CONTRACT TO SELL

BUILDING: EXCHANGE REGENCY RESIDENCE HOTEL

CONTRACT NO: 43
BUYER’S NAME: FERDINAND ROMUALDEZ
UNIT NO: 5A
PARKING: 3B

KNOWN ALL MEN BY THESE PRESENTS:

This Contract made and entered into this 27th day of August at Exchange
Regency Main Office, Meralco Ave, Pasig City, Philippines, by and between:

NOBLELAND VENTURES INC., a corporation duly organized and existing under

and by virtue of the laws of the Philippines, with principal address at No. 8 Exchange
Road Meralco Ave, Pasig City, represented in this act by its President, Mr. Chan S. Yu,
hereinafter referred to as “SELLER”;

-and-

Jerry Bartolome and Carol Diokno, of legal age, both Filipino citizen with
residence and postal address at 13 Malolos Rd. San Fernando, Pasig City, hereinafter
referred to as “BUYERS”;

WITNESSET: that

WHEREAS, the SELLER is setting up a condominium project in accordance

with Republic Act. No. 4726, otherwise known as the “Condominium Act”, denominated
as Exchange Regency Residence Hotel (hereinafter referred to as (“PROJECT”), at
Exchange Road Corner Meralco Ave, Pasig City.

WHEREAS, to carry out this intent to set up a condominium, on the above

described parcel of land, a “MASTER DEED” with “Declaration of Restrictions”
(hereinafter referred to as “Master Deed”) will be executed by the SELLER and will be
registered in the Registry of Deeds of Pasig City, Philippines;
 WHEREAS, pursuant to the said Master Deed, SELLER shall recognize a
condominium corporation to handle and to hold title to all common areas, including the
lands of the project:

WHEREAS, the BUYERS has read the Master Deed and has examined the
plans and specifications of the project set forth in said Master Deed and is desirous of
purchasing from the SELLER unit of the project hereinafter designated;

NOW THEREFORE, in consideration of the premises, and the payment of the

purchase price herein below specified the SELLER hereby agree to sell unto the
BUYER and the BUYERS hereby agrees to purchase from the SELLER the
condominium unit herein after described the terms and conditions hereinafter set forth,
to wit:

1. THE UNIT PURCHASED A. The unit subject of this CONTRACT is more

particularly described as follows:

BUILDING : EXCHANGE REGENCY RESIDENCE HOTEL

UNIT NO : Unit 5A
FLOOR AREA : 50 SQM
PARKING NO : 3B

B. The unit sold herein is being sold at the lump sum price hereunder
stipulated and any discrepancy within ten percent (10%) on the area in the CONTRACT
or in the brochures and/or price list for the project as against the area of the unit upon
approval of the plans and specifications by HLURB or when completed shall not serve
to increase or decrease the lump sum price herein stipulated.

C. The unit herein purchased shall be used exclusively for residential and cannot
be converted to any other purpose without amending the Master Deed and the
Declaration of Restrictions for the condominium project.

D. The unit shall be turned over finished but unfurnished. Any furniture,
equipment or accessories appearing on the plans are for illustrations purposes only and
are not included in the sale. In the event that the BUYERS effects changes on the
standard finishing of the said unit, a cash bond of 30% of the total renovated cost will be
required to ensure the strict compliance of the BUYERS with the SELLER’S Rules and
Regulations. The said bond will be returned to the BUYERS upon completion of
furnishing works minus any penalties or charges that may have accrued against the
BUYERS.

E. The BUYERS has examined the unit thereon including the plans and
specifications for the condominium project prepared by the SELLER to their
satisfactions and the complete plan of which is available at the Municipal Engineers,
Housing and Land Use Regulatory Board (HLURB) and Developers Offices and are
made integral parts hereof. The BUYERS should report within ten (10) days from turn-
over of said unit any defects for proper remedy, repair or assistance from the SELLER
otherwise, failure to do so shall be deemed as unqualified and unconditional acceptance
of the unit and shall constitute a bar for future complaint or action.

