Fti-purchase-agreement_10122012-revised.docx

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PURCHASE AGREEMENT

This Purchase Agreement (the “Agreement”) is executed on October 29 , 2012 at Makati City, ____________by and among:

FOOD TERMINAL, INC., a government owned and controlled corporation registered with the Securities and Exchange Commission on May 3, 1968 under SEC Reg. No. 3516 and by virtue of Letter of Instruction No. 1013 was attached to the National Food Authority and was made its subsidiary on January 14, 1981 under Presidential Decree No. 1770, with office address at FTI Complex, Taguig City, represented by its President, ANGELITO T. BANAYO, duly authorized for this purpose under Board Resolution ___, Series of ___(copy of which is attached as Annex “A”), (hereinafter referred to as “FTI” or the “SELLER”); The PRIVATIZATION AND MANAGEMENT OFFICE, a government agency created under Executive Order No. 323 dated December 6, 2000, with office address at 104 Gamboa Street, Legaspi Village, Makati City, represented herein by its Chief Privatization Officer, KAREN G. SINGSON___________________, (hereinafter referred to as “PMO”);

- and AYALA LAND, INC., a corporation duly organized and existing under the laws of the Republic of the Philippines, with its office address at Tower One & Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City, represented herein by its (position)Attorneys-in-Fact, Arturo G. Corpuz (name) and Anna Ma. Margarita B. Dy, duly authorized for this purpose under Board Executive Committee Resolution ______dated July 19, 2012 (copy of which is attached as Annex “B”), (hereinafter referred to as the “BUYER”).

Antecedents:

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FTI is the registered owner of several parcels of land located in the FTI Complex, Taguig City, with an aggregate area of 119.92 hectares, more or less, originally covered by Transfer Certificate of Title (“TCT”) No. 13466, issued by the Register of Deeds for the Province of Rizal (the “FTI Complex”).; The FTI Complex has been subdivided into several portions resulting in the cancellation of TCT No. 13466 and the issuance of thirty-two (32) segregated transfer certificates of title with TCT Nos. 164-2010000692 to 164-2010000723 by the Registry of Deeds for the City of Taguig. FTI is willing to sell the Property, as hereinafter defined, consisting of parcels of land with an aggregate area of around seventy-four (74) hectares, which are portions of the parcel of land covered by TCT No. 164-2010000718, together with certain improvements thereon, on terms as provided in this Agreement;. The PMO has been designated by the Privatization Council (“PrC”), formerly Committee on Privatization, to be the disposition entity for the privatization of FTI, including any of its assets, pursuant to and in accordance with Executive Order No. 37-1992.; Pursuant to the mandate of Executive Order No. 37-1992 and in accordance with the Asset Specific Bidding Rules dated July 4, 2012 (“ASBR”) for the sale of the 74-hectare FTI property located within the FTI Complex, Taguig City, the PMO conducted an open and competitive public bidding for the sale of the Property (the “Bidding Process”).; The BUYER having the desire to purchase the Property, participated in the Bidding Process and was found to be the highest bidder.; In accordance with the provisions of Executive Order No. 323, the BUYER and its proposed bid were submitted by the PMO to the PrC and were approved by the PrC in a meeting held on August 29, 2012 (the “PrC Approval”).; Pursuant to the PrC Approval and the Notice of Award dated August 30, 2012 issued by the PMO to the BUYER, the BUYER has been declared as the winning bidder, subject to compliance with the Post-award Requirements set forth in the ASBR.; In a letter dated _______, the PMO found the BUYER compliant with all the Post-award Requirements set forth in the ASBR.; ACCORDINGLY, for and in consideration of the foregoing, this Purchase Agreement is entered into under the following terms and conditions:

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ARTICLE I Definitions and Interpretation Section 1.01.General Definitions. Wherever used in this Agreement, the following terms have the meanings opposite them: “Accelerated Payment”

shall have the meaning ascribed to it in Section 4.06;

“Accelerated Payment Date”

shall have the meaning ascribed to it in Section 4.06;

“Acceptable Bank”

shall mean any of the universal or commercial banks listed in Schedule N (List of Acceptable Banks);

“ASBR”

shall mean the Asset Specific Bidding Rules issued by the PMO to govern the privatization of the Property dated July 4, 2012, including all amendments and supplements thereto;

“Award Date”

shall mean refer to August 30, 2012, the date of actual receipt by the BUYER of the Notice of Award;

“Bid Documents”

shall have the meaning defined in the ASBR;

“Bid Submission Deadline”

shall have the meaning defined in the ASBR;

“BIR”

shall mean Bureau of Internal Revenue;

“Business Day”

shall mean any day other than a Saturday, Sunday, public holiday in Makati City or Taguig City, or a day on which banks located in Makati City or Taguig City are authorized by Philippine Law to be closed;

“Closing Date”

shall mean refer to October 29, 2012, the date of the signing or execution of the Purchase Agreement, and the payment by the Buyer of the Upfront Payment, which shall be sixty (60) days from the Award Date, as provided in Section 7.01;

“Data Room”

shall mean the place indicated in Section 7.2 of the ASBR or the place where information, data, documents and other papers pertaining to the Property were made available for review, examination and assessment of the BUYER;

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“Demand Certificate”

shall refer to the certificate in the form of Annex A of Schedule E or F, which is required to be presented by the PMO to the issuing or confirming bank in case of drawing against the Performance Bond;

“DOTC”

shall mean the Department of Transportation and Communication;

“DOTC Area”

shall mean the 5.57-hectare area within the FTI Complex, as shown in Schedule A-1 (The FTI Complex Lot Plan), which has been retained and reserved by the SELLER for the establishment of an intermodal provincial bus terminal in accordance with and as part of the Integrated Transport System (ITS) Project of DOTC;

“DPWH”

shall mean the Department of Public Works and Highways;

“DPWH ROW Area”

shall mean the portion of the Property comprising the DBP Avenue and Langka Road, or any portion thereof, and along or on any portion of the Property adjacent to the DBP Avenue and/or Langka Road, necessary for the construction of an elevated road connecting the South Luzon Expressway to the C-5 road;

“DPWH ROW Area Purchase Price”

shall mean the price for the acquisition or purchase of the DPWH ROW Area computed according to Section 6.02;

“DPWH ROW Option”

shall mean the option to purchase or acquire the DPWH ROW Area at the DPWH ROW Area Purchase Price, according to the terms provided under Article VI;

“DPWH Option Period”

shall mean a period of two (2) years from the Closing Date within which the DPWH ROW Option may be exercised.

“DPWH Option Settlement Date”

shall have the meaning ascribed to it in Section 6.03;

“DPWH Skyway-C-5 Connector Indicative Plan”

shall mean the Indicative Plan of DPWH for the construction of the elevated road connecting South Luzon Expressway to the C-5 Road, provided in the letter of DPWH Secretary Rogelio L. Singson to the PMO dated July 31, 2012, which has been made available in the Data Room;

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“Encumbrance”

shall mean any charge, claim, mortgage, servitude, easement, right of way, community property interest, covenant, equitable interest, lease or other possessory interest other than the Lease Contracts, lien, option, pledge, security interest, preference, priority, right of first refusal, or similar restriction;

“Fiscal Year”

shall mean such accounting period designated by the BUYER as its accounting year;

“FTI Buildings”

shall refer to the buildings and improvements erected on the Property, specifically enumerated and described in Schedule A (The Property) of this Agreement;

“FTI Complex”

shall mean the parcels of land with an aggregate area of One Million One Hundred Ninety-Nine Thousand Two Hundred Thirty-Seven (1,199,237) square meters originally covered by TCT No. 13466, and now by TCT Nos. 1642010000692 to 164-2010000723, and registered in the name of the Food Terminal, Inc.;

“FTI Sale Proceeds Share”

shall mean the percentage of net proceeds from the sale of the Property that should be remitted by the PMO to the SELLER, as agreed upon by the PMO and the SELLER;

“Full Payment Date”

shall mean the date on which the BUYER shall have fully and completely paid the Purchase Price and discharged all other outstanding financial obligations in accordance with this Agreement, which shall not be beyond October 29, 2013;

“GOP”

shall mean Government of the Philippines;

“Governmental Body”

shall mean any governmental agency, authority, bureau, department, court, tribunal, legislative body, statutory or legal entity or Person (whether autonomous or not), commission, wholly-owned corporation, or instrumentality whether national or local, of the Republic of the Philippines;

“Grace Period”

shall have the meaning in Section 4.06;

“Indebtedness”

shall mean as to any Person, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred

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(ii)

(iii)

(iv)

(v)

purchase price of property or services (other than any deferral in connection with the provision of credit in the ordinary course of business by any trade creditor or utility), the available amount of all letters of credit issued for the account of such Person other than letters of credit issued in connection with trade transactions in the ordinary course of business, all liabilities secured by any lien (other than liens in favor of carriers, warehousemen, and similar statutory liens) on any property owned by such Person, whether or not such liabilities have been assumed by such Person, the aggregate amount required to be capitalized under leases under which such Person is the lessee, and all guaranties and similar undertakings to assume or pay the Indebtedness of other Persons.

