Indemnity Agreement – Surviving Heirs of Spouses Sixto Cabula And Cristeta Calbano and Solar Philippines Nueva

Ecija Corporation

INDEMNITY AGREEMENT

MADE: This Agreement is made on the _____ day of

_________________________________ in __________________________________.
PARTIES:

SURVIVING HEIRS OF SPOUSES SIXTO CABULA AND CRISTETA

____________________________________

CALBANO, NAMELY:
Daniel Cabula married to Trinidad Naynes, both of legal age, Filipino,
with residence at Tayabas, Quezon; Ruperto Cabula married to Ma.
Nelia Perez Cabula, both of legal age, Filipino, with residence at Tayabas,
Quezon; Abdon Cabula married to Editha Jasolin, both of legal age,
Filipino, with residence at Tayabas, Quezon; Leonides Cabula married to
Regalado Villanueva, both of legal age, Filipino, with residence at
Tayabas, Quezon; Rufino Cabula married to Priscilla Perez, both of legal
age, Filipino, with residence at Tayabas, Quezon; Ma. Charito Cabula
married to Lucino Reyes, both of legal age, Filipino, with residence at
Tayabas, Quezon; Marivic Balaston widowed of Silverio Cabula, Jr. of
INDEMNITORS legal age, Filipino, with residence at Tayaba, Quezon; Imelda Cabula
married to Joselito Cabrera, both of legal age, Filipino, with residence at
Tayabas, Quezon; Anna Liza Cabula, of legal age, Filipino, with
residence at Tayabas, Quezon; Donnabel Cabula of legal age, Filipino,
with residence at Tayabas, Quezon; Zandro Cabula married to Pardito
_________________________________________

Cabula, both of legal age, Filipino, with residence at Tayabas, Quezon;

Johnwell Cabula, of legal age, Filipino, with residence at Tayabas,
Quezon; Jemarie Cabula, of legal age, Filipino, with residence at
Tayabas, Quezon; Joebert Cabula, of legal age, Filipino, with residence at
Tayabas, Quezon; Jasmin Cabula, of legal age, Filipino, with residence at
Tayabas, Quezon all are herein represented by our Attorney-In-Fact 1, and
Daniel Cabula

in his own rights as one of the heirs, Daniel Cabula, hereinafter referred
to as the “Indemnitors”.
SOLAR PHILIPPINES NUEVA ECIJA CORPORATION., a corporation
duly organized and existing under Philippine laws, with principal office
INDEMNITEE address at LPL Towers, 112 Legaspi St., Legaspi Village, Barangay San
Hazel Iris P. Lafuente

Lorenzo, Makati City, herein represented by its Chief Project Officer,

HAZEL IRIS P. LAFUENTE, hereinafter referred to as the “Indemnitee”.

RECITALS:

A. The Indemnitors are the surviving heirs of the late Spouses Sixto Cabula and Cristeta Calbano,
the registered owners of a parcel of land located in Brgy. Mate, Municipality Tayabas, Province
Of Quezon, covered by Transfer Certificate of Title No. T-22636 of the Registry of Deeds for the
Province of Quezon, consisting of Six Thousand Ninety Two Square Meters (6,092sq.m.), more
or less, more particularly described in the attached document as Annex “A” (the “Subject
Property”).

B. The Indemnitors have duly authorized DANIEL CABULA through a Special Power of Attorney
executed in favor of the Attorney-in-Fact to sell the Subject Property. The Indemnitors, through
their Attorney-in-Fact and in his own rights as one of the heirs, offers to sell, and the
Indemnitee agreed to buy the Subject Property subject to the conditions set forth in this
Agreement.

IT IS AGREED:

1
A copy of the Special Power of Attorney is attached hereto as Annex “A” forming an integral part hereof;

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1. The Indemnitee will purchase the Subject Property with a total payment amounting to One
Hundred Ninety Pesos per square meter (Php190.00sq.m) for the total amount of One Million
One Hundred Fifty Seven Thousand Four Hundred Eighty Pesos (Php1,157,480.00), subject to
the terms and conditions found in this Agreement and the Contract to Sell agreed to, shown to,
and approved by, the Indemnitor. Such Contract to Sell and the conditions set forth therein
shall be adapted and shall form part of this Agreement. A copy of which as attached and made
an integral part hereof as Annex “B”.

2. The Indemnitors, as agreed and in order to execute an Extra Judicial Settlement, will provide all
documents and information in relation to the settlement of estate of the late, Spouses Sixto
Cabula and Cristeta Calbano (the “Decedents”), which includes, without limitation, the
following: complete family tree, residential address of the heirs; marital status; certificates of
birth, marriage, and death; and estate settlement documents, if applicable, etc.;

3. The Indemnitors, through a Special Power of Attorney, grant their Attorney-in-Fact to sign all
____________________________________

documents, transact, and receive the all the proceeds, in relation to the purchase of the Subject
Property by Solar Philippines Nueva Ecija Corporation;

4. The Indemnitors, through their Attorney-in-Fact, will account all money received thereby in
relation to the Contract to Buy and Sell, and their respective shares to all payments made.
Indemnitors will hold the Indemnitee free and harmless from any liability that may arise from
any conflict that may arise and from the Indemnitors’ failure to account all money that will be
received pursuant to the Contract to Buy and Sell.