F. At the request of the BUYERS, the SELLER may, but is not obliged, to make
such modification on the plans and specifications of the unit herein purchase, provided
such modification will not violate any of the proposed restrictions under the MASTER
DEED, will not alter the general concept and scheme of the PROJECT and will not
substantially interfere with or diminish the practical enjoyment and use by other unit
owner/s or purchaser/s of their own units or the common areas. The BUYERS shall pay
only for any additional costs incurred by the SELLER. Furthermore, the period for
completion and delivery of the unit herein purchased shall be extended by additional
period necessary to carry out such modifications.

G. The BUYERS hereby consents to any modification/s on any common area or

on other unit/s of the PROJECTS which the SELLER may agree to with any other
buyer/s of unit/s in the PROJECTS or may otherwise approve or authorize upon
BUYER’S request, provided such modifications comply with the conditions stated in the
immediately preceding paragraph.

2. PURCHASE PRICE AND TERMS OF PAYMENT

A. The lump sum purchase price of the unit subject to the CONTRACT is SIX
MILLION PESOS (PHP 6,000,000.00) Philippine Currency exclusive of interest and
shall be paid as follows:

i. For CASH BUYERS shall as per attached Intent to BUY and made an integral
part of this CONTRACT. ii For DEFERRED CASH BUYERS shall As per attached Intent
to Buy, duly signed by both parties, and made an integral part of this CONTRACT.
 iii SELLER shall at its options, require during the life of this Contract, that the
aforesaid obligation, or options thereof, be evidenced by post dated checks to be issued
by the BUYERS to the SELLER.

iv All payment shall be made on or before their respective due dates without the
necessity of any demand therefore, and failure to make any such payments on time
shall entitle the SELLER to charge the proper interest based on the purchased price
thereon at two (2) percent per month without prejudice to other remedies available to
SELLER.

3. TITLE AND OWNERSHIP OF THE UNIT

A. The SELLER shall execute a DEED OF ABSOLUTE SALE conveying to the

BUYERS the absolute ownership, title, right and interest to the subject unit upon
fulfillment of the following obligations:

i. Payment of the balance of the purchase price and all interest and penalties
that may have accrued thereto.

ii All other obligations such as three (3) months condominium dues, electric and
water deposits, documentations fees etc. should be paid by the BUYERS to the
SELLER as miscellaneous expenses on first year or prior to move-in whichever come
first.

iii. The BUYERS shall have the right to occupy the unit herein purchased upon
payment to ONE HUNDRED PERCENT (100%) of the purchase price and / or the
issuance of the corresponding post dated checks covering the remainder of the
Contract price.

B. The title, right and interest so conveyed shall be subject to the provisions of
the Condominium Act, the Master Deed the Articles of Incorporation and By-Laws of the
Condominium Corporation, zoning regulations or such other restrictions on the use of
the property as may be imposed by government and other authorities having jurisdiction
thereon and such other restriction and easement of record and the BUYERS hereby
agrees to be bound thereby.
 C. The documentary stamp, registration fee, tax on real property transfer, and
other necessary expenses connected with the execution and the registration of Deed of
Absolute Sale as well as the transfer and issuance of the corresponding Condominium
Certificate of title, if any, shall be for the account of the BUYERS. Capital Gains Tax will
be shoulder by the SELLER.

4. Construction Schedule - The units herein purchased shall be completed on or

about 24 months. Should the SELLER be delayed in the construction or completion of
unit(s) herein purchased, the SELLER shall be allowed additional time within which to
finish the construction required. In the event of delays, due to fire earthquake, storms,
floods and any other element, acts of GOD, war, civil disturbances, government
insurrections, coup d etat, riots strikes, and economic controls among others making it
impossible or difficult to obtain the necessary materials, and other causes and
conditions beyond the control of the SELLER, which render the completion of the
PROJECT within the stipulated period impossible, then the SELLER may consider itself
relieved from any obligations under the Contract, provided that should any such amount
received by the SELLER have been released to the BUYERS, lending bank or financial
institution mentioned in paragraph 2.A.iii. above, such corresponding amount shall be
refunded by the SELLER to the BUYERS, bank or financial institution concerned.