“Initial Installment Payment Date”

shall mean the date of the first Installment Payment immediately following the Closing Date;

“Installment Payment”

shall have the meaning ascribed to it in Section 4.04;

“Installment Payment Date”

shall mean each of the dates set forth in Schedule C (Purchase Price and Payment Terms) on which the BUYER is required to pay any Installment Payment;

“Installment Payment Period”

shall mean the period from the Closing Date until the Full Payment Date;

“Lease Contracts”

shall mean the existing lease contracts or agreements for the use of the Property or any portion thereof entered into by FTI with the lessees, as enumerated and described under Schedule B of this Agreement;

“Moody’s”

means the Moody’s Investor Service, Inc. and any successor thereto that is an internationally recognized rating agency;

“Order”

shall mean any order, injunction, judgment, decree, ruling or arbitration award of any Governmental Body or arbitrator;

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“Ordinary Course of Business”

shall mean actions taken by the SELLER as owner and/or operator of the Property and as lessor under the Lease Contracts in the normal course of business or operation, consistent with its past practice;

“Parties”

shall mean the BUYER, the SELLER, and the PMO collectively and anyone authorized to act on their behalf;

“Party”

shall mean the BUYER or the SELLER or the PMO, individually and anyone authorized to act in their behalf;

“Payment Terms”

shall refer to the terms of payment for the Purchase Price Balance in the amount and according to the schedule set forth in Schedule C (Purchase Price and Payment Terms);

“Performance Bond”

shall have the meaning ascribed to it in Section 5.01;

“Performance Bond Drawing Event”

shall mean any act or event wherein the BUYER has failed, was not willing, was not able, or was not ready to completely, faithfully, fully and promptly comply with any of its obligations under Article IV of this Agreement;

“Perimeter Road”

shall mean the roads surrounding or enclosing the FTI Complex, as shown in Schedule A-1 (The FTI Complex Lot Plan), which includes the Rambutan Road, Langka Road, and Cucumber Road;

“Person”

shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or other legal entity or authority whether acting in an individual, fiduciary or other capacity;

“PEZA Area”

shall mean the 24-hectare area located within the FTI Complex, designated as a Special Economic Zone pursuant to Proclamation No. 626 dated May 1, 2004;

“PFRS”

shall mean Philippine Financial Reporting Standards;

“Philippine Law”

shall mean (i) the Constitution of the Republic of the Philippines and all Philippine laws, statutes, treaties, rules, codes, ordinances, regulations, certificates, decisions, orders, memoranda, circulars, decrees, resolutions, directives, rulings, interpretations, approvals, licenses, and permits of any Governmental Body; and (ii) judgments, decrees, injunctions, writes, orders or like actions of any

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court, arbitrator or other administrative, judicial or quasijudicial tribunal or agency of competent jurisdiction, that apply to the ASBR and the proposed privatization of the Property and performance of this Agreement by the Pparties thereto; as amended, supplemented, replaced, interpreted by a duly authorized Governmental Body, or otherwise modified from time to time; “PrC”

shall mean the Privatization Council created under Executive Order No. 323-2001, to oversee the privatization program of the Government;

“Proceeding”

shall mean any action, arbitration, audit, examination, investigation, hearing, or suit brought or heard by any Governmental Body or arbitrator;

“Property”

shall mean the parcels of land, buildings, and improvements subject of this sale as described in Section 2.01 and Schedule A of this Agreement;

“Purchase Price”

shall have the meaning defined in Section 4.01;

“Purchase Price Balance”

shall mean the difference between the Purchase Price and the Upfront Payment;

“Purchase Price NPV”

shall mean the net present value of the Purchase Price as determined during the opening of the bids on Bid Submission Deadline, on the basis of a discount rate of ten percent (10%) computed according to the method or formula in Schedule L (Formula for Net Present Value);

“Qualified Bank”

shall mean any of the domestic banks listed in Schedule M (List of Qualified Local Banks) or any foreign bank whose long term foreign currency rating is at least equivalent to that of the GOP, as rated by S&P’s or Moody’s;

“Representative”

shall mean, with respect to a Party or a particular Person, any director, officer, employee, agent, consultant, advisor, legal counsel, accountant, or other Person acting on behalf of a Party or of that Person which is presumed to be authorized by such Party or Person;

“Responsible Officer”

shall mean with respect to any Party or Person, the person duly authorized by the governing board of such Party or Person, including the chairman, president, chief executive

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officer, chief operating officer, the chief financial officer, or any senior vice president; “S&P”

shall mean Standard and Poor’s Rating Group, a division of McGraw Hill Corporation and any successor thereto that is an internationally recognized rating agency;

“SEC”

shall mean the Securities and Exchange Commission;

“Security Interest”

shall mean any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right of interest, encumbrance, hypothecation, security interest, or other preferential arrangement or interest of any kind, including any assignment by way of security and including any title transfer or retention arrangement;

“Subsequent Privatization Proceedings”

shall mean the appropriate proceedings to commence and conduct the privatization of the Property in accordance with Executive Order No. 37-1992 (Restating the Privatization Policy of the Government) and applicable Philippine Law, to be undertaken by the PMO or any Governmental Body designated in accordance with law to privatize the Property, in the event that this Agreement is terminated under Article XV, or the Property reverts to the SELLER, for any reason;

“Tax” or “Taxes”

shall mean all forms of taxation including (if any) national, local, foreign and other taxes, charges, fees, duties (including customs duties), levies or other assessments (including assessments or taxes on insurance premiums), including taxes on income, gross receipts, net proceeds, alternative or add-on minimum, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, value-added, stamp, leasing, lease, transfer, severance, license, payroll, environmental, capital stock, disability, withholding taxes, that are imposed by any Governmental Body, and including any interest, penalties, or additions to tax attributable thereto;

“Tesoro Lis Pendens”

shall mean the Notice of Lis Pendens annotated on the transfer certificate of title for the Property in relation to Civil Case No. 69969, entitled Romeo A. Tesoro, et. al. vs. Food Terminal Inc., which has already been finally decided in favor of the SELLER on June 29, 2007;

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“Transition Period”

shall mean the period from the Award Date until Turnover Date;

“Turnover Date”

shall mean the date of the actual turnover of possession of the Property to the BUYER, which shall be the date falling sixty (60) days from the Closing Date, or December 31, 2012, whichever is later;

“Unpaid Purchase Price”

shall mean the unpaid portion of the Purchase Price at any given time;

“Upfront Payment”

shall have the meaning defined in Section 4.03.

Section 1.02.Interpretation. In this Agreement, unless the context otherwise requires: (a)

capitalized terms shall have the meanings set forth in Section 1.01;

(b) headings are for convenience only and do not affect the interpretation of this Agreement; (c)

words importing the singular include the plural and vice versa;

(e) a reference to an Annex, Article, pParty, Schedule or Section is a reference to that Article or Section of, or that Annex, Pparty or Schedule to, this Agreement; (f) any reference to a law or statute refers to the law or statute, any amendments, succeeding or supplemental legislation and all regulations formulated under or implementing such statute, as in effect at the relevant time; (g) a reference to an agreement or document includes an amendment or supplement to, or replacement or novation of, that document but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement; (h) a reference to a Pparty to any document includes that Pparty's successors and permitted assigns; and (i) Unless otherwise provided, all references to times and dates shall refer to Manila time and date. Should any of the dates fall on a holiday, the deadline should be extended to the same time of the immediately succeeding Business Day. In computing a period, the first day shall be excluded and the last day included. Unless specified, all references to days shall refer to calendar days and the month shall be equal to thirty (30) calendar days. A fraction of a month shall be considered as one (1) month.

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ARTICLE II The Property Section 2.01.The Property. the following:

The property subject of this Agreement consists of

(a) Several parcels of land with an aggregate area of around Seven Hundred Forty Thousand (740,000) square meters, more or less, which are portions of the land covered by TCT No. 164-2010000718, and located within the FTI Complex, Taguig City, described and categorized as commercial/industrial lots particularly described in Schedule A (The Property) and Schedule A-1 (The FTI Complex Lot Plan); and (b) Buildings and improvements owned by FTI and erected on the parcels of land and described in Section 2.01(a) above, specifically identified and described in Schedule A (The Property).

ARTICLE III Purchase and Delivery of the Property Section 3.01.Purchase of the Property. Subject to the terms of this Agreement, on Closing Date, the SELLER sells, conveys, assigns, transfers and delivers to the BUYER, and the BUYER purchases and acquires from the SELLER, all of the SELLER’s rights and interests in the Property on an “AS-IS, WHERE-IS” basis. The “AS-IS, WHEREIS” condition of the Property shall be reckoned as of the Bid Submission Deadline. Anything in this Agreement to the contrary notwithstanding, and without prejudice to the application of the provisions of Section 8.05, legal title to the Property shall transfer to the BUYER on Full Payment Date and upon the execution of the Deed of Absolute Sale by the Parties in accordance with Section 8.02(c) or Section 8.05. The SELLER retains ownership of the Property until the Full Payment Date and, therefore, shall retain custody of the transfer certificate of title covering the Property, except as otherwise provided under Section 8.05. Section 3.02. Delivery of Property. On the Turnover Date, (i) the control and possession of the Property by transfer of physical possession, including the obligation to operate and maintain the same and the Lease Contracts, shall be transferred to the BUYER, and (ii) risk of loss, damage, or destruction, regardless of cause (including those resulting from Force Majeure Events or fortuitous events) to the Property or any portion thereof shall automatically transfer, be assumed by and remain at all times with the BUYER. For the avoidance of doubt, any damage, loss, and/or destruction

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regardless of cause, of the Property or any portion thereof from the Turnover Date shall not diminish nor affect the Purchase Price. Section 3.03.Rights and Obligations of the Buyer upon Delivery of Property. Upon delivery of the Property to the BUYER in accordance with Section 3.02, the rights and obligations pertaining to the Property shall be treated in the following manner: (a) From the Turnover Date, the BUYER shall directly assume and discharge all the rights, liabilities, and obligations pertaining to the Property, including: (i)

all rights, obligations, and liabilities of the SELLER arising from the Lease Contracts which remain effective on or after the Turnover Date, including all liabilities as a result of the breach thereof, pertaining to the Property;

(ii)

all rights, obligations, and liabilities of the SELLER arising from contracts which remain effective on or after the Turnover Date, for infrastructure, rehabilitation, repair, preservation, operation, and/or maintenance of the Property, or any portion thereof;

(iii)

all Taxes, fees and any other administrative or regulatory fee to any Governmental Body pertaining to the ownership, operation, or use of the Property;

(iv)

any fine or penalty imposed by any Governmental Body with respect to the Property resulting from an investigation, proceeding, request for information, or inspection conducted by a Governmental Body;

(v)

any fine or penalty imposed by any Governmental Body with respect to the non-compliance with environmental laws in the Philippines relating to the Property.

