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LETTER OF INTENT

This letter sets forth some of the basic terms under which Seller and Buyer would be interested
in entering into a Real Estate Purchase Agreement. It serves as a letter of intent (“Letter”)
from REX JAYSON TUOZO ("BUYER") through and dated 9 May 2019, in which Purchaser
has set forth its interest in acquiring the subject Property. NEVERTHELESS, PLEASE BE
ADVISED THAT THIS LETTER IS NOT CONTRACTUALLY BINDING ON THE PARTIES
AND IS ONLY AN EXPRESSION OF THE BASIC TERMS AND CONDITIONS TO BE
INCORPORATED IN A FORMAL WRITTEN AGREEMENT.

PROPERTY: UNIT 33QP


ONE CENTRAL
MAKATI CITY
(hereinafter, the “Property”)

PURCHASER: REX JAYSON TUOZO

SELLER: SHIRLEY CACHO PONCE, LUZ VALENTINA M.


OCAMPO, MARIETTA PAJARILLO, JULIETA SERIL,
ARACELI C. EVANGELISTA AND EMMA DEL RIO

PURCHASE PRICE: The Offered Purchase Price shall be


ELEVEN MILLION FOUR HUNDRED THOUSAND
PESOS (PHP 11,400,000.00) GROSS OF:

6% CAPITAL GAINS TAX


(Based on ZONAL VALUE)

3% BROKER FEES

INCLUSIVE OF ALL FURNITURE AND FIXTURES

AND ONE (1) PARKING SLOT

FINANCING: BANK FINANCING

3M EARNEST MONEY THEN


BANK LOAN OR FULL CASH PAYMENT

EARNEST MONEY
DEPOSIT: THREE MILLION PHIL. PESOS (PHP 3,000,000.00)
(“Earnest Money”) shall be placed in escrow with the
SELLER upon the execution of the Purchase and Sale
Agreement and approval of BDO BANK LOAN. Upon
expiration of the Due Diligence Period (defined below) and
provided BUYER does not terminate the Purchase and
Sale Agreement before expiration of the Due Diligence
Period, the Earnest Money shall become non-refundable.

DUE DILIGENCE ITEMS: Seller, at its expense, shall provide Buyer with the following
items, if any, in Seller's possession:
a. A copy of the most recent titles, commitment or
Proof of Ownership for the Property
b. Consularized SPA for the Attorney-in-Fact
c. Bank proof of outstanding loan balance (if any)
d. Survey and Environmental Report (from admin)
e. Latest copy of condominium dues bill (admin)
f. Real property tax bills and receipts
g. Latest Tax Declaration

Items (a) through (e) above and the updated title


commitment and updated survey, if applicable, are
hereinafter referred to as the “Due Diligence Items”.

PAYMENT METHOD: BUYER shall submit the Due Diligence Items for review to
BDO Mortgage Dept. and to enter upon the Property to
inspect the physical condition of the same and appraise, as
it shall deem necessary.

Should the BUYER cancel the sale during the Due


Diligence Period or Mortgage Processing, for any reason,
not stated in the terms and conditions, shall incur forfeiture
of the earnest money in favor of the SELLER.

If it is deemed NOT FEASIBLE for SELLER to sell the


property, or any unforeseen problems arising from
SELLER’s side, BUYER Purchaser may terminate the
Purchase and Sale Agreement.

Upon approval from bank, they will issue the Letter of


Guarantee and shall proceed with title transfer. The final
title will be surrendered to the bank and will issue the
complete payment. Final Move in and property use shall be
implemented upon full payment.

CONTRACT: Upon the mutual execution of this Letter, Seller will


promptly prepare a Deed of Conditional Sale and Seller
shall make a good faith effort to deliver said Purchase and
Sale Agreement to Purchaser upon approval of LOI

CLOSING: Closing shall occur on a date mutually acceptable to


purchaser and seller after the effective date of LOI.

CLOSING COSTS: Closing Costs, Notarial Fee, Transfer tax and Documentary
stamp tax and any Title Registration and taxes shall be
shouldered by the BUYER, further detailed in the Purchase
and Sale Agreement.

Estimated Documentary Stamp approx. 1.5%


Estimated Transfer Tax approx. 0.6%
Registration fees

SALES COMMISSION: Seller side and Buyer side is represented by DOMINIQUE


THERESE A. DELA PENA for processing deed of sale and
title transfer.

Both have been consulted or used in connection with the


purchase and sale of the Property and shall be
compensated upon Closing by Seller with the commission
fee of Three Percent 3% of the Gross selling price.
CONFIDENTIALITY: Seller, Purchaser, and their agent shall maintain the
confidentiality of the parties, terms, and conditions of this
letter and the negotiations that may follow, if any, from this
date forth.

The above items are the general business terms and conditions to be covered in the
Purchase and Sale Agreement, which would be submitted to the Seller. Additional
remaining terms of the Purchase and Sale Agreement will be negotiated and must be
acceptable to both Purchaser and Seller.

This Letter is not intended to be a binding contract.

If this Letter accurately reflects the general business terms and conditions which may
form the basis of a separate written agreement, please confirm in writing.

Buyer hereby agrees to the terms and conditions of the Letter.

______________________________ ___________________
REX JAYSON TUOZO DATE

Seller hereby agrees to the terms and conditions of the Letter.

______________________________ ___________________
DIVINAE GRATIAE DEL RIO DATE
ATTORNEY-IN-FACT

WITNESSED BY:

______________________________ ___________________
DATE