B. Deed of Absolute Sale

DEED OF ABSOLUTE SALE
KNOW ALL MEN BY THESE PRESENTS:
This DEED OF ABSOLUTE SALE is made, executed and entered into this
1st February, 2008 in Iloilo City by and between:
APPLE CORPORATION, a corporation organized and existing under

Philippine laws, with principal office at Iloilo Business Park, Megaworld
Boulevard, Mandurriao, Iloilo City, Philippines, represented herein by its
President and CEO, Ms. Purple Twinkle Star, and hereinafter referred to
as the “SELLER.”
-AND-
ORANGE CORPORATION, a corporation organized and existing under

Philippine laws, with principal office at Iloilo Business Park, Megaworld
Boulevard, Mandurriao, Iloilo City, Philippines, represented herein by its
President and CEO, Mr. Martin Black, and hereinafter referred to as
the “BUYER.”
WITNESSETH:
WHEREAS, the SELLER is the absolute and registered owner of a parcel

of land with improvements thereon located at Zone 1, Brgy. Calahunan,
Mandurriao, Iloilo City, covered by Transfer Certificate of Title (TCT) No. 1234
(TCT No. 1234) containing a total land area of ONE THOUSAND EIGHT
HUNDRED TEN SQUARE METERS (1, 810 sq. meters), and by Tax
Declaration No. 1234, the copies of which are attached hereto as Annexes “B-1”
and “B-2,” respectively.
WHEREAS, the BUYER has offered to buy and the SELLER has agreed
to sell, transfer, and conveyed the above mentioned properties to the BUYER
for the amount of FIVE MILLION PESOS (Php 5 000 000.00), Philippine
Currency, under the terms and conditions hereof;
WHEREAS, the SELLER has the power, capacity, and authority to sell
and transfer the title of the properties to the BUYER, there being no hindrance,
legal or otherwise, to do the same upon the signing of this Deed of Absolute
Sale;
NOW, THEREFORE, for and in consideration of the foregoing premises

and covenants hereinafter stipulated, the parties hereby agree as follows:
1. Consideration
For and in consideration of the amount of FIVE MILLION PESOS (Php 5

000 000), Philippine Currency, inclusive of 12% Value Added Tax (the
“Purchase Price”), the SELLER hereby SELLS, TRANSFERS, and CONVEYS in
favor of the BUYER, on an “as is where is” basis, all of the SELER’s rights, title,
and interest in the properties.
2. Mode of Payment
1
The BUYER shall pay the SELLER TWO MILLION FIVE HUNDRED
THOUSAND PESOS (Php 2 500 000), Philippine Currency, upon the execution
of the Deed of Absolute Sale and TWO MILLION FIVE HUNDRED THOUSAND
PESOS (Php 2 500 000), Philippine Currency, upon the delivery to the BUYER
of the owner’s duplicate certificate of title, already transferred in the name of
the BUYER, together with the corresponding tax declarations of the properties,
also in the name of the BUYER.
3. Warranties
a. The SELLER is selling the properties on an “as is, where is” basis.
b. The BUYER, through its President and CEO Mr. Martin Black,
hereby confirms and acknowledges that it has independently
inspected and verified the physical condition of the properties as
well as the status of the documents evidencing the SELLER’s
ownership of the properties, including the title.
c. The SELLER warrants that it is not aware of any other case

pending which involves the properties and that the properties are
free and clear of all liens and encumbrances and any adverse
claims of any kind and nature.
d. The SELLER warrants that all the real estate taxes, assessments
and other charges of the properties described above have been paid
as of the date of the signing hereof.
e. The SELLER represents and warrants to the BUYER that it is a

domestic corporation qualified to own and hold title over the
properties, and has the financial capacity to sell the same to the
BUYER. The SELLER further represents and warrants that all
actions necessary on its part to execute this Deed and to perform
the transactions contemplated herein have been taken by it.
4. Taxes and Expenses
a. The SELLER shall submit to the BUYER the real properties tax
receipts on the properties and upon the execution of this Deed,
the BUYER shall reimburse the SELLER the pro-rata share of
the real properties taxes advanced by the SELLER, covering the
period from the date of execution of this Deed until the end of
the year, which shall be for the account of the BUYER.
b. The BUYER shall likewise reimburse the SELLER, upon the

execution of this Deed, the pro-rata share of the insurance
premiums and other expenses to the properties advanced by the
SELLER, covering the period from the date of execution of this
Deed until the end of the insurance policy coverage, which shall
be for the account of the BUYER.
5. Seller’s Additional Obligations
5.1 Upon the BUYER’s full payment of the purchase price, the
SELLER shall also deliver to the BUYER the following:
2
a. Original Owner’s copy of the Transfer Certificate of Title
already registered in the name of the BUYER;
b. Original Owner’s Copies of the Tax Declarations already

registered in the name of the BUYER;
c. Certificate of Eligibility from the Bangko Sentral ng Pilipinas

