ADDENDUM

(To the Contract to Sell dated ____________)

KNOW ALL MEN BY THESE PRESENTS:

This Addendum Contract (this “Contract”) is executed this ______________

in Taguig City, by and between:

ESQUIRE INTERNATIONAL FINANCING INC, a corporation duly

organized and existing under the laws of the Philippines, with
principal office address at the 31/F Penthouse High Street South
Corporate Plaza Tower 1, 26 th St. cor. 9th St. Bonifacio Global
City, Taguig City, represented herein by its Chairman and Chief
Executive Officer, Mr. RAJAN ASHOK UTTAMCHANDANI, and
hereinafter referred to as the “SELLER”;

- and -

RAJAN B. GIDWANI, of legal age, Filipino, married and with

address at Room 209, Our Lady of Fatima Building, 1849 Pililia
St. corner Asuncion Street, Barangay Valenzuela, Makati City,
and hereinafter referred to as the “BUYER”;

WITNESSETH:

WHEREAS, the Parties have an existing Contract to Sell dated

___________ wherein the existence of a current tenant for the property subject of
the Contract to Sell was one of the major factors considered by the Buyer.

WHEREAS, while the tenant whose lease was supposed to subsist until
31 January 2023 has opted to pre-terminate their lease the Parties have
mutually agreed to still continue with the Contract to Sell, subject to additional
terms and conditions.

WHEREAS, the PARTIES desire to formalize these additional terms and conditions as an
addendum to the aforementioned Contract to Sell that have been executed prior to the execution of this
Addendum.

NOW THEREFORE, for and in consideration of the foregoing premises, the parties hereby agree
as follows:

Section 1. SUBJECT PROPERTY – The property subject of this Contract

is a parcel of land together with the building and all other improvements
constructed thereon, situated at No. 36 Calle Bagtican, Makati City, comprising
an area of Six Hundred Thirty Three square meters (633 sq. m), more or
less, and covered by Transfer Certificate of Title (“TCT”) No. 227073 issued
by the Registry of Deeds for Makati City (hereafter the “Subject Property”).

Section 2. AGREEMENT TO SELL – Subject to the full payment of the

agreed purchase price in accordance with Section 3 hereof and full compliance
by the PARTIES of their obligations as herein provided, the SELLER has agreed
to sell to the BUYER and the BUYER agrees to buy from the SELLER all their
rights, title and interest over the Subject Property.

Section 3. PURCHASE PRICE – In consideration of the agreement to sell

the Subject Property, the BUYER obligates himself to purchase the Subject
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Property for TWO HUNDRED THOUSAND PESOS (PHP 200,000.00) per
square meter, or the total sum of ONE HUNDRED TWENTY MILLION PESOS
(PHP 126,600,000.00), hereafter referred to as the “Purchase Price”, within a
period of ten (10) years from the date of execution of this Contract. In this
regard, the BUYER has agreed to pay the SELLER the following amounts until
the said Purchase Price has been paid in full:

a. A monthly installment of THREE HUNDRED THOUSAND AND

00/100 PESOS (PHP 300,000.00) shall be paid by the BUYER to
the SELLER every fifth day of the month for a period of ten (10)
years, or one hundred twenty (120) months. This amount shall be
applied as payment for the Principal Amount;

b. Interest at the rate of ten percent (10%) per annum shall be paid
by the BUYER on the unpaid portion of the Purchase Price on a
declining balance basis. The interest shall be paid every fifth day of
the month until the entire amount of the Purchase Price has been
paid in full.

The BUYER undertakes to pay the foregoing strictly in accordance with

the Schedule of Payments as reflected in ANNEX “A” hereof, without the
necessity of demand whether judicially or extra judicially. For convenience of
payment, the BUYER shall periodically issue thirteen (13) post-date checks for
one-year period in which (1) twelve (12) checks shall represent the payment for
the principal amount and the interest as provided in Sections 3(a) and (b)
above, and (2) one check shall represent the lump sum balance at the end of
each respective one-year period.

Section 4. RENTALS. The BUYER has agreed to honor the lease

contract entered into by the SELLER with the tenant occupying the Subject
Property until its expiration on 31 January 2023.

Provided, however, that upon execution of this Contract, all the rental
income from the tenant leasing the Subject Property shall accrue to the benefit
of the BUYER. Hence, from the date of execution of this Contract, the SELLER
shall deliver and turn-over to the BUYER all the monthly rentals paid by the
existing tenant of the Subject Property until the latter’s lease expires on 31
January 2023. After the expiration of the said lease on 31 January 2023, any
renewal or extension of the same, as well as its terms and conditions, shall be
at the sole discretion of the BUYER.