The BUYER shall only be liable for obligations and liabilities referred to in Section 3.03(a)(i) and (ii) when documents evidencing such obligations and/or liabilities have been made available for review and examination of the BUYER in the Data Room, at the site where the Property is located, or at sites other than the Data Room where it can be reasonably inferred that such documents evidencing the liabilities are available. The BUYER shall not be liable for any of these obligations and liabilities should the same have been concealed by the SELLER to the BUYER. Subject to the provisions of this Agreement, all such liabilities, obligations, Taxes, fees, fines, or penalties under this Section 3.03(a) pertaining to the Property accruing or incurred prior to the Turnover Date, regardless of the date when the demand for payment or assessment is made, shall be for the account of the SELLER;

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provided, that the BUYER must notify the SELLER of any claim, demand, assessment on the earlier of: (a) seven (7) days prior to the expiration of the period for responding to such claim, demand, or assessment, or (b) three (3) Business Days from receipt of such claim, demand, or assessment, otherwise the BUYER shall be liable for the same. With regard to liabilities accruing prior to the Turnover Date, the BUYER shall have the option to pay for the same;, provided, that, unless otherwise specified or a different period is provided in this Agreement, the SELLER shall reimburse the BUYER for such sums within three (3) months from receipt of a final judgment of the proper courts or quasi-judicial entities declaring the SELLER liable for such liabilities accruing prior to the Turnover Date which were paid by the BUYER. All such liabilities, obligations, Taxes, fees, fines and penalties under this Section 3.03(a) accruing or incurred from the Turnover Date shall be for the account of the BUYER. (b) On the Turnover Date, the BUYER shall assume all the rights and obligations of the SELLER under the Lease Contracts, as listed and described in Schedule B (Existing Lease Contracts), regardless of whether such Lease Contracts or any other proof or evidence of such rights and obligations have been transferred or assigned to the BUYER, or the lessees indicated in the Lease Contracts have been notified or has agreed to such assignment of the Lease Contracts to the BUYER, in the event that the consent of the lessee is necessary. The SELLER, as lessor, undertakes to notify the lessees prior to the Turnover Date. (i)

(ii)

(iii)

(iv)

(v)

From the Turnover Date, the BUYER shall assume and be liable for any cost, liability, obligation, Tax, fee, fine, penalty and/or damage, breach and risk in relation to the Lease Contracts; provided, that the BUYER shall not be liable for any obligation and/or liability of the SELLER under the Lease Contracts which accrued prior to the Turnover Date. The BUYER shall be entitled to the rents, or any amount due under the Lease Contracts, which accrue from the Turnover Date. Any amount due from the lessees referred to in the Lease Contracts which accrued prior to the Turnover Date shall inure to the benefit of the SELLER. Upon termination or expiration of the Lease Contracts, the SELLER shall have no obligation to negotiate for an extension or renewal thereof for the BUYER. The SELLER does not warrant the credit worthiness or ability of the lessees in the Lease Contracts to honor its terms, including the payment of obligations under the Lease Contracts. The SELLER shall turn -over to the BUYER the security deposit, and advance payments, if any, of the lessees in the Lease Contracts;, provided that, the SELLER shall be allowed to deduct the sums due to it from such lessees from the security deposits and advance payments, to be turned -over. The BUYER may not return or refuse any of the Lease Contracts assigned without the express written consent of the SELLER.

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ARTICLE IV Purchase Price Section 4.01. Purchase Price. In consideration for the sale of the Property, the BUYER shall pay the SELLER for the Purchase Price stated in Schedule C (Purchase Price and Payment Terms). The aggregate amount comprising the Upfront Payment and all the Installment Payments represents payment for the BUYER’s Ppurchase Pprice of the Property. For the avoidance of doubt, the Purchase Price is exclusive of value-added tax, documentary stamp tax, or any other taxes, except income taxes for the sale of the Property, which shall be for the account of the SELLER. Section 4.02. Manner and Form of Payment. Any and all payments made or to be made by the BUYER of the Purchase Price or any portion thereof shall be paid to, or in the name of the PMO. For purposes of this Agreement, receipt by the PMO of the Upfront Payment and any or all of the Installment Payments shall be deemed receipt by the SELLER of the said amounts. Any payment for the Purchase Price made directly to the SELLER shall not be deemed payment made under this Agreement unless the same is actually received by the PMO. The BUYER shall: (a) pay, or cause the payment of, the Upfront Payment on the Closing Date, and each of the Installment Payments, by wire transfer of immediately available funds to a bank account designated in writing by the PMO, or by such other reasonable means of payment required by the PMO with reasonable advance notice to the BUYER; (b) bear all Taxes, fees, charges, costs, and expenses of making payments and remitting the Upfront Payment and each of the Installment Payments, including all bank and wire transfer fees; and (c) pay, or cause the payment of, the Upfront Payment and each of the Installment Payments, without any deduction, set-off, or counterclaim of any nature whatsoever, free and clear of any Tax or other deductions whatsoever, except creditable withholding taxes on the SELLER’s income for the sale of the Property. Proof of remittance to the BIR of the income taxes withheld shall be provided by the BUYER to the SELLER within five (5) days from such remittance. Section 4.03. Upfront Payment. On the Closing Date, the BUYER shall pay, or cause to be paid, to the SELLER the amount of Nineteen Billion Four Hundred Sixty Five Million One Hundred Eleven Thousand One Hundred Eleven and 11/100 Pesos (Php19,465,111,111.11) (the “Upfront Payment”). Without limitation of the BUYER’s

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other rights and remedies under this Agreement, no part of the Upfront Payment shall be subject to refund under any circumstance. Within three (3) Business Days from the receipt of the Upfront Payment on the Closing Date, the PMO shall execute and deliver an official receipt for the same to the BUYER. Section 4.04. Installment Payments. The BUYER shall pay the Purchase Price Balance, in installments in the amount and according to the schedule (the “Payment Terms”) set forth in Schedule C (Purchase Price and Payment Terms). Each of the payments made or to be made according to the Payment Terms shall be referred to as “Installment Payment”. Each Installment Payment shall be without need of demand and must be paid and credited to the PMO’s designated bank account on each Installment Payment Date. Within three (3) Business Days of each Installment Payment being credited to the PMO’s designated bank account, the PMO shall execute and deliver a receipt for the same to the BUYER. Section 4.05. Prepayment. The BUYER shall have the option to prepay the Unpaid Purchase Price, in part or in full, from time to time, provided that: (a) the BUYER shall deliver irrevocable written notice of such intent to prepay to the SELLER and to the PMO at least ten (10) Business Days prior to the making of such prepayment; and (b) unless the prepayment results in full payment of the Purchase Price, any prepayment of the Unpaid Purchase Price shall reduce the amount of the Installment Payments on a pro rata basis; Section 4.06. Late Payments and Acceleration. In the event that the BUYER shall fail to remit any Installment Payment to the PMO on any Installment Payment Date, the PMO may immediately draw on the Performance Bond, without need of prior notice to the BUYER, to satisfy the payment of the Installment Payment due on such Installment Payment Date. In the absence of an effective and acceptable Performance Bond at the time of the default in payment of any Installment Payment due from the Performance Bond, the BUYER shall pay the PMO a late payment penalty in the amount of two percent (2%) per month of the amount due but unpaid (“Late Payment Penalty”). Should the Installment Payment of any portion thereof, inclusive of Late Payment Penalty, remain unpaid after the lapse of thirty (30) days from such Installment Payment Date (the “Grace Period”), the Unpaid Purchase Price and any and all amounts owing to the SELLER/PMO under this Agreement, including the Late Payment Penalty that has accrued thereto (collectively, the “Accelerated Payment”)

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shall automatically and without need of demand, become due and immediately payable on the thirtieth (30th) day from the expiration of the Grace Period (the “Accelerated Payment Date”). The Late Payment Penalty shall continue to accrue on the Accelerated Payment from the Accelerated Payment Date until the BUYER fully and completely pays the Purchase Price and all accrued Late Payment Penalty. In the event that the BUYER is unable to pay the Accelerated Payment, including the Late Payment Penalty that has accrued thereon, on the Accelerated Payment Date, the SELLER shall have the option to terminate this Agreement in accordance with Article XV. Section 4.07. Application of Payments. Until the Full Payment Date, the application of all payments received by the PMO from the BUYER under this Agreement shall be in the following order of priority: (a) First, to any Late Payment Penalty; (b) Second, to any Installment Payment in arrears; (c) Third, to any Installment Payment due on the current Installment Payment Date; and (d) Lastly, to the prepayment of any Installment Payment, as permitted by this Agreement. Section. 4.08. Option to Pay in Full or More than the Upfront Payment. Anything to the contrary notwithstanding, on Closing Date, the BUYER shall have the right (but not the obligation) to pay the full amount of the Purchase Price or pay more than the Upfront Payment. If the BUYER exercises the right to pay the Purchase Price in full on the Closing Date, (i) it shall pay the PMO the Upfront Payment together with the Purchase Price Balance; and (ii) the BUYER shall not be required to submit a Performance Bond and all provisions of this Agreement relating to the Performance Bond shall be deemed inapplicable and would have no force and effect; and (iii) the SELLER shall, on the Turnover Date, execute and deliver the Deed of Absolute Sale in favor of the BUYER, substantially in the form of Schedule D of this Agreement. Should the BUYER pay more than the Upfront Payment on the Closing Date, the amount paid in excess of the Upfront Payment shall be treated as partial prepayment of the Purchase Price Balance which shall reduce the amount of the Installment Payments on a pro rata basis. ARTICLE V Performance Bond

