CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This contract to sell made and executed on this ____ day of

____________________, 20_____ at Quezon City, Philippines by and between:

NEST BUILDERS & DEVELOPMENT CORPORATION., a

corporation duly organized and existing under and by virtue of the laws
of the Republic of the Philippines, with principal office at No. 8 Dinar
Street, Jem 9 Subdivision, Tandang Sora, Quezon City represented herein
by its President and Chairman of the Board, NESTOR S. LEAL,
hereinafter referred to as the SELLER.

- and -

______________________________________, of legal age, Filipino

citizen, with address at
_______________________________________________________________
________________________________________, hereinafter referred to as
the BUYER.

WITNESSETH

WHEREAS, the SELLER is the OWNER/DEVELOPER of DIONISIO ROYALE

EXECUTIVE HOMES located at No. 38 Beethoven St., Brgy. Sauyo, Tandang Sora,
Quezon City;

WHEREAS, the BUYER has agreed to purchase from the SELLER, and the
SELLER has agreed to sell to the BUYER, the unit consisting of a lot and the house built
or to be built thereon, which is more particularly described below (the “UNIT”), for the
price and under such terms and conditions stipulated herein.

NOW, THEREFORE, for and in consideration of the foregoing premises and of

the other covenants herein contained, the SELLER hereby cedes, transfers and conveys,
by way of CONTRACT TO SELL unto the BUYER, his or her heirs, successors or
assigns, the “UNIT” herein described below, subject to the following terms and
conditions:

I
DESCRIPTION OF THE UNIT

UNIT LOCATION: Located at No. 38 Beethoven Street, Barangay Sauyo,

Tandang Sora, Quezon City, Philippines.

DESCRIPTION: Lot No. _____, Block No _____, as shown in the Lot Plan
attached hereto as “Annex A”, and covered by Transfer Certificate of Title No.
__________ of the Registry of Deeds for Quezon City.

HOUSE : Substantially corresponds with Model _____. Constructed in

accordance with the approved plans and specifications shown to the BUYER and/or
his representative, a copy of which is hereto attached as “Annex B” hereof.

FACILITIES : The Unit is part of the subdivision and housing development

project duly registered with the Housing and Land Use Regulatory Board (HLURB) of
the Philippine Government which accordingly has passed upon the adequacy, per the

DREH08
 2

HLURB requirements and standards, of the basic infrastructures and facilities in the
subdivision, such as: roads, water, electricity, drainage and sewerage disposal.

II
PRICE AND PAYMENT

2.1 The selling price for the unit shall be _________________________________

___________________________________________________ (P_________) (the
“Selling Price” VAT INCLUDED), and shall be payable, as follows:

(1) The sum of _________________________________________________

(P______________) representing thirty (30%) per cent of the Selling
Price, has heretofore been agreed to be paid by the BUYER to the
SELLER.

(2) The balance of the Selling Price, together with the interest thereon,
shall be paid on _____ successive monthly installments, to be due
and payable without necessity of demand on or before the first day
of each month beginning on the month next succeeding delivery by
the SELLER to the BUYER of the Certificate of House Turnover
referred to in Section 4.1 hereof. The interest shall be due on the
balance of the Selling Price for the first amortization year shall be
fixed at the rate of _____ (___%) per cent per annum, and each of
the succeeding amortization year thereafter shall be at such rate
which will be determined and fixed by the SELLER, within thirty
(30) days prior to the commencement of each amortization year, to
be then prevailing rate of interest on housing loans. The monthly
installment to be paid by the BUYER to the SELLER for the first
amortization year shall be in the amount of
_____________________________
_______________________________ (P______________). Monthly
installment for each succeeding amortization year shall be fixed by
the SELLER taking into accounts the applicable interest rate for
such year, and communicated to the BUYER prior for the
commencement of the amortization year.