5. DELIVERY ---- Upon completion of the Unit(s), the SELLER shall so notify the
BUYER in writing. The delivery of such notice shall mean acceptance of the unit.
Immediately thereafter, the risk of loss or damage shall be for the account of the
BUYERS.

6. ASSESSMENTS AND EXPENSES

A. Real estate taxes for the year during which the unit is delivered to the
BUYERS shall be pro-rated between the SELLER and the BUYERS such that the latter
will be liable only for his pro-date share of the taxes corresponding to the period from
date of delivery to the end of the year. Real estate tax and assessment not remitted or
paid on due date shall bear a penalty of 2% per month or a fraction of a month.

B. The SELLER is hereby authorized to procure insurance on the condominium

projects as it may deem necessary for the building. The premium for such insurance
coverage shall be assessed against all unit purchasers in accordance with the By-Laws
of the Condominium Corporation to be organized, the Master Deed and/or rules and
regulations that may be adopted by the SELLER.
 C. Association dues which shall include expenses for maintenance of generators,
pump/tanks, elevator, transformers and other similar items, electrical and water
consumption, security, condominium administration, messengerial and janitorial and
collection/ legal/ accounting services/insurance and the like shall be due and payable
every 5th day of the month without need of any notice of demand. Association dues not
remitted or paid on due dates shall bear a penalty of 2% per month or a fraction
therefore. Association dues begin to be paid by the BUYERS upon possession of the
unit(s) or upon turnover of the Unit to the BUYERS. If the BUYERS or his authorized
representative unreasonably refuses to accept the turnover, then the association dues
start to accrue upon notice of the turnover.

7. DEFAULT

A. All payment shall be made on or before their respective due dates without the
prior necessity of any demand, therefore, and failure to make any such payment on time
shall entitle the SELLER to charge penalty plus interest of 2% per month with a fraction
counted as one month, without prejudice to other remedies available to SELLER.

B. If the BUYERS fails to pay the installments due, together with the penalty,
interest and taxes and assessments, thereon, if any, as provided for in this Contract
then without need to resort to judicial action this Contract shall automatically be
considered Null and Void (30) days after service by the SELLER to the BUYERS of the
notarized NOTICE OF CANCELLATION.

In which event, any and all of the sums of money paid under this Contract
together with all the right sand interest to all the improvements made on the premises
shall be considered as liquidated damages, and forfeited for the account of the
SELLER. The BUYERS may however, remove at his own expense all furniture and
appliances place or introduced by him (but not fixtures where removal will cause
damage to the Unit) in the purchased; otherwise the same shall form part of and be
considered attached to the unit and shall become property of the SELLER without any
obligation on the part of the latter to indemnify the BUYERS for the cost or value
thereof. The sending of such notarized NOTICE OF CANCELLATION by registered mail
to the BUYER’S above address shall be deemed sufficient service thereof for the
purpose irrespective of whether or not it was received by the BUYERS.
 C. In case of cancellation of this Contract for non-payment in accordance with
section 7.B hereof, the SELLER is entitled to make immediate possession of the unit
together with the improvements thereon and should the BUYERS be in possession
thereof, the BUYERS shall become a mere intrude or unlawful detainer of the same,
without any further right, title or interest, claims or any kind and character to said unit
improvements thereon to any other person in the same manner as if this Contract had
never executed or entered into.

D. Should the BUYERS default in the performance of any terms and conditions of
the CONTRACT, the SELLER shall be entitled to any of the following alternatives: (i)
consider the Contract as null and void and without effect, (ii) retain reasonable amount
to defray cost of expenses from the advances made, (iii) fulfillment of the Contract.