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Section 5.01. Delivery of Performance Bond. As security for the faithful, full, prompt and complete performance and payment by the BUYER of its obligations under Article IV, and any other obligations under this Agreement, the BUYER shall deliver to the PMO on the Closing Date a performance bond in the form of an irrevocable standby letter of credit issued by a Qualified Bank in an amount expressed in Philippine peso and is equivalent to the next Installment Payment (the “Performance Bond”). The Performance Bond shall be maintained by the BUYER in the required amount at all times, and in full force and effect continuously without any interruption until the earlier of Full Payment Date or the effective date of termination of this Agreement. The then effective Performance Bond shall be returned to the BUYER, without interest, within three (3) Business Days from: (1) Full Payment Date or (2) the effective date of termination of this Agreement if the cause of termination is not due to a failure to pay any obligation under Article IV, or to default under the provisions of this Agreement. Section 5.02. Form and Conditions of Performance Bond. The Performance Bond shall include the following features: (a) The amount of the Performance Bond must be equivalent to at least the amount of the immediately succeeding Installment Payment, and must be expressed and payable in Philippine peso; except in the event that the BUYER opts for the partial release of TCTs as provided under Section 8.05, in which case the Performance Bond shall be adjusted in an amount equal to the Unpaid Purchase Price; (b) The Performance Bond shall guarantee that the BUYER completely, faithfully, fully, and promptly complies with each of its obligations under Article IV of this Agreement, including the payment of Installment Payments by the BUYER in accordance with this Agreement; (c) The Performance Bond must be issued by a Qualified Bank, in favor of the PMO. If the Performance Bond is issued by a foreign bank that is not licensed to do business in the Philippines, it must be confirmed by a Qualified Bank that is licensed to do business and is operating in the Philippines. Both the issuing bank and confirming bank must be Qualified Banks and acceptable to the PMO; (d) The Performance Bond is payable at sight, notwithstanding any conditions, demands, or objections by the BUYER/account party; (e) The Performance Bond must provide that if the Demand Certificate (Annex A of Schedule E) is presented by 10:00 a.m. Manila time, the issuing bank and/or confirming bank will honor the same by making payment in immediately available funds by 4:00 p.m. of the same day, in accordance with the PMO’s payment instructions and without any restrictions, conditions, inquiry, or right of objection whatsoever on the part of the issuing bank and/or confirming bank, without need of

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notice to the BUYER/account party prior to such payment and notwithstanding any conditions, demands, or objections by the BUYERuyer/account party or any other party, without the PMO having to further substantiate such demand;, otherwise the issuing bank and/or confirming bank will honor the demand certificate by 10:00 a.m. Manila time of the following Business Day; (f) The Performance Bond should state that (a) the PMO has the option to present the Demand Certificate directly to the issuing bank and/or confirming bank, should there be a confirming bank, and (b) regardless of the confirmation by a confirming bank, the PMO shall have the option to make the draw on the issuing bank; and (c) in the event that demand is made on the confirming bank, the confirming bank undertakes to pay the amount demanded by the PMO at sight; (g) The Performance Bond must be drawable at an office of the issuing bank or its confirming bank in Metro Manila, Philippines, in Philippine Peso, upon presentation of a Demand Certificate; (h) The Performance Bond must expressly state that neither the BUYER/account party nor the issuer may terminate it prior to its stated expiration date without the written consent of the PMO; (i) The Performance Bond shall be valid from the Closing Date and shall be effective for an initial period of one (1) year from date of issue, to be replaced prior to expiration every year thereafter and shall at all times remain valid, in full force and effect in the required amount until the Full Payment Date; (j) The Performance Bond shall not contain any condition to drawing other than the confirmation by the issuer that the Demand Certificate required to be delivered in connection with a drawing appears to comply on its face with the requirements of such Performance Bond; (k) The Performance Bond must provide that the PMO may make multiple drawings upon it; (l) The Performance Bond must expressly state that notwithstanding the occurrence of the stated expiration of the Performance Bond, the issuing bank or confirming bank will honor and pay for the amount drawn by the PMO as stated in the Demand Certificate; provided, that the Demand Certificate was presented to the issuing bank or confirming bank prior to the said aforestated expiration date; (m) The Performance Bond shall provide that, in case of a dispute arising from, or in connection with, the interpretation or implementation thereof, then same shall be subject to Philippine Law; and (n) The Performance Bond shall provide for a contact person and address, telephone number and facsimile of the issuing bank for notification and demand.

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The Performance Bond must contain all the requirements of paragraphs (a) to (n) above and must be in the form attached as Schedule E (“Form of Performance Bond”), which includes the form of the Demand Certificate (Annex A of Schedule E). The Confirmation of the Performance Bond issued by a confirming bank must be in the form attached as Schedule F (“Form of Confirmation of Performance Bond”), which includes the form of the Demand Certificate (Annex A of Schedule F). The form, substance, and contents of the Performance Bond and the Confirmation of the Performance Bond must be acceptable to the SELLER and the PMO. Section 5.03. Conditions and Procedure for Drawing. The PMO, shall, at its sole and exclusive option, have the right to immediately draw-on and forfeit the entire Performance Bond or any portion thereof without need of prior notice to the BUYER, on the next Business Day upon the occurrence of a Performance Bond Drawing Event. The amount of the Performance Bond drawn-on or forfeited shall be applied to the payment of the Installment Payment, or any obligation due under Article IV, or under this Agreement, as the case may be. For the avoidance of doubt, the PMO shall have the right to immediately drawon and forfeit the entire Performance Bond given by the Buyer in accordance with Section 8.05(c), on the next Business Day upon the Buyer’s failure to pay an Installment Payment on the relevant Installment Payment Date, without need of prior notice to the BUYER. In the event that such forfeiture results in full payment of the Purchase Price, the SELLER shall execute in favor of the BUYER a Deed of Absolute Sale in accordance with Section 8.02(c). The BUYER, including anyone acting on its behalf or under its direction or influence, waives its right and unconditionally undertakes that it will not apply for, seek, and/or obtain a writ of injunction, prohibition, or restraining order from any court or Governmental Body, that will enjoin, prevent, or restrain (1) the PMO from (i) making a draw-on and forfeiture of the Performance Bond, (ii) presenting the Demand Certificate to the issuing bank or confirming bank, or (iii) calling, and making a draw-on or forfeiting the Performance Bond or any portion thereof, and (2) the issuing bank or confirming bank as well as any Person from accepting the Demand Certificate presented by the PMO or from complying with its obligations and/or making payment to the PMO in accordance with the terms of the Performance Bond and its respective confirmation, when applicable. Section 5.04. Replenishment or Replacement of Performance Bond. Upon any draw-on and/or forfeiture, or the expiration of the Performance Bond, the Performance Bond shall be replenished or replaced as follows: (a) Within three (3) Business Days from any draw-on and forfeiture of the Performance Bond, the BUYER shall replenish the Performance Bond such that it is at least equivalent to the next Installment Payment, by issuing a replacement Performance Bond (and, if necessary, a confirmation thereof) effective on such

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delivery date, in the form and with the substance and contents stated in Section 5.02 to guarantee the complete, faithful, full, and prompt performance of its obligations under Article IV, or under this Agreement, including the payment of the next succeeding Installment Payment; (b) Not less than fifteen (15) calendar days prior to the stated expiration date of the Performance Bond, the BUYER shall deliver to the PMO a replacement Performance Bond (and, if necessary, a confirmation thereof) effective on such delivery date, in the form and with the substance and contents stated in Section 5.02, to guarantee the complete, faithful, full, and prompt performance of its obligations under Article IV, or under this Agreement, including the payment of the next succeeding Installment Payment; (c) In the event that the Performance Bond, or the issuing bank or the confirming bank ceases to meet the SELLER’s or the PMO’s requirements or ceases to be a Qualified Bank, within three (3) Business Days from the date of receipt by the BUYER of a notice from the SELLER or the PMO informing the BUYER of the unacceptability of the Performance Bond or the issuing bank or the confirming bank or its confirmation, the BUYER shall deliver to the PMO a replacement Performance Bond (and, if necessary, a confirmation thereof) or replacement confirmation of the then-effective Performance Bond, as the case may be. Pursuant to subsections (a), (b), and (c) above, within two (2) Business Days after the delivery and verification of any replacement Performance Bond, including the confirmation, if applicable, the SELLER or the PMO shall return to the BUYER the Performance Bond, including the confirmation, if applicable, that is being replaced by such replacement Performance Bond. Section 5.05. Failure to Replenish or Replace Performance Bond. In the event the BUYER does not replenish or deliver a replacement Performance Bond, replacement confirmation of the then-effective Performance Bond, or change the issuing bank, confirming bank, or its confirmation (as the case may be) or as otherwise required by subsections (a), (b), and (c) above, the same shall be deemed as a material breach of this Agreement which shall entitle the SELLER to enforce its rights and/or avail of any or all remedies under this Agreement and under Philippine Law.