2.2 The BUYER shall pay and remit to the SELLER, in addition to the Selling Price,
the settlement/miscellaneous charges set forth in “Annex C” (the Miscellaneous
Charges) in accordance with the schedule set forth herein.

2.3 The SELLER may increase the Selling Price but only in the event an
extraordinary inflation or devaluation of the Philippine Peso supervenes, a
provided for in Sec. 1250 of the Civil Code of the Philippines, and only to the
extent necessitated by an increase in development and construction costs
resulting from such extraordinary inflation or devaluation. The SELLER shall
notify the BUYER of the increase in Selling Price in due course and fifteen (15)
days from the receipt of the relevant notice, to rescind the contract.

III
TRANSFER OF TITLE

3.1 The SELLER shall execute or cause the execution of a Deed of Absolute Sale in
favor of the BUYER, thereby conveying all its rights, interest and Title to the
Unit, as soon as the following shall have been accomplished:

DREH08
 3

(1) Payment in full of the Selling Price and the Settlement or

Miscellaneous Charges, as well as of all advances whatsoever
which may have been made by the SELLER for the account of the
BUYER; and

(2) Completion of the construction of the unit, and provided that the
BUYER is not in breach or violation of any provision of this
contract.

3.2 The SELLER may, at the request of the BUYER assist the latter in securing the
registration with the proper Registry of Deeds of the Transfer of Title to the Unit
to the name of the BUYER and the release of the corresponding Transfer
Certificate of Title in the name of the BUYER.

3.3 The title, rights and interest to be thus conveyed to the BUYER shall be subject to
the provisions of the Deed of Restrictions and condition of sale attached hereto as
“Annex D” hereof (the Deed of Restrictions), the Articles of Incorporation and By
Laws of NEST BUILDERS & DEVELOPMENT CORP., zoning regulations or
such other restrictions on the use of property as may be imposed by the
government and other authorities having jurisdiction thereon, and such other
restrictions and easements of record, and the BUYER hereby agrees to be bound
thereby.

3.4 The documentary stamps tax, transfer tax, registration fees and other expenses
connected with this contract, the aforementioned Deed of Absolute Sale, and the
issuance of the corresponding Transfer Certificate of Title for the Unit shall be for
the account of and for, paid by, the BUYER.

IV
UNIT OCCUPANCY

4.1 If the BUYER is not otherwise in default under any provision of this Contract,
the possession of the Unit shall be delivered by the SELLER to the BUYER
within a reasonable period of time from the date of the completion of the
construction of the house forming part of the Unit. The SELLER shall deliver to
the BUYER at his abovementioned address or at the site of the Unit, a Certificate
of House Turnover and the keys to the Unit, (such date of delivery of the
Certificate of House Turnover, whether or not it is the actual date of
commencement of occupancy of the Unit by the BUYER, is for the purposes of
this Contract, and is hereinafter referred to as, “Delivery Date”).

4.2 If the BUYER moves in to the Unit without the corresponding Certificate of
House Turnover having been delivered to him, such moving-in shall be deem as
unconditional acceptance of delivery of the Unit by the BUYER, and BUYER
shall be deemed to have moved-in to the Unit as soon as he, or any party
authorized by him, has commenced the occupancy thereof or placed any
furniture, appliance or any personal or other belonging therein.

4.3 From and after the Delivery Date, whether or not the Title to/or possession of
the Unit has been transferred to the BUYER, the BUYER in the place of the
SELLER shall observe all the conditions and restrictions, and shall be liable for
all risks of loss or damage to the Unit, charges and fees for utilities and services,
taxes and other obligations and assessments appertaining to the Unit pursuant to
the Deed of Restrictions, and the Articles of Incorporation and By-Laws of the
Homeowners Association.

