable
Php 53,474.93

Total Amount
Payable
Php 499,099.33

Date Due

Less:

Php 445,624.40 Php 50.000.00 Php 395,624.40

PESOS:

3l

May 2012

3.3.2

BALANCE oF TIrE PURCHASB

Pnrcr:

The balance of the Purchase Price in the amount

of

EIGHT MILLION FOUR HUNDRED SIXTY SIX THOUSAND EIGHT HUNDRED SIXTY THREE AND 68/100 ONLY (Php 8,466,863.68)
in installments as follows:
Value-Added Tax & Other Charqes

and the

icable value added tax shall be

tt

Monthly Amortization 1st

2nd
3rd

4th 5th 6th 7th 8th 9th

r_0th

Princioal 33,928.57 33,928.57 33,928.57 33,928.57 475,000.00 33,928.57 33,928.57 33,928.57 33,928,57 33,928.57

4,071.43
4,O71.43 4,O7L,43
4,O71,.43

57,000.00
4,O7L.43

4,077.43 4,077.43 4,071.43

4,O7L.43

1th 12th L3th 14th 15th 16th

1

475,000.00
33,928.57 33,928.57 33,928.57 33,928.57 33,928.57 7,041,,963.69

57,000.00
4,O77.43

4,071.43
4,O71,.43

4,O7L.43

4,O7t.43
265,26L.44
845,O23.64

Total Amount 38,000.00 38,000.00 38,000.00 38,000.00 532,000.00 38,000.00 38,000.00 38,000.00 38,000.00 38,000.00 532,000.00 38,000.00 38,000.00 38,000.00 38,000.00 38,000.00 265,26L.44 7,886,887.32

Due Date

3L-Jul72
3L-Aue-L2
30-Sep-12

31-Oct-12 30-Nov-12
31.-Dec-12
31-Jan-1"3

28-Feb-13

31-Mar-13
30-Apr-13

31-Mav-13
30-Jun-13

31{ul-13
31--Aug-13

30-Sep-13 31-Oct-13 30-Nov-13 30-Nov-13

Other Charees
17rh

-//'

/: ./