Deed of Absolute Sale

DEED OF ABSOLUTE SALE KNOW ALL MEN BY THESE PRESENTS: This Deed of Absolute Sale (the "Deed"), made and executed this 27th day of February 2011, in Makati City, by and between: PHILIPPINE INVESTMENT TWO (SPV-AMC), INC. a corporation organized and existing under the laws of the Philippines, with address at Unit 2768 Tower One, Ayala Avenue cor. Paseo de Roxas, Makati City, represented herein by its Director, MA. ANTONETTE M. MABBUN, hereinafter referred to as the "SELLER"; -andNORTH INCORPORATED located at No. 95 11th Street, New Manila Quezon City, PIN YAN BAN, INC. located at No. 78 12th Street, New Manila Quezon City, AKIDO CORPORATION located at 38th Floor, Tower I, The Enterprise Center, Ayala Avenue, Makati City, QWERTY BUSINESS CORP. located at No. 31 McKinley Road, Forbes Park, Makati City, ONE CORINTHIAN CORPORATION located at No. 95 11 th Street, New Manila Quezon City, METROWORKS IDEAS, INC. located at No. 78 12 th Street, New Manila Quezon City, KJR CORPORATION located at 38th Floor, Tower I, The Enterprise Center, Ayala Avenue, Makati City, SIMMICRO, INC. located at No. 31 McKinley Road, Forbes Park, Makati City, and HIGHGLOSS, INC. located at No. 95 11th Street, New Manila Quezon City, corporations duly organized and existing under the Philippine law, represented herein by KRISTINE ANNE H. KAPST, hereinafter referred to as the “BUYERS”; WITNESSETH that: WHEREAS, the SELLER is the absolute and registered owner of a parcel of land with improvements identified as Algo Tower, located at Pablo Ocampo and Sandejas Streets, Manila, with a total area of 7,350.90 square meters, covered by Transfer Certificate of Title (TCT) No. 289328 of the Register of Deeds of Manila presently registered in the name of Philippine Investment Two (SPV-AMC), Inc. (the "Property"), a copy of which is attached hereto as Annex "A." WHEREAS, the SELLER has offered to sell, transfer and convey to the BUYERS and the BUYERS have agreed to buy from the SELLER, the Property for a total purchase price of TEN MILLION PESOS (Php10,000,000.00), 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 Property to the BUYERS there being no hindrance, legal or otherwise, to do the same upon the signing of the Deed of Absolute Sale.

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NOW, THEREFORE, for and in consideration of the foregoing premises and the covenants hereinafter stipulated, the parties hereby agree as follows: 1. Consideration For and in consideration of the amount of TEN MILLION PESOS (Php10,000,000.00), Philippine Currency, inclusive of 12% Value Added Tax (the "Purchase Price"), the SELLER hereby SELLS, TRANSFERS and CONVEYS in favor of the BUYERS, on a "without recourse" basis, all of the SELLER's rights, title and interest in the Property. 2. Mode of Payment The BUYERS shall pay the SELLER FIVE MILLION PESOS (Php5,000,000.00), Philippine Currecny upon the execution of the Deed of Absolute Sale and FIVE MILLION PESOS (Php5,000,000.00), Philippine Currency upon the delivery to the BUYERS of the owner's duplicate certificate of title, already transferred in the name of the BUYERS, together with the corresponding tax declarations of the Property, also in the name of the BUYERS. 3. Warranties a. The SELLER is selling the Property, on an "as is, where is basis. b. The BUYER hereby confirm and acknowledge that she has independently inspected and verified the physical condition of the Property as well as the status of the documents evidencing the Seller's ownership of the Property, including the title. c. The SELLER warrants that aside from the following cases, to wit: 1. Algo Towers vs. DBP Civil Case No. 12520; 2. DBP vs. Algo Towers CA-G.R. CV No. 46472; and 3. Algo Tower Development Corp. vs. Court of Appeals G.R. No. L-172058; It is not aware of any other case pending which involves the PROPERTY and that it is free and clear of all liens and encumbrances and any adverse claims of any kind and nature, except as otherwise disclosed to the BUYERS. d. The SELLER warrants that all the real estate taxes, assessments and other charges of the Property described above have been paid as of the date of the signing hereof. e. The BUYERS represent and warrant to the SELLER that they are Domestic Corporations, qualified to own and hold title over the Property, and have the financial capacity to purchase the same from the SELLER. The BUYERS further represent and warrant 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. In accordance with the provisions of the Special Purpose Vehicle Act (SPV Act), the foregoing transaction shall be exempt from documentary stamp tax, capital gains tax, creditable withholding income tax, and value added tax. SELLER shall provide the BUYERS with the Certificate of Eligibility (COE) issued by the Bangko Sentral ng Pilipinas (BSP). Also, the SELLER shall be responsible for securing the COE from the Securities and Exchange Commission