(BSP) and the Securities and Exchange Commission (SEC);
d. Copy of the latest Real Estate Tax Clearance; and
e. Secretary’s Certificate certifying that the SELLER and/or its

authorized representative were duly authorized by the Board,
through a resolution issued during a valid meeting, to enter
into and execute this Deed, for and in behalf of the SELLER.
5.2 The SELLER shall also deliver to the BUYER the official
receipt/s evidencing the advance payment of real properties taxes
up to the date of the execution of this Deed.
5.3 The SELLER shall also deliver to the BUYER all documents
that it has in its possession which are related to or concerning the
properties. These include, but are not limited to, documents
pertaining to litigation that the properties are involved in, or have
been involved in, and other documents which will aid the BUYER
in transferring the title of the properties in their names. The
SELLER also guarantees that it will not retain any copy of the
above-mentioned documents and if the SELLER comes across any
of the above-mentioned documents after the signing of this
Absolute Deed of Sale, it will forward the same to the BUYER.
5.4 The SELLER shall be responsible for securing the Certificate

Authorizing Registration (CAR) and the issuance of the new TCT in
the BUYER’S name.
6. Binding Nature
Each of the parties acknowledges and warrants that this Deed is a

valid and binding obligation, enforceable in accordance with its terms, and
that it shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and permitted assigns. A breach by
either party of any of the provisions contained herein shall render such
breaching party liable for damages in addition to such other legal remedies
that are available to the other party to protect its rights hereunder.
7. Collectibles, Awards, and Decision
All monetary benefits accruing on the properties upon the signing of

this Deed, including but not limited to previous demandable debts,
collectibles from rent, and the like; shall be for the account of the BUYER. All
awards and decisions that will be resolved by any court or tribunal in favor
of the properties as of the date of signing of this deed shall likewise be for the
benefit of the BUYER.
IN WITNESS WHEREOF, the parties have set their hands and affixed
their signatures on the date and place above stated.
3
APPLE CORPORATION ORANGE CORPORATION
Seller Buyer
Represented by: Represented by:
PURPLE TWINKLE STAR MARTIN BLACK
SIGNED IN THE PRESENCE OF:
UBE LAVENDER CASIO BROWN

__________________________ ____________________________
ACKNOWLEDGEMENT
Republic of the Philippines)

_________________________) S.S
I certify that on this 1st day of February, 2008, before me, a notary public
duly authorized in the city named above to take acknowledgements,
personally appeared the following:
Name CTC Number Date/Place Issued
Apple Corporation 10000000 February 01, 2008 / Iloilo City

Orange Corporation 10000000 February 01, 2008/Iloilo City
Who were known to me to be the same persons who executed the foregoing
instrument and acknowledged to me that the same is their free and voluntary
act and deed.
This instrument consisting of 5 page/s, including the page on which this

acknowledgement is written, has been signed on each and every page thereof
by the concerned parties and their witnesses, and sealed with my notarial seal.
IN WITNESS WHEROF, I hereunto set my hand and affix my notarial

seal on the date and at the place above written.
Notary Public
Atty. Kenneth T. Go
4
NOTARY PUBLIC FOR ILOILO CITY
UNTIL DECEBER 31, 2020
6th FLOOR ST IVESCENTER,
6741 PASEO CENTER,
ILOILO CITY, PHILIPPINES
ROLL NO. 56881/01-09-09
PTR NO. 1677015/02/06/10
1BP NO. 07834LT/0114/RIZAL CHAPTER
Doc. No.______;
Page No. ______;
Book No.______;
Series of 20___.

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DEED OF ABSOLUTE SALE

KNOW ALL MEN BY THESE PRESENTS:

APPLE CORPORATION, a corporation organized and existing under

ORANGE CORPORATION, a corporation organized and existing under

WHEREAS, the SELLER is the absolute and registered owner of a parcel

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

For and in consideration of the amount of FIVE MILLION PESOS (Php 5

c. The SELLER warrants that it is not aware of any other case

e. The SELLER represents and warrants to the BUYER that it is a

4. Taxes and Expenses

b. The BUYER shall likewise reimburse the SELLER, upon the

5. Seller’s Additional Obligations

b. Original Owner’s Copies of the Tax Declarations already

c. Certificate of Eligibility from the Bangko Sentral ng Pilipinas

d. Copy of the latest Real Estate Tax Clearance; and

e. Secretary’s Certificate certifying that the SELLER and/or its

5.4 The SELLER shall be responsible for securing the Certificate

Each of the parties acknowledges and warrants that this Deed is a

7. Collectibles, Awards, and Decision

All monetary benefits accruing on the properties upon the signing of

Represented by: Represented by:

PURPLE TWINKLE STAR MARTIN BLACK

SIGNED IN THE PRESENCE OF:

UBE LAVENDER CASIO BROWN

Republic of the Philippines)

Name CTC Number Date/Place Issued

Apple Corporation 10000000 February 01, 2008 / Iloilo City

This instrument consisting of 5 page/s, including the page on which this

IN WITNESS WHEROF, I hereunto set my hand and affix my notarial

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