E. Should the SELLER be forced to resort to the courts to protect its right and to
seek readiness for its grievances under this CONTRACT the BUYERS shall pay the
SELLER by way of attorney’s fees a sum equivalent to Twenty Five (25%) percent of
the amount involved but in no case less than FIVE THOUSAND (5,000.00) PESOS if
with Regional Trial Courts, or THIRTY THOUSAND (P30,000.00) PESOS if either with
the Court of Appeals or the Supreme Court, and in addition, the costs and expenses of
litigation and the damages, actual or consequential to which the SELLER may be
entitled by law. The attorney’s fees herein provided should be independent of the
liquidated damages herein above provided in this Contract. Furthermore, nothing in this
paragraph shall be construed as in any way amending the automatic cancellation herein
above provided.

8. ASSIGNMENT

A. By mere notice to the BUYERS and without necessity of BUYER’S consent ,

the SELLER has the right to sell, assign, or transfer to one or more purchasers,
assignees, or transferees, absolutely or conditionally, its rights and interest under the
CONTRACT, the promissory notes to be issued pursuant hereto, and/or the unit
provided, that such purchase, assignee or transferee expressly binds himself to honor
the terms and conditions of the CONTRACT with respect to the BUYERS herein.

B. The BUYERS cannot sell, cede, encumber, transfer assign, or in any other
manner dispose of his/her/its rights and obligations under this CONTRACT without the
prior written consent of the SELLER or its assign hereto, except;
 C. When the Contract price has been fully paid and provided that if there are
taxes due as a result of the transfer such taxes shall be for the account of the BUYERS;
or

D. When during the grace period provided for Section 7.A, the BUYERS sells or
assigns his her rights & interest over the subject unit to another person or entity
before actual cancellation of the CONTRACT.

9. EFFECTIVITY

This CONTRACT TO SELL shall take effect three (3) months from its due
execution thereof.

IN WITNESS WHEREOF, the PARTIES hereto have signed this CONTRACT TO

SELL on the date place first above-written.

NOBLELAND VENTURES INC. (SELLER)

By:

Mr. Chan S. Yu

BUYER:

Jerry Bartolome Carol Diokno

Signed In the Presence of:

Jimboy Sambo Kate Bugalbot

 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

CITY OF MAKATI ) S.S.

BEFORE ME, a Notary Public in the City of Pasig, personally appeared:

Carol Diokno with Community Tax Certificate No. 98076525 issued at Pasig City on
August 20, 2019. Passport No. P67980096A

Jerry Bartolome with Community Tax Certificate No. 08745367 issued at Pasig City on
August 20, 2019. Passport No. P34231121B

Mr. Chan S. Yu with Community Tax Certificate No. 15437859 issued at Pasig City on
August 22, 2019. Passport No. P67453298A

known to me and to me known to be the same persons who executed the foregoing
Deed of Absolute Sale and acknowledged to me that the same is their free and
voluntary act and deed.

I HEREBY CERTIFY that this instrument which consists of ten (10) pages, including this
page whereon this Acknowledgement is written, have been signed by the parties and
their instrumental witnesses on the appropriate spaces on page eight (8) and on the left
margin of the other pages, and refers to the Contract to Sell covering one condominium
unit located at the 5th Floor, Exchange Regency Residence Hotel, Exchange Road
coner Meralco Ave, Pasig City, Philippines and covered by Condominium Contracr No.
43.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my

notarial seal on this day, year and place first above-written.

ATTY. PEDRO B. DELA CUESTA

Notary Public
Commission No. M-63 until December 31,2020
PTR No. 1234567: January 1, 2019, Pasig City
IBP Lifetime No. 015311, Pasi City
 Roll of Attorney No. 21312
MCE Employee No. V-0015405,
Brgy. San Antonio, Pasig City

Doc. No. 265;

Page No. 53;
Book No. IV;
Series of 2019.