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(SEC) in order to avail of the said tax exemptions under the SPV Act. Any and all costs and expenses of securing such COE from the SEC shall be borne by the SELLER. If the SEC does not issue a COE within 30 days from the signing of this Deed, the consequent taxes, fees and expenses shall be equally borne by the Parties hereto. b. The SELLER shall submit to the BUYERS the real property tax receipts on the Property and upon the execution of this Deed, the BUYERS shall reimburse the SELLER the pro-rata share of the real property 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 BUYERS. c. The BUYERS shall likewise reimburse the SELLER, upon the execution of this Deed, the prorata share of the insurance premiums and other expenses pertaining to the Property 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 BUYERS. 5. Seller's Additional Obligations 5.1 Upon BUYERS' full payment of the purchase price, the SELLER shall also deliver to the BUYERS, the following: a. Original Owner's copy the of Transfer Certificate of Title already registered in the name of the BUYERS; b. Original Owner's Copies of the Tax Declarations already registered in the name of the BUYERS; c. Certificate of Eligibility from the BSP and 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 BUYERS the official receipt/s evidencing the advance payment of real property taxes up to the date of execution of this Deed. 5.3 The SELLER shall also deliver to the BUYERS all documents it has in its possession which are related to or concern the Properties. These include, but are not limited to, documents pertaining to litigation that the Property is involved in, or have been involved in, and other documents which will aid the BUYERS in transferring the title of the Property 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 the Absolute Deed of Sale, it will forward the same to the BUYERS. 5.4 The SELLER shall be responsible for securing the Certificate Authorizing Registration (CAR) and the issuance of the new TCT in the BUYERS' name. 6. Binding Nature Each of the parties acknowledge and warrant 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, (i.e. specific performance) that are available to the other party to protect its rights hereunder.

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7. Collectibles, Awards, and Decision All monetary benefits accruing on the Property 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 BUYERS. All awards and decisions that will be resolved by any court or tribunal in favor of the Property as of the date of signing of this Deed shall likewise be for the benefit of the BUYERS. IN WITNESS WHEREOF, the parties have set their hands and affixed their signatures on the date and place above stated. PHILIPPINE INVESTMENT TWO (SPVAMC), INC. Seller

NORTH INCORPORATED PIN YAN BAN, INC. AKIDO CORPORATION QWERTY BUSINESS CORP ONE CORINTHIAN CORPORATION METROWORKS IDEAS, INC. KJR CORPORATION SIMMICRO, INC. and HIGHGLOSS, INC. Buyers

Represented by:

Represented by:

MA. ANTONETTE M. MABBUN

KRISTINE ANNE H. KAPST

SIGNED IN THE PRESENCE OF:

__________________________

____________________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES) _____________________________ ) SS. BEFORE ME, a Notary Public for and in the City of Makati, Metro Manila, this 27 th day of February, 2011, personally appeared the following parties, with their respective Community Tax Certificate (CTC)/ Tax Identification Numbers (TIN) indicated as follows:

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PHILIPPINE INVESTMENT TWO (SPV-AMC), INC.

CTC Number/TIN

Date/Place Issued

00063620

1-29-11/Makati

Represented by:

MA. ANTONETTE M. MABBUN

TIN 244-875-894

NORTH INCORPORATED TIN 007-426-157 PIN YAN BAN, INC. TIN 007-426-279 AKIDO CORPORATION TIN 007-426-317 QWERTY BUSINESS CORP TIN 007-426-888 ONE CORINTHIAN CORPORATION TIN 007-426-876 METROWORKS IDEAS, INC. TIN 007-426-132 KJR CORPORATION TIN 007-426-145 SIMMICRO, INC. and TIN 007-426-289 HIGHGLOSS, INC. TIN 007-426-789

Represented by:

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KRISTINE ANNE H. KAPST 09282507

1-15-11/Manila

Known to me and to me known to be the same persons who executed the foregoing Deed of Absolute Sale relating to one (1) parcel of land with improvements covered by Transfer Certificate of Title (TCT) No. 289328 located at Algo Tower, Pablo Ocampo and Sandejas Streets, Manila, Manila City consisting of five (5) pages, signed by the parties and their witnesses on the left margin of each page, and who acknowledged to me that the same is their free and voluntary act and deed and of the corporation herein represented.

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

NOTARY PUBLIC KENT LILEO C. TONG NOTARY PUBLIC FOR MAKATI CITY UNTIL DECEBER 31, 2011 6th FLOOR CITIBANK CENTER 6741 PASEO CENTER MAKATI CITY ROLL NO. 56881/01-09-09 PTR NO. 1677015/02/06/10 1BP NO. 07834LT/0114/RIZAL CHAPTER

Doc. No._____; Page No._____;

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Book No._____; Series of 2010