DREH08
 4

V
CONSTRUCTION SCHEDULE

5.1 The SELLER undertakes and commits that, unless prevented by force majeure, it
shall complete the construction of the Unit, make the same physically habitable
and usable and ready for occupancy for residential purposes with all necessary
and customary utilities extended to it, in approximately six (6) months from the
date of the execution of this Contract. For purposes of determining the
SELLER’s due compliance with its aforementioned obligation, the Unit shall be
deemed “complete, physically habitable and usable and ready for occupancy for
residential purposes” when the same shall have been determined to be such by
the building official of Quezon City and an occupancy permit shall have been
issued by the said official, regardless of the BUYER’s acceptance or non-
acceptance of the Unit. The term “force majeure” as used herein includes, but is
not limited to, any act of GOD, strikes, lockouts or other industrial disturbances,
serious civil disturbance, unavoidable accidents, blowouts, acts of public enemy,
war blockade, public riot, fire, flood explosion, governmental or municipal
restraint, court or administrative injunctions or other administrative orders
stopping or interfering with the work progress, shortage or unavailability of
equipment, materials or labor or restriction thereof or limitations upon the use
thereof, delays in transportation, acts of third person(s), and or any other
condition, event, cause, or reason reasonably beyond the control of the SELLER.

5.2 Should the SELLER be delayed in the construction or completion of the Unit due
to any majeure, the SELLER shall be entitled to such additional period(s) of time
sufficient to enable the SELLER to complete the construction of the same, but in
any event subject to the provisions of Sec. 5.1 hereof.

5.3 The BUYER expressly agrees and accepts that the failure of the SELLER to
complete the Unit within the said six-month period shall not be a ground for the
BUYER to rescind or cancel this Contract.

5.4 If the Lot being sold under this contract is not currently improved with a
residential building, the SELLER hereby agrees to complete the construction of
the residential building and is deemed complete when it is physically habitable
and usable for the purpose for which was purchased, ready for occupancy with
all the utilities connected.

A. Notwithstanding the foregoing, the SELLER may extend the

performance of completion of such construction beyond the above
stated six (6) months building period for reason not within the
SELLER’s control, due to acts of GOD, extraordinary conditions of
weather, casualty loss during the construction period (such as fire
or other destruction), unforeseen material shortages, civil unrest, or
labor strikes or disruptions.
VI
SELLER’S RIGHT TO MAKE ALTERATIONS, REPAIRS,
ADDITIONS OR OMISSIONS BEFORE DELIVERY

The SELLER reserves the right, at any time before Delivery Date, to make any
alteration, repair, addition or omission, as it may deem necessary, on the LEGACY
project or the Unit (provided that the Unit when completed shall substantially conform
with the description set forth in Section I hereof), and said alteration, addition or
omission shall in no way affect or render void this Contract.

VII
MEMBERSHIP IN THE HOMEOWNER’S ASSOCIATION

DREH08
 5

7.1 The BUYER shall, as of the Delivery Date, automatically become a member of the
DIONISIO ROYALE EXECUTIVE HOMES which shall be tasked with and
responsible for, among others, the maintenance of the common facilities and
services for the DIONISIO ROYALE EXECUTIVE HOMES residents. He shall
pay the homeowners monthly dues as may be fixed by the Board of Trustees of
the association.

7.2 Homeowners Association dues shall constitute a lien on the Unit superior to all
other liens and encumbrances, save as otherwise provided in this Contract and in
any applicable law.

VIII
COMPLIANCE WITH RESTRICTIONS AND COMMUNITY OBLIGATIONS

The BUYER shall comply with the restrictions on the property imposed by the
SELLER, as well as the obligations attaching to ownership of a __________ unit and it
communal increments, whether or not specified in the Deed of Restrictions.

IX
BUYER’S DEFAULT

9.1 Should the BUYER fail for any reason to pay any installment(s) due, together
with any interest thereon as provided in this Contract, the rights and obligations
of the parties shall be, as follows:

A. If the BUYER is in default in any installment due in accordance

with Sec. II hereof such default occurs when less than two (2) years
of installments have been paid, the BUYER shall be entitled to a
grace period of sixty (60) days to make the necessary payment
without any penalty, provided, however, that the BUYER shall
avail of such grace period only once during the entire term of the
Contract. Upon failure of the BUYER to update all outstanding
installment within the said grace period, or if he shall have
previously availed of such grace period, upon failure of the BUYER
to pay any installment as and when the same falls due, the SELLER
shall have the right, exercisable at its own absolute discretion: [i] to
charge the BUYER a late payment charge at the rate of three (3%)
percent per month, based in the total amount due and payable,
computed from the due date of each installment: and/or [ii] to
cancel or rescind this contract, such cancellation and rescission to
take effect thirty (30) days from receipt by the BUYER of the notice
of cancellation or demand for rescission, by a notarial act. In case
of cancellation of this Contract, the total installments paid on the
Selling Price shall be forfeited in favor of the SELLER which shall
be considered as rentals paid for the use and occupation of the
aforementioned unit which shall then be considered as liquidated
damages suffered by the failure of the BUYER to fulfill his or her
part of this agreement and the consequent delay suffered by the
SELLER in disposing the said unit. The BUYER hereby renounces
his or her right to demand or reclaim the return of the unit and
further obligates himself or herself to peacefully vacate the
premises and shall deliver possession of the unit to the SELLER
without need of further demand.

DREH08
 6

Furthermore, the BUYER shall also be liable to pay the total

amount of interests, advances and late payment charges due and
unpaid to the SELLER, as well as unpaid taxes, assessments, and
association fees due to the Homeowner’s Association. The SELLER
shall have no liability whatsoever to the BUYER in case of
cancellation.

B. If the BUYER fails to pay any installment in accordance with Sec. II

hereof and such default occurs when at least two (2) years of
installments have been paid, the BUYER shall be entitled to a grace
period, equivalent to thirty (30) calendar days for every completed
year of installments paid counted from and after the due date of the
unpaid installment, the necessary payment without penalty,
provided however, that the right to avail of such grace period shall
be exercised by the BUYER only once in every five (5) years period
of the term of this Contract. Upon failure of the BUYER to update
all the installment due within such grace period or if the BUYER
fails to pay an installment on due thereof when he has previously
availed of the said grace period within the given five (5) years
period of the term of this Contract, the SELLER shall have the right,
exercisable at its own absolute discretion. [i] to charge the BUYER
a late payment charge at the rate of three (3%) percent per month,
based on the total amount due and payable, computed from the
due date of each installment; and/or [ii] to cancel or rescind this
Contract after thirty (30) days from receipt by the BUYER of the
notice of cancellation or demand for rescission, by notarial act. In
case of cancellation of this Contract, fifty (50%) percent of the total
installments paid shall be forfeited in favor of the SELLER which
shall be reduced by an additional five (5%) percent for every
additional completed year of installments, but the amount to be
thus forfeited in favor of the SELLER shall not, in any event, be less
than ten (10%) percent of the total installment paid.

Furthermore, the BUYER shall be liable to pay the total amount of

interest, advances and late payment charges due and unpaid to the
SELLER as well as unpaid taxes assessment, and association fees
due to the Homeowners Association. All of which may be
deducted by the SELLER from the balance of the amount paid by
the BUYER after deducting the forfeited amount mentioned above.
In case of cancellation, the SELLER shall have no liability
whatsoever to the BUYER, except to return the balance of the
installment payments computed in accordance with the foregoing,
without interest.

9.2 Notice to the BUYER mailed at his address as provided hereinabove shall be
considered as sufficient compliance with the above requirements for purposes of
this Contract.

X
OTHER BREACH BY BUYER

Except from non-payment of installments due which is governed by the

provisions of Sec. IX hereof, it is herein expressly agreed that upon violation by the
BUYER of any of the covenants, terms and conditions contained in this Contract, the
Deed of Restrictions, and the Articles and By-Laws of the DIONISIO ROYALE
HOMEOWNERS ASSOCIATION, then the SELLER shall have the right without need
of legal or court action to cancel or terminate this Contract upon written notice to the

DREH08
 7

BUYER, and the SELLER shall be entitled to exercise the rights stipulated in Sec. IX
hereof with respect to the forfeiture of installments paid by the BUYER. Additionally,
the BUYER shall be liable to pay the total amount of interests, advances and late
payment charges then due and unpaid to the SELLER, as well as unpaid taxes,
assessments, and association fees due to the Homeowners Association, all of which may
be deducted by the SELLER from the amount to be returned to the BUYER as
aforementioned.

XI
BUYER’S OBLIGATIONS IN CASE OF TERMINATION

11.1 Should this Contract be terminated, cancelled or rescinded in accordance with

the penal provisions hereof, the BUYER shall remove, at his own expense and
within a period of such cancellation or rescission, all furniture’s and fixtures
placed or introduced by the BUYER on the Unit, otherwise the SELLER may, at
its own option ad subject to the provisions of the next succeeding paragraph,
cause the removal of the same at the expense of the BUYER.

11.2 The SELLER is hereby granted possessor lien on all furniture’s and fixtures to be
placed or introduced by the BUYER on the Unit to secure the latter’s obligations
top the SELLER under this Contract. Should this Contract be terminated,
cancelled or rescinded in accordance with the penal provision hereof, and at the
time of such termination, cancellation or rescission there are amounts due and
owing from the BUYER to the SELLER, the SELLER shall have the right to retain
possession of said furniture’s and fixtures until such time as the BUYER shall
have paid said amount in full, and if the BUYER fails or refuses to pay such
amount’s within a reasonable period of time, the SELLER may sell the retained
furniture’s and fixtures and apply the proceeds thereof to the BUYER’s unpaid
obligations.

XII
OTHER REMEDIES/RELIEFS OF SELLER

It is understood that the obligation of the BUYER under this Contract (whether
or not involving money, remedies or penalties against such BUYER) shall not limit or
exclude any obligation of, remedies or penalties against, the BUYER under the Deed of
Restrictions, the Articles of Incorporation and By-Laws of the Homeowners Association
and existing laws.

XIII
INSURANCE

The SELLER shall have the house forming part of the Unit insured against loss
and/or damage by fire and lightning. The BUYER likewise agrees to be covered by a
credit redemption insurance during the term of this Contract. Premiums said insurance
coverage shall be for the account of the BUYER and shall be paid annually in advance.

XIV
ASSIGNMENTS BY SELLER

The SELLER expressly reserves the right to assign this Contract and all rights or
obligations arising by virtue hereof to any third person without requiring the consent of
the BUYER who shall be notified of the assignment.

DREH08
 8

XV
SELLER’S CONSENT TO TRANSFERS

The BUYER shall not transfer or assign to any third person any rights or
obligations under this Contract except upon notice to, and with the consent in writing
of, the SELLER, it is being understood that this Contract is being executed on the basis
of the personal circumstances and representations of the BUYER as hereinabove
provided. Any sale, assignment or transaction entered into by the BUYER in violation
of this condition may, at the option of the SELLER, be considered null and void,
without prejudices to the right of the SELLER to consider the BUYER in default under
this Contract.

XVI
INCORPORATION BY REFERENCE

The BUYER hereby agrees to be found by all the terms and conditions of the
Deed of Restrictions and the Articles of Incorporation and By-Laws of the DIONISIO
ROYALE EXECUTIVE HOMES copies of which have been duly furnished by the
SELLER to the BUYER. The BUYER further confirms that his obligations under this
Contract shall survive the full payment of the Selling Price and the execution of the
Deed of Absolute Sale referred to in Section III hereof.

XVII
GENERAL PROVISIONS

17.1 The BUYER hereby represents that this entire Contract has been read,
understood and accepted by him or his authorized representative(s). This
Contract sets forth the entire agreement between the parties and supersedes any
and all prior understanding and agreements between them. No representation
or warranty relating to the Unit and/or the DIONISIO ROYALE EXECUTIVE
HOMES project shall be binding upon, or enforceable against the SELLER unless
the same is expressly stated or reiterated in this Contract.

17.2 All payments by the BUYER there under shall be applied in the following order
of priority:

A. Costs and expenses chargeable to the BUYER, including but not

limited to, insurance premiums and the miscellaneous charges.
B. Late payment charges on:
1. Past due interest
2. Past due principal
C. Past due interest
D. Past due principal
E. Current Interest
F. Current Principal

17.3 This Contract shall not be considered as changed, modified, altered or in any
manner amended by acts of tolerance of the SELLER, unless such changes,
modifications, alterations or amendments are made in writing and signed by all
parties hereto.

17.4 Amendments of any of the terms hereof shall not be effective unless expressed in
writing and duly consented to by all the parties.

17.5 This Contract and the rights and obligations of the parties hereunder shall be
governed by, and construed in accordance with, the laws of the Republic of the

DREH08
 9

Philippines. The parties hereby irrevocably agree that any legal action or
proceeding arising out or relating to this Contract shall be brought exclusively in
the proper courts of the National Capital Region of the Republic of the
Philippines. By the execution and delivery of this Contract, the BUYER hereby
irrevocably submits, with regard to any such action or proceeding, for himself
and in respect of his properties, generally and unconditionally and irrevocably,
to the jurisdiction of the aforementioned courts.

17.6 This Contract shall be obligatory and binding upon heirs, successors-in-interest,
administrators and assigns of the parties.

17.7 The Certificate of House Turnover, and all notices, letters and/or any
communications to the BUYER pertaining to this Contract shall be sent by
personal delivery or by postage prepaid registered mail to the BUYER’s address
as indicated hereinabove. The BUYER undertakes to promptly inform the
SELLER of any changes of address. Such Certificate of House Turnover or any
such notice, letter, or communication shall be deemed to have been duly
delivered or given to the BUYER on the date of receipts if delivered personally,
or the date seven (7) days after posting if transmitted by mail.

17.8 In case the SELLER is compelled to resort to the courts or seek the assistance of
legal counsel to protect itself or seek redress for its grievances, the BUYER shall
be liable to the SELLER for Attorney’s fees equivalent to at least twenty (20%)
percent of the amount of the claim or demand but in no case less than P25,000.00,
in addition to the costs and expenses of litigation, without prejudice to any and
all reliefs or remedies to which the SELLER may be entitled under this Contract,
the law and in equity.

17.9 In case any one or more of the provisions contained herein shall, for any reason,
be held to be invalid, illegal or enforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision of this Contract.
In such event, the parties shall consult as to the manner in which their original
intention can be fulfilled as closely as possible, and they will and this Contract
accordingly.

IN WITNESS WHEREOF, the parties hereto set their hand on these presents on
the date and at the place hereinabove indicated.

NEST BUILDERS & DEV’T. CORP.

______________________________ ____________________________
SELLER BUYER

BY: With Marital Consent:

NESTOR S. LEAL
Position : President
Date : ________________ ____________________________

DREH08
 10

SIGNED IN THE PRESENCE OF:

______________________________________ ____________________________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

QUEZON CITY ) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction personally
appeared NESTOR S. LEAL, with Community Tax Certificate No. _________________,
issued at ______________, on ______________, and
_________________________________________________, with Community Tax
Certificate No. ______________, issued at ______________, on _______________,
foregoing instrument and acknowledged to me that the same is of their own and free
will and voluntarily act and deed as well as that of the corporation herein represented.

WITNESS MY HAND and notarial seal this _____ day of

_______________________, 20_____.

NOTARY PUBLIC
Until December 31, ____

DOC. NO.____________
PAGE NO.____________
BOOK NO. ___________
SERIES OF 20_____.

DREH08