Section 5. FULL PAYMENT. The BUYER undertakes to pay the full

amount of the Purchase Price within ten (10) years from the date of execution
of this Contract.

Provided, that, at any time within the ten (10)-year period of payment of
the Purchase Price, the BUYER shall have the option and right to pay in full
any remaining balance of the Purchase Price. In the event of such payment, it
is expressly understood that the BUYER shall no longer be obliged to pay any
of the interests mentioned in Section 3 (b) of this Deed.

Section 6. DEFAULT – The BUYER will be considered in default in the

following instances:

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 a. The BUYER fails to pay in full the Purchase Price within the period of
ten (10) years from date of execution of this Contract without any
justifiable reason acceptable to the SELLER.

b. The BUYER fails to pay any of the amounts due in accordance with
the schedule provided in ANNEX “A” above for two (2) consecutive
months.

In the event of default on the part of the BUYER, the SELLER may terminate
and cancel this Contract by giving written notice of such decision to the
BUYER. In such a case, any amounts already paid by the BUYER to the
SELLER shall be deemed forfeited in favor of the SELLER.

Section 7. DEED OF ABSOLUTE SALE AND OTHER DOCUMENTS–

Upon full and timely payment of the agreed Purchase Price mentioned in
Section 3 above, the SELLER shall execute a Deed of Absolute Sale in favor of
the BUYER. In addition, the SELLER shall likewise turn-over to the BUYER the
following documents:

a. Owner’s Duplicate Original Copy of TCT No. 227073 covering the

Subject Property; and

b. The Tax Declaration covering the Subject Property.

Moreover, the SELLER undertakes to execute and deliver any and all
other documents necessary and proper to allow the BUYER to secure a new
Transfer Certificate of Title covering the Subject Property under his name.

Section 8. TAXES FEES AND OTHER CHARGES – The Capital Gains

Tax shall be borne by the SELLER. On the other hand, all other government
taxes, fees and charges, applicable to and imposable on this transaction shall
exclusively be for the account of the BUYER.

However, the Real Property Taxes on the Subject Property shall be for the
account of the BUYER even prior to the full payment of the Purchase Price and
the execution of a Deed of Absolute Sale in favor of the BUYER.

Section 9. POSSESSION – The BUYER shall be considered to have the

constructive possession over the Subject Property in consideration of the
receipt of the rents by the BUYER from the tenant occupying the Subject
Property.

Section 10. NOTICES. For purposes of this Contract, any Notice sent to
the respective addresses of the parties herein disclosed by courier service, shall
be deemed received by the other party in accordance with the confirmation of
receipt issued by the courier service.

Section 11. TRANSFERABILITY. This Contract shall be valid and

binding between the parties, their heirs, successors and assigns.

Section 12. VENUE. Any legal action to resolve any dispute involving
the interpretation and enforcement of this Contract shall be instituted in the
appropriate courts of Makati City, to the exclusion of all other courts.

IN WITNESS WHEREOF, we have hereunto set our hand on the date and
at the place first written above.
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 ESQUIRE INTERNATIONAL
FINANCING INC.
Seller
By:

RAJAN ASHOK UTTAMCHANDANI RAJAN B. GIDWANI

Buyer

SINGED IN THE PRESENCE OF:

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

TAGUIG CITY ) S.S.

BEFORE ME, a Notary Public, for and in Taguig City on ________________,

personally appeared the following persons exhibiting to me their respective
valid identification documents, to wit:

Permanent ID Date/Place of
Name
No. Issuance
ESQUIRE INTERNATIONAL
FINANCING INC
By:

RAJAN A. UTTAMCHANDANI
RAJAN B. GIDWANI

known to me to be the same persons who executed the foregoing Contract to

Sell consisting of five (6) pages, including the page where this acknowledgment
is written and all its annexes, and acknowledged to me to be their free and
voluntary act and deed.

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

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2020.

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 ANNEX A
SCHEDULE OF PAYMENTS

Date Amount
30 June 2020 (Paid)
31 July 2020 (Paid)
31 August 2020 PHP 1,350,000.00
30 September 2020 PHP 1,347,500.00
31 October 2020 PHP 1,345,000.00
30 November 2020 PHP 1,342,500.00
31 December 2020 PHP 1,340,000.00
31 January 2021 PHP 1,337,500.00
28 February 2021 PHP 1,335,000.00
31 March 2020 PHP 1,332,500.00
30 April 2020 PHP 1,330,000.00
31 May 2020 PHP 1,327,500.00
31 May 2020 PHP 123,000,000.00