5. Furthermore, the Indemnitors warrant that:

a. They have full power and authority, and has taken all actions necessary to fulfill its
obligations and consummate the actions contemplated in this Agreement and the attached
Contract To Sell;

b. They are not party to and is not aware of any binding written agreements which govern or
_________________________________________

may reasonably be expected to adversely affect this Agreement or any other agreements in
connection herewith;

c. They have full right, power, capacity, and authority to execute and deliver this Agreement,
the attached Contract to Sell, and to consummate the transactions contemplated hereby;
Daniel Cabula

d. The execution of this Agreement is not contrary to and shall not violate any existing
contract or agreement to which it is a party;

e. They have not previously entered, and during the effectivity of this Agreement, will not
enter, into any similar arrangement with any other entity with respect to the transaction
Hazel Iris P. Lafuente

contemplated herein;

f. As of the date of this Agreement and thereafter, there are and will be no persons who have
adverse claims over the Subject Property or any part thereof, settlers, trespassers,
occupants, tenants, or other persons using or enjoying any part of the Subject Property;
and

g. There are no liens, litigation cases, or other proceedings, levies, writs, orders,
condemnation, or other notices affecting the Subject Property that would prevent the
Indemnitee from having or acquiring full rights of ownership to the Subject Property.

In entering into this Agreement, Indemnitee relied in good faith on the representations,
assurances, and warranties and all information disclosed by the Indemnitors to Indemnitee.
The Indemnitors agree to correct, rectify, or remedy any false representation or broken

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warranty during the effectivity of this Agreement within one (1) month from discovery of the
misrepresentation or from the breach of warranty.

The representations and warranties set forth in this Agreement are true and correct as of
execution of this Agreement and be deemed restated until termination hereof.

The violation of any of the warranties above and the conditions set forth in this entire
Agreement shall warrant the rescission of this Contract and the immediate return of any
payments made in favor of the Indemnitors or any third persons or entities, or expenses
incurred and/or suffered by the Indemnitee relative to the purchase of the Subject Property
subject to the prevailing legal interests, with an additional penalty of twenty percent (20%) of
the total contract price found in Section 1 above as liquidated damages.

6. Miscellaneous Provisions

a. Any dispute hereunder shall be resolved in the Courts of Makati City to the exclusion of
all other Courts.
____________________________________

b. Any subsequent amendment hereof shall only be in writing and signed by the Parties.

c. The Indemnitors shall keep this Agreement and all information it receives related to this
Agreement including all information given to it during the negotiations on this Agreement
strictly confidential during the effectivity of this Agreement and for a period of Five (5)
years from its execution or of any other contracts related to this Indemnity Agreement
except as may be required by law or any government authority or regulatory body and
only with the prior written approval of the Indemnitee. All information that is exchanged
in relation to this Agreement shall remain confidential.

d. Should any provision of this Agreement be declared by the Courts to be null and void, the
nullity thereof shall not affect the validity of this transaction or of any other provision
herein which shall be considered valid and binding between the parties.

e. This Agreement and the documents referred to herein, and such other documents as may
be executed by the Parties contemporaneously herewith or subsequently pursuant hereto,
_________________________________________

shall constitute the entire agreement with respect to the Subject Property and shall
supersede any prior expressions of intent or agreement with respect to this transaction.

f. The Indemnitee may assign this Agreement or any of its rights herein to an affiliate
company, joint venture partner, project finance lenders, or any third party without the
consent of the Indemnitor.
Daniel Cabula

g. The Indemnitors shall not assign this Agreement or any of its rights to any person under
this Agreement without the Indemnitee’s prior written consent.

h. The Indemnitee may assign its rights over the Property to any other person, whether
Hazel Iris P. Lafuente

natural or juridical (the “Assignee”). In this case, the parties accept and understand that
any Conveyance Documents, including any Contracts, and/or Agreements, shall be
executed in the name of the Assignee.

i. Nothing herein shall be deemed to diminish or otherwise restrict the Indemnitee’s right to
indemnification or other remedies granted to it or made available under any provision of
law. The indemnification under this Agreement shall continue as to the Corporation and
shall inure to the benefit of the Corporation or its representatives.

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j. This Agreement may be executed in any number of counterparts, each of which shall
constitute the original.

k. This Agreement shall be binding upon the Corporation and its successors and assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and signed as of the day and year first above written.

SURVIVING HEIRS OF SPOUSES SIXTO SOLAR PHILIPPINES NUEVA ECIJA

CABULA AND CRISTETA CALBANO CORPORATION
Indemnitors Indemnitee

BY: BY:
DANIEL CABULA HAZEL IRIS P. LAFUENTE
Attorney-In-Fact Chief Project Officer

Signed in the presence of:

____________________________________ ___________________________________

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REPUBLIC OF THE PHILIPPINES )

) S.S.

ACKNOWLEDGEMENT

BEFORE ME, a Notary Public for and in ____________________ City personally appeared the
following:

Name Competent Evidence of Date/Place of Issuance

Identity
DANIEL CABULA
HAZEL IRIS P. LAFUENTE Passport: P0333462B 29 January 2019 / DFA Manila

All known to me to be the same persons who executed the foregoing Indemnity Agreement
consisting of ____________ (_____) pages including the page on which this Acknowledgment is
written, duly signed by the parties and their instrumental witnesses, and they acknowledged to me
that the same is their free and voluntary act and deed and that of the corporation represented herein.

WITNESS MY HAND AND NOTARIAL SEAL on the date and in the place first above-
written.

Doc. No. ____;

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

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Annex “A”
A copy of the Transfer Certificate of Title No. T-22636

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Annex “B”
A copy of the Contract to Sell

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