ARTICLE VI Option to Acquire the DPWH ROW Area Section 6.01. Option to Acquire the DPWH ROW Area. In the event that the DPWH decides to acquire the DPWH ROW Area within two (2) years from the Closing Date (the “DPWH Option Period”) for the purpose of the construction of the elevated road connecting South Luzon Expressway to the C-5 Road, the BUYER agrees to sell the DPWH ROW Area to the DPWH at the DPWH ROW Area Purchase Price upon

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receipt from the DPWH of the Acquisition Notice in accordance with Section 6.03. The exercise by the DPWH of the DPWH ROW Option shall be in accordance with Republic Act 8974, “An Act to Facilitate the Acquisition of Right-of-Way, Site, or Location for National Government Infrastructure Projects and for other purposes.” Within thirty (30) days from the Closing Date, the BUYER shall cause the annotation of the DPWH ROW Option in the transfer certificate of title covering the DPWH ROW Area. The costs and expenses for the said annotation shall be borne by the BUYER. Within six (6) months from the Closing Date, the SELLER undertakes to secure the DPWH’s written acceptance of the DPWH ROW Option provided to it under this Article VI, and the terms and conditions provided herein for the exercise of the same. Section 6.02. DPWH ROW Area Purchase Price. The DPWH shall have the option to purchase the DPWH ROW Area from the BUYER at any time within two (2) years from the Closing Date, at the at the following purchase price: PP RP = -------------------x DPWH ROW Area Property Total Area Where: RP PP Property Total Area

means the purchase price for the DPWH ROW Area means the Purchase Price NPV means 740,000 square meters

Section 6.03. Exercise of the DPWH ROW Option. The DPWH may exercise the DPWH ROW Option by delivering a written notice (“Acquisition Notice”), substantially in the form of Schedule G, to the BUYER at any time during the DPWH Option Period. The Acquisition Notice shall provide that the DPWH is exercising the DPWH ROW Option and shall specify the total area where the DPWH Option is sought to be exercised, as well as the date on which the DPWH ROW Area Purchase Price shall be paid by DPWH, and the deed of absolute sale or any required transfer agreements shall be executed by the parties (hereafter, the “DPWH Option Settlement Date”). In the event that the actual area sought to be acquired by the DPWH pursuant to the DPWH ROW Option is different from or deviates from the DPWH Skyway-C-5 Connector Indicative Plan, the new DPWH ROW Area alignment shall be subject to mutual agreement between the DPWH and the BUYER, and with due consideration to the BUYER’s master development plan for the Property, prior to such acquisition. Any value added tax, documentary stamp tax, transfer and registration fees, and miscellaneous fees, and other taxes, costs, and expenses that are normally shouldered by a buyer and that may be imposed by the government in the future,

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relating to, or arising in connection with the exercise of the DPWH ROW Option or the purchase by the DPWH of the DPWH ROW Area, shall be for the account of the DPWH. Section 6.04. Payment for the Purchase of DPWH ROW Area. Payment for the DPWH ROW Area Purchase Price shall be made on the DPWH Option Settlement Date to the BUYER in the form of cash, or manager’s check or cashier’s check, or by wire transfer to an account designated by the BUYER. Section 6.05. Transfer Procedures. On the DPWH Option Settlement Date, the BUYER shall, provided that payment in full by the DPWH of the DPWH ROW Area Purchase Price has been made, deliver to the DPWH, a Deed of Absolute Sale and any other necessary transfer document or agreement for the sale of the DPWH ROW Area, and shall surrender possession of the DPWH ROW Area and deliver said property free and clear of all liens (except liens pertaining to the DPWH ROW Option, and liens annotated prior to the execution of this Agreement and carried over from TCT No. 164-2010000718), together with all documents required to transfer ownership over the DPWH ROW Area or to transfer title thereto to the DPWH. In the event that a resurvey is necessary in order to segregate the title for the DPWH ROW Area, the BUYER shall, upon receipt of the Acquisition Notice, immediately commence the segregation of the title for the DPWH ROW Area. The BUYER shall deliver or surrender to the DPWH, on Option Settlement Date, the segregated title for the DPWH ROW Area, or if not yet available on said date, within five (5) days from the issuance thereof by the Registry of Deeds. If the BUYER is unable to surrender to the DPWH the segregated title for the DPWH ROW Area on Option Settlement Date, the BUYER shall register with the relevant Registry of Deeds the Deed of Absolute Sale for the DPWH ROW Area, and shall annotate the same on the transfer certificate of title covering the Property. Section 6.08. Failure to exercise the DPWH Option. Failure by the DPWH to exercise the DPWH ROW Option on or before the expiration of the DPWH Option Period shall not prevent the DPWH from acquiring the DPWH ROW Area through expropriation or any other means allowed under and in accordance with existing law. The BUYER shall notify the DPWH in writing no later than two (2) months prior to the expiration of the DPWH Option Period of the exact expiration date of the DPWH Option Period, and providing that the failure to exercise the DPWH ROW Option on or before the said expiration date shall entitle the BUYER to commence proceedings for the removal of the annotations regarding the DPWH ROW Option on the transfer certificate of title covering the Property.

ARTICLE VII Closing, Closing Deliveries, and Closing Date

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Section 7.01. Closing Date. The consummation of the transactions contemplated hereby shall take place not later than the day falling sixty (60) days from the Award Date (the “Closing Date”);, provided that, all the conditions set forth in Section 7.02 have been satisfied or waived, unless another time, date, or place is mutually agreed upon in writing by the SELLER and the BUYER. Section 7.02. Conditions Precedent to Closing. The SELLER’s obligation to sell the Property and to take other actions required to be taken by SELLER at the Closing Date is subject to the satisfaction by the BUYER, prior to Closing Date, of the conditions hereunder which may be waived by the SELLER in whole or in part. (a) A certification in the form attached as Schedule H from a Qualified Bank, or an Acceptable Bank, that the funds for the payment of the Upfront Payment is complete and immediately ready for delivery to the PMO on the Closing Date upon receipt of the PMO’s remittance instructions from PMO by the bank issuing such certification; (b) The BUYER shall have been issued by the SELLER a Certificate of Compliance with the Post-Award Requirements, in the form attached as Schedule I; (c) The SELLER and the BUYER shall have complied with their respective Closing Deliverables under Section 7.03 and Section 7.04. Section 7.03. Closing Deliverables of Seller. SELLER shall deliver to the BUYER:

On the Closing Date, the

(a) A notarized certificate of its Corporate Secretary attesting to a resolution adopted by the SELLER’s board of directors and stockholders authorizing the sale of the Property and the execution, delivery, implementation and performance of its obligations under this Purchase Agreement; and (b) A legal opinion by the SELLER’s corporate secretary or general counsel confirming that: (1) the SELLER has (i) taken all corporate actions necessary to authorize the execution, delivery, and performance of this Agreement and (ii) obtained all approvals and authorizations required under Philippine Law to lawfully execute, deliver, and perform the obligations undertaken in this Agreement, and (2) the BUYER may enforce the obligations of the SELLER under this Agreement in accordance with its terms. Section 7.04. Closing Deliverables of the Buyer. On the Closing Date, the BUYER shall deliver to the SELLER: (a) A notarized certificate of its Corporate Secretary attesting to a resolution adopted by the BUYER’s board of directors authorizing the purchase of the Property and the execution, delivery, implementation and performance of its obligations under this Purchase Agreement; and

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(b) A legal opinion by Philippine counsel reasonably acceptable to the SELLER, substantially in the form of Schedule J, confirming that (i) the execution, delivery, and performance by the BUYER of this Purchase Agreement, including the authority of its representative to sign and execute the same for and in behalf of the BUYER, have been duly authorized by all necessary corporate actions on the part of the BUYER, (ii) this Purchase Agreement constitutes legal and valid agreements binding and enforceable against the BUYER in accordance with its terms, (iii) the BUYER has obtained all approvals and authorizations required under Philippine Law to lawfully perform the obligations arising under this Agreement, and (iv) the SELLER may enforce the obligations of the BUYER under this Purchase Agreement in accordance with the terms thereof. Section 7.05. Transition Period. During the Transition Period, the SELLER shall maintain and operate the Property in the Ordinary Course of Business. In the performance of its obligations to maintain and operate the Property, the SELLER shall not dismantle nor relocate any improvements included in the Property, unless such dismantling or relocation is necessary to operate and maintain the Property in the Ordinary Course of Business. Whenever the dismantling or relocation of the improvements included in the Property is necessary in accordance with this Section, the SELLER shall notify the BUYER within a reasonable time of such dismantling or relocation. The rights of the Parties during the Transition Period shall be as follows: (a) The SELLER shall not have any liability or responsibility for any action taken, suffered, or omitted by it in good faith, or by mistake of fact or law, or for anything it may do or refrain from doing in accordance with this Agreement, except where the consequences of such action or omission arise from the SELLER’s gross negligence or willful misconduct. (b) The risk of loss and/or damage to the Property shall remain with the SELLER. However, if the loss or damage was due to or caused by the act or omission of the BUYER, whether or not performed in bad faith, with neglect or malice, the BUYER shall fully indemnify the SELLER for such loss or damage in an amount not exceeding the Purchase Price. (c) Notwithstanding anything contained in this Agreement, all revenues derived from the Property during the Transition Period shall inure to and be for the benefit of the SELLER while those that accrue from the Turnover Date shall inure to and be for the benefit of the BUYER. Any sum received by either Party due to the other Party under this paragraph shall be given by the receiving Party to the other Party within a period of fifteen (15) days from the receipt of written demand. (d) At least ten (10) days prior to the Turnover Date, the SELLER shall provide the BUYER a list of the payment status of all Lease Contracts to be turned over to the BUYER, including, if any, advance rentals, security deposit, advance management fees, utility deposits, and such amounts to be turned over to the BUYER

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on the Turnover Date. Upon prior written request of either Party to the other, the Parties may commence to conduct a joint inventory of the Property. Thereafter, the Parties shall jointly sign the inventory report or make a notation of their disagreement with the same. Failure of a Party to appear at such inventory shall be deemed a waiver of such Party of its right to contest the inventory conducted by the other Party. Any failure of or delay in the conduct of the inventory or issuance of the said inventory report shall not affect the Turnover Date. ARTICLE VIII Rights and Obligations during the Installment Payment Period Section 8.01. Obligations of Buyer during the Installment Payment Period. During the Installment Payment Period, in addition to the obligation to make prompt payments of each Installment Payment when the same becomes due, and the obligations set forth in Section 3.03, the BUYER shall: (a) fully and commercially operate, and maintain the Property in the ordinary course of business, including undertaking the necessary repairs for the improvements included in the Property. In the performance of its obligations, the BUYER shall exercise due diligence and shall exert every effort to prevent, reduce and/or minimize any loss or damage which the Property may suffer. From Turnover Date, (i) all expenses, costs, Taxes, and fees relative to the Property, including real property taxes, and those incurred and paid to operate, manage and maintain the Property, shall be for the sole account of the BUYER, and (ii) the BUYER shall defend, indemnify, and save harmless the SELLER for any loss, damage, injury, or destruction to the Property or any Person; (b) Not alienate, dispose, dismantle, encumber the Property or any portion thereof until Full Payment Date, without the prior written consent of the SELLER; (c) Upon prior written notice to the BUYER, allow Representatives of the SELLER access to or the right to visit any part or premises of the Property at any time of the day or night and permit such Representatives to inspect any part of the Property and the conduct of its operations or witness any aspect of the performance of this Agreement; (d) Observe and comply with Philippine Law, and make the necessary filings, acquire, and maintain all the necessary permits and licenses from the proper Governmental Body relative to its purchase, operation and maintenance of the Property;

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(e) Furnish the SELLER or its Representative with such reports and information as the SELLER or its Representative may reasonably request from time to time with respect to the operation and administration by the BUYER of the Property; (f) Promptly inform the SELLER or its Representative of any event which substantially interferes or threatens to interfere with the possession, operation and maintenance of the Property or the performance of the obligations of the BUYER under Section 8.01. For purposes of this Section 8.01, in the event that a Deed of Absolute Sale for the Segregated Parcel is executed between the SELLER and the BUYER in accordance with Section 8.05, the term “Property” as used in this Section 8.01 shall, effective upon such execution, be understood to exclude the portion of the Property covered by the said duly executed Deed of Absolute Sale for the Segregated Parcel; provided that, all expenses, costs, Taxes, and fees relative to the said portion, including real property taxes, and those incurred and paid to operate, manage and maintain the same, shall be for the sole account of the BUYER. Section 8.02. Obligations of the Seller during the Installment Payment Period and after Full Payment Date. During the Installment Payment Period, unless otherwise stated herein, the SELLER will have the following obligations: (a) to defend the Property against any action that questions the SELLER’s ownership of the Property; (b) not sell, assign, transfer, convey, mortgage, pledge, create an Encumbrance or otherwise dispose of or constitute a Security Interest in and to the Property; Within thirty (30) days from the Full Payment Date, execute a deed of absolute sale in favor of the BUYER, its assignee, or successor-in-interest in the form attached as Schedule D (Deed of Absolute Sale), provided that if Full Payment Date coincides with the Closing Date, the Deed of Absolute Sale for the Property shall be executed on Turnover Date; Failure of the SELLER to comply with the obligations stated in this Section 8.02 shall not give the BUYER the right to terminate this Agreement. Subject to the terms of Article XII, the SELLER shall indemnify and hold the BUYER harmless against any loss or damage arising from its failure to comply with its obligations under this Section 8.02. Section 8.03. Obligations of the PMO during the Installment Payment Period. During the Installment Payment Period, unless otherwise stated herein, the PMO will have the following obligations:

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(a) to receive any and all Installment Payments from the BUYER for and on behalf of the SELLER. The PMO shall issue an official receipt to the BUYER within three (3) Business Days from each Installment Payment being credited to the PMO’s designated bank account; (b) to remit to the SELLER, within five (5) Business Days from the PMO’s receipt of the Installment Payment from the BUYER, the FTI Sale Proceeds Share; (c) to notify the SELLER of any default by the BUYER (i) in the payment of any Installment Payment, immediately a day after the relevant Installment Payment Date, and (ii) in the failure to replenish or replace the Performance Bond in accordance with Section 5.04. (d) Provide the SELLER or the BUYER, upon prior written request, with such reports and information as the SELLER or the BUYER may reasonably request from time to time with respect to the computation of the Unpaid Purchase Price, Installment Payments made, any Installment Payment in arrears, including accrued Late Payment Penalty, if any. (e) On the Full Payment Date, (i) issue a receipt in favor of the BUYER evidencing full payment of the Purchase Price, (ii) notify the SELLER of the PMO’s receipt of the full payment of the Purchase Price, with a confirmation that the Deed of Absolute Sale for the Property or for the remainder of the Property in the event of Section 8.05, may be executed in accordance with this Agreement, and (iii) surrender to the BUYER the Performance Bond upon execution by the Parties of the Deed of Absolute Sale. Section 8.04. Resurvey of the Property and Segregation of TCTs. Immediately from the Closing Date, the SELLER, in close coordination with the BUYER, shall have the Property resurveyed in order to determine the exact metes and bounds, delineation, or exact area of the Property. The SELLER, for its own account, shall cause the segregation of the Property from the other portions of the parcels of land presently covered by TCT No. 164-2010000718, and shall obtain a separate Transfer Certificate/s of Title covering the Property in the name of the SELLER. The SELLER shall submit to the BUYER on the Turnover Date, or if not yet available on said dTurnover Date, within five (5) days from the issuance thereof of the Registry of Deeds, a certified true copy of the said separate Transfer Certificate/s of Title for the Property. For the avoidance of doubt, the Purchase Price shall not be affected or adjusted in the event that the exact aggregate area of the Property is found, after resurvey, to be less than 740,000 square meters. Section 8.05. Request for Partial Release of Certificates of Title. At any time during the Installment Payment Period, provided a separate Transfer Certificate/s of Title for the Property has/have already been issued in the name of the SELLER as provided under Section 8.04, the BUYER may request the SELLER for the partial release and

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transfer of the certificates of title covering the Property;, provided, further, that, all the following conditions are complied with by the BUYER: (a) The Property shall be subdivided or segregated, at the sole expense of the BUYER, into as many parcels of land as shall correspond to (i) the area or portion of the Property, the Segregated Value of which can already be deemed covered by the Upfront Payment and total Installment Payments already paid to and received by the PMO; and (ii) the area or portion of the Property whose Segregated Value is equivalent to each Installment Payment to be paid on each of the remaining Installment Payment Dates in accordance with the Payment Terms. For purposes of this Section 8.05, each segregated or subdivided parcel of the Property shall be referred to as “Segregated Parcel,” and the term “Segregated Value” shall mean the purchase price per square meter of the Property (computed by dividing the Purchase Price with the total area of the Property) multiplied by the total number of area of the Segregated Parcel. (b) The BUYER shall cause the issuance of separate certificates of title in the name of the SELLER, corresponding to each Segregated Parcel (the “Segregated TCTs”); and (c) The BUYER shall replace or replenish the Performance Bond such that it covers an amount equivalent to at least the Unpaid Purchase Price. For the avoidance of doubt, any Segregated TCT shall only be released by the SELLER to the BUYER (i) upon the full payment by the BUYER of the Segregated Value of the Segregated Parcel covered by the relevant Segregated TCT, (ii) the execution of the Deed of Absolute Sale for the Segregated Parcel, in the form of Schedule K, and (iii) only upon verification by the SELLER and the PMO that the amount of the Performance Bond has been adjusted such that it is equivalent to at least the Unpaid Purchase Price.

ARTICLE IX Representations and Warranties Section 9.01. Seller’s Representations and Warranties. The SELLER represents and warrants to the BUYER on the Closing Date, except as provided herein, that: (a) It is a corporation duly incorporated and existing under Philippine law, with full legal right and authority to execute and deliver this Agreement and to perform and observe the terms and conditions thereof;

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(b) The execution, delivery, and performance of this Agreement by the SELLER has been duly authorized by all requisite corporate actions on the part of the SELLER and no further corporate action or proceeding on the part of the SELLER is necessary to authorize the execution, delivery, and performance by the SELLER of this Agreement; (c) This Agreement has been duly executed and delivered by it and will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by Philippine Law. Each Person executing and delivering this Agreement on behalf of the SELLER and any other document required to be executed and delivered by the SELLER under this Agreement has been duly authorized by it to execute and deliver such document; (d) Neither the execution nor delivery of this Agreement by the SELLER, nor the performance by the SELLER of this Agreement does or will: (i) violate or contravene any provision of Philippine Law or (ii) conflict with or violate any provisions of its charter; (e) The SELLER has legal, and valid, and superior title to the Property, and except for the Tesoro Lis Pendens, the Property is free and clear of any liens, charge,s and encumbrances of whatsoever nature, and that there are no claims to the title thereof by any Person or Persons with right of ownership or possession pending before any court, tribunal or quasi-judicial body. The SELLER has the legal right and title to (i) transfer possession of the Property to BUYER on the Turnover Date, and (ii) transfer legal title and ownership to the BUYER on (x) the Full Payment Date; provided that, the Deed of Absolute Sale which is a prerequisite to transfer legal title to the BUYER shall only be executed by the SELLER in accordance with Section 8.02(c), or (y) upon execution of the Deed of Sale for the Segregated Parcel as allowed under Section 8.05; (f) All real property tax and assessments due on the Property for the past years and the current year until the Closing Date have been paid. Except for the representations and warranties provided in this Section 9.01, the SELLER makes no other representation or warranties as regards the Property. Section 9.02. Buyer’s Representations and Warranties. The BUYER represents and warrants to the SELLER from the Closing Date until the Full Payment Date, except as provided herein, that: (a) It is a corporation duly organized, validly existing, and in good standing under the Philippine Law, and it shall preserve and maintain in full force and effect its existence as a corporation duly organized under Philippine Law and/or its qualifications to do business in the Republic of the Philippines;

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(b) It has full corporate power and authority to execute, deliver and perform this Agreement, and has obtained or affected all consents, approvals, authorizations, permits, licenses, Orders, filings with, or notifications to, any Governmental Body or any other third party necessary for the valid execution, delivery, and performance of this Agreement, and all such consents, approvals, authorizations, permits, licenses, Orders, filings, and notifications remain in full force and effect; (c) The execution, delivery, and performance of this Agreement has been duly authorized by all requisite corporate actions of the BUYER, and no further corporate action or proceeding on its part is necessary to authorize the execution, delivery, and performance of this Agreement; (d) This Agreement has been duly executed and delivered by the BUYER constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by Philippine Law relating to bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally or by principles governing the availability of equitable remedies. Each person executing and delivering this Agreement on behalf of the BUYER and any other document required to be executed and delivered by the BUYER under this Agreement have been duly authorized by the BUYER to execute and deliver such document; (e) The execution, delivery, and performance of this Agreement by the BUYER does not or will not: (i) violate or contravene any provision of Philippine Law; (ii) conflict with or violate any provision of its organizational document; and (iii) conflict with or result in the breach of or constitute a default (or an event which with notice or lapse or time or both would become a default) under, or give to others any rights of termination, cancellation or acceleration of, or result in the creation of any security interest on any of the assets or properties of the BUYER pursuant to any of the terms, conditions, or provisions of, any note, bond, mortgage, indenture, permit, license, franchise, lease, contract, agreement, or any instrument or obligation to which the BUYER is a party or by which any of its properties or assets are bound or affected; (f) Neither it nor its Representatives have (i) offered, either directly or indirectly, any government officer, or official or employee of the SELLER, including its Representatives and advisors, any consideration or commission for this Agreement, and (ii) exerted or utilized any corrupt or unlawful influence to secure or solicit this Agreement for any consideration or commission. If any commission is being paid to any private person, the BUYER shall disclose the name of the person and the amount being paid; (g) No arbitrator, court or other Governmental Body has issued any injunction, writ, preliminary or temporary restraining order or other Order of any nature against the BUYER in connection with the transactions contemplated in this Agreement. The BUYER is not a party to any legal, administrative, arbitral, investigative, or other proceeding or controversy pending, or to the best of the

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BUYER’s knowledge, threatened, that would adversely affect the BUYER’s ability to perform its obligations under this Agreement; (h)

The BUYER shall at all times fully comply with Philippine Law;

(i) Neither it nor any of its assets or revenues, has any immunity from jurisdiction or execution; (j) No bankruptcy, suspension of payments arising from or in connection with bankruptcy, winding-up, liquidation, receivership, corporate rehabilitation, reorganization due to financial difficulty, re-adjustment of debt, dissolution or similar proceedings of or relating to the BUYER has been commenced or is contemplated; (k) It, including anyone acting on its behalf or under its direction or influence, waives its right and unconditionally undertakes that it will not apply for, seek, and/or obtain a writ of injunction, prohibition or restraining order from any court or Governmental Body, that will enjoin, prevent, or restrain (i) the SELLER or the PMO from calling, making a draw-on and/or forfeiting the Performance Bond, or any portion thereof, (ii) the issuing bank or confirming bank, as well as any Person from complying with its obligations and/or making payment to the SELLER in accordance with the terms of the Performance Bond, and their respective confirmation, when applicable; (iii) any person that will affect the performance and/or compliance by the BUYER of its obligations under this Agreement; and (iv) the SELLER from enforcing any of its rights under this Agreement, including Subsequent Privatization Proceedings, if applicable; (l) There is no pending Proceeding by or against the BUYER that challenges or may have the effect of preventing, delaying, making illegal, or otherwise interfering with the execution and performance of its obligations under this Agreement and other agreements giving effect to any of the contemplated transactions under this Agreement, and to the BUYER’s knowledge, no such proceeding has been threatened; (m) The BUYER has the financial capability that it represented to have as contained in its Bid Documents; (n) On the Closing Date, the BUYER has immediately available funds to pay the Upfront Payment which shall be paid to the PMO in accordance with Section 4.02, and credited to the account specified or designated by the PMO where the payment of the Upfront Payment should be deposited; (o) It and its Representatives have conducted an independent investigation, analysis, and verification of the quality, quantity, and condition of the Property, and the business, operations, and prospects of the Property. The BUYER and its Representatives have been provided adequate access to the Property, Data Room, personnel, premises, and records of SELLER, including relevant transactions pertaining to the Property. Except for the representation and warranties made by the

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SELLER in Section 9.01, the BUYER has not relied upon any representation or warranty, expressed or implied, oral or written, as to the Property, its, condition, fitness for any particular purpose, merchantability, liabilities, prospects, or the completeness of any information provided by the SELLER. The BUYER voluntarily entered into this Agreement and the transactions contemplated herein; (p)

It has purchased the Property on an “AS-IS-WHERE-IS” basis;

(q) Other than Tax liabilities which are being contested in good faith in accordance with Philippine Law, the BUYER is free and clear of any material Tax liabilities as of the Bid Submission Deadline and undertakes to make timely payments of all Tax assessments, including income and business taxes; and (r) It is not prohibited by Philippine Law from entering into a contract with any Governmental Body; The breach by the BUYER of any of its representations and warranties under this Section 9.02 shall be considered a material breach which entitles the SELLER to draw-on the Performance Bond and/or terminate this Agreement under Section 15.01(b). Unless prohibited by law, the SELLER shall have the option to waive in writing any of the representations and warranties contained in this Section 9.02. Section 9.03. BUYER’s Acceptance of Property and Title. The BUYER acknowledges and agrees, that except for the representations and warranties contained in Section 9.01, neither the SELLER, the PMO, nor any person acting for the SELLER, makes any other representation or warranty, express or implied, about the Property or any matter related to this Agreement. The BUYER represents that the Property, the title thereto, the structures erected thereon, any subsurface thereof, and the present uses and non-uses thereof have been examined by the BUYER. The BUYER accepts the same in the condition in which they now are, without representation or warranty, express or implied, in fact or by law, by the SELLER or the PMO, except those contained in Section 9.01, and without recourse to the SELLER or the PMO as to the nature, conditions, or usability thereof, or the uses of which the Property may be put. The BUYER absolutely releases the SELLER from any liability whatsoever arising from any defect or deficiency on the Property and as to any and all matters which has not been warranted by the SELLER in Section 9.01. Section 9.04. PMO’s Representations and Warranties. The PMO represents and warrants to the BUYER and the SELLER from the Closing Date until the Full Payment Date, except as provided herein, that: (a) It is a government agency created under Executive Order No. 323 dated December 6, 2000, and has full power and authority to execute, deliver, and perform its obligations under this Agreement;

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(b) The execution, delivery and performance of this Agreement by the PMO is duly authorized under Executive Order No. 323, and apart from the approval from the PrC, no further action or proceeding on the part of the PMO is necessary to authorize the execution, delivery and performance by the PMO of this Agreement; (c) This Agreement has been duly executed and delivered by it and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by Philippine Law. The Person executing and delivering this Agreement on behalf of the PMO and any other document required to be executed and delivered by the PMO under this Agreement is duly authorized under existing law to execute and deliver such document; (d) Neither the execution nor delivery of this Agreement by the PMO, nor the performance by the PMO of this Agreement does or will: (i) violate or contravene any provision of Philippine Law or (ii) conflict with or violate any provisions of Executive Order No. 323; and (e) It is authorized under Philippine Law, to receive, for and on behalf of the SELLER, the Upfront Payment and each Installment Payment made by the BUYER under and in accordance with this Agreement. ARTICLE X Covenants Section 10.01. Covenants of the Seller during the Transition Period. During the Transition Period, the SELLER undertakes and covenants as follows: (a) Except as may be necessary to comply with Philippine Law, upon advance notice and request from the BUYER of at least three (3) Business Days, and specifically stating the itinerary and the place to be visited and investigated, the SELLER will (i) afford the BUYER and its Representatives reasonable access during normal business hours to the Property, contracts, books, records, and other relevant documents to apprise the BUYER of the condition, conduct of operation, and maintenance of the Property; (ii) afford the BUYER and its Representatives, and subcontractors reasonable access to the Property for the purpose of complying with its responsibilities during the Transition Period; and (iii) furnish the BUYER and its Representatives with such additional financial, operating, and other data and information relating to the Property as the BUYER may reasonably request. The BUYER’s rights under this Section, including its right to reasonable access to the Property, contracts, books and records relative to the Property shall be subject to the condition that the BUYER and its Representatives shall (i) at all times be accompanied by a Representative of the SELLER and (ii) strictly abide by the corporate

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policies being implemented at the FTI Complex where the Property is located. The BUYER shall hold confidential, and shall cause its Representatives to hold confidential, all information obtained pursuant to this Section in accordance with the terms of the Confidentiality Agreement executed by the BUYER as an interested party as part of the ASBR. Until the Turnover Date, nothing in this Section 10.01 shall be deemed an authorization for the BUYER or anyone acting on its behalf to restrict or interfere with the rights of the SELLER in the operation, maintenance or preservation of the Property. (b) Except as otherwise expressly permitted by this Agreement, during the Transition Period, the SELLER will not, without the prior written consent of the BUYER, which consent shall not be unreasonably withheld: (i)

(ii)

(iii)

take any affirmative action or fail to take any reasonable action within its control, exercising ordinary diligence, as a result of which any of the representations of the SELLER in Section 9.01 shall be untrue; enter into any contract or commitment involving the Property or any portion thereof, or which would otherwise impose on the BUYER additional obligations which are not or have not or could not have been reasonably anticipated by the BUYER based on the documents made available in the Data Room; or extend or allow the extension of the terms of, or otherwise amend, modify, rescind, or terminate, any of the Lease Contracts.

In case the SELLER does not obtain the prior written consent of the BUYER as required under this Section 10.01(b), the SELLER’s failure to obtain such consent shall not constitute a breach of this Agreement and would not entitle the BUYER to terminate this Agreement;, provided, that, the BUYER shall not assume any cost or obligations associated with the contracts or commitments that exceed the thresholds specified in subsection (ii). Furthermore, any extension of term, modification or amendment, rescission or termination of any of the Lease Contracts, made during the Transition Period without the prior written consent of the BUYER shall entitle the BUYER to seek indemnification from SELLER under Section 12.02. On or before the Turnover Date, the SELLER shall notify the BUYER in writing of such contracts, or commitments, or any such amendments to the Lease Contracts, wherein the costs or obligations thereof are to be assumed by the BUYER as provided for in this Section 10.01(b). The SELLER’s failure to give such notice shall not constitute a breach of this Agreement and would not entitle the BUYER to terminate this Agreement. Subject to the terms of Article XII, the SELLER shall indemnify and hold the BUYER harmless against any loss or damage arising from its failure to comply with its obligations under this Section 10.01(b).

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(c) The SELLER shall not, without the prior written consent of the BUYER, which consent shall not be unreasonably withheld, sell, assign, transfer, convey, create (or permit the creation of) any Encumbrance or Security Interest upon, or in any manner dispose of the Property, unless such sale, assignment, transfer, conveyance, the creation of any Encumbrance or Security Interest, or disposal is in the Ordinary Course of Business and will not materially affect the rights and interests of the BUYER in the Property. (d) The SELLER shall pay all real property tax and assessments due on the Property for the period covering the Closing Date until the Turnover Date. (e) The SELLER shall cause the cancellation of the Tesoro Lis Pendens annotated on TCT No. 164-2010000718.; (f) The SELLER shall give notice of the sale of the Property to the BUYER and the consequences thereof to its lessees, and the occupants of the Property and the PEZA Area, as well as third parties affected by such sale, including the City Government of Taguig, the National Food Authority, Manila Water Company, Inc., the DPWH, and the DOTC. Upon the written request of the BUYER, which request shall not be unreasonably denied by the SELLER, and subject to the existing provisions of the Lease Contracts, the SELLER shall include in its notices to the lessees the termination of such leases and their effective dates of termination. (g) The SELLER shall process the application for the issuance of a new tax declaration for the Property, in the name of the SELLER, duly classified based on its current actual and predominant use for commercial purposes (other than areas allocated as road lots). (h) Prior to the Closing Date, the SELLER shall secure from Sunshine Sports Product Philippines, Inc. a written waiver of its right of first refusal to purchase its leased area, granted under Section 23 of its Lease Contract dated 16 April 1991, as supplemented. Section 10.02. Covenants of the Buyer during the Installment Payment Period. During the Installment Payment Period, the BUYER undertakes and covenants as follows: (a) Certificate of No Default. On each Installment Payment Date, the BUYER shall deliver to the SELLER, a certificate of no default issued by a Responsible Officer of the BUYER certifying to the items provided in Section 11.02(c). (b) Compliance with Statutes. The BUYER shall comply with Philippine Law in respect of the conduct of its business and its operation and maintenance of the Property (including applicable statutes, regulations, orders and restrictions relating to the use of the Property, as well as those relating to environmental standards and controls).

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(c) Dissolution, Merger, Sale of Assets. At any time until the Full Payment Date, the BUYER shall not (i) liquidate, wind-up, or dissolve its affairs or enter into any transaction of merger or consolidation, unless the BUYER is the surviving entity and, after giving effect to such event, no default under this Agreement will result therefrom; or (ii) other than in the ordinary course of business, convey, sell, dispose, or otherwise transfer or dispose of all or substantially all of its property, assets or business; (d) Equity Transfers. The BUYER shall ensure at all times that the sale by the existing shareholders of the BUYER of the BUYER’s shares of stock or issuance or reissuance of any of the BUYER’s shares of stock to any Person, will not (i) impair or adversely affect the performance by the BUYER of its obligations, representations, undertakings and warranties under this Agreement or (ii) cause the BUYER to breach such obligations, representations, undertakings, and warranties; (e) Indebtedness. It shall not contract, create, incur, assume, or suffer to exist any Indebtedness that will (a) impair or adversely affect the performance by the BUYER of its obligations, representations, undertaking, and warranties under this Agreement, or (b) cause the BUYER to breach such obligations, representations, undertakings, and warranties; (f) Licenses and Permits. During the Installment Payment Period, it shall obtain and at all times maintain in full force and effect all permits, licenses, and other governmental approvals required for the BUYER to for the performance of its obligations under this Agreement; (g) No Liens. Until the Full Payment Date, the BUYER shall not lease, mortgage, grant, permit to exist, or create, or cause to create any Encumbrance or Security Interest on the Property (except on the portion thereof covered by a Deed of Absolute Sale for Segregated Parcels duly executed in accordance with Section 8.05) without the prior written consent of the SELLER; (h) Registration or Annotation of this Agreement and the DPWH ROW Option. The BUYER, at its own expense, shall take all actions reasonably necessary to register (i) this Agreement with the Registry of Deeds ofor Taguig City and annotate the same on the relevant transfer certificates of title covering the Property, and (ii) the DPWH ROW Option as provided under Article VI of this Agreement, and annotate the same on the relevant transfer certificates of title covering the DPWH ROW Area. (i) Taxes. The BUYER shall (i) pay and discharge on time, all Taxes (except taxes on income from the sale of the Property, which shall be for the account of the SELLER), assessments and governmental charges levied or assessed against the BUYER and on the Property (except to the extent that Taxes, assessments and governmental charges may be, or have been, contested in good faith; provided, that such Taxes, assessments and governmental charges are paid promptly after a final

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determination upholding any tax, assessment or charge); (ii) pay all Taxes (including documentary stamp taxes) duties, fees, or other charges payable on or in connection with the execution, issue, delivery, registration, or notarization, or for the legality, validity, or enforceability of this Agreement, in each case prior to the date on which penalties attach thereto, and (iii) timely file all returns relating thereto. It shall at all times comply with Executive Order No. 398 dated January 12, 2005 (Directing Timely and Complete Payment of Taxes as a Precondition for Entering Into, And as a Continuing Obligation in Contracts with the Government, Its Departments, Agencies and Instrumentalities). The BUYER shall submit to the SELLER certified copies of tax clearances issued by the proper Governmental Body or other proofs of payment of the Taxes due acceptable to the SELLER within ten (10) days from the earlier of the (i) actual payment thereof or (ii) due date indicated in the assessment. The breach by the BUYER of any of its covenants under this Section 10.02 shall be considered a material breach which entitles the SELLER to draw-on the Performance Bond and/or terminate this Agreement under Section 15.01(b). Unless prohibited by law, the SELLER shall have the option to waive in writing any breach by the BUYER of any of its covenants contained in this section 9.02. Section 10.03. Perpetual Road Right of Way for certain locators in the FTI Complex. The BUYER hereby grants a perpetual easement of right of way in favor of the following: (a) The SELLER, and the lessees, or locators occupying the PEZA Area (the “PEZA Locators”), and their employees, personnel, contractors, customers, and visitors, via the existing Perimeter Road along Cucumber Road which commences from the intersection of Bagsakan Road, Cucumber Road and FTI Avenue, and ends at the East Service Road, as shown in the Lot Plan of the FTI Complex found in Schedule A-1 (“FTI Complex Lot Plan”); (b) The SELLER, and the National Food Authority, and their employees, personnel, contractors, customers, and visitors, via the existing Perimeter Road along Cucumber Road which commences from FTI Avenue going towards Cucumber Road, and ends at the East Service Road, as shown in the Lot Plan of the FTI Complex found in Schedule A-1 (“FTI Complex Lot Plan”); (c) The SELLER, the Manila Water Sewerage System, and the occupants of Lot 35, and their employees, personnel, contractors, customers, and visitors, via the existing Perimeter Road along Langka Road and Rambutan Road, commencing from the intersection of Langka Road and DBP Avenue going towards Rambutan Road, and ends at East Service Road, as shown in the Lot Plan of the FTI Complex found in Schedule A-1 (“FTI Complex Lot Plan”); and (d) The SELLER, lessees and occupants of Lot 91, and their employees, personnel, contractors, customers, and visitors, via the existing Perimeter Road along

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Cucumber Road which commences from Bagsakan Road going towards cucumber road, and ends at the East Service Road, as shown in the Lot Plan of FTI Complex found in Schedule A-1 (“FTI Complex Lot Plan”); The use of the roads subject of the easement under this Section 10.03, except portions of the Perimeter Road, shall be subject to the payment by the easement grantees to the BUYER of reasonable fees for the maintenance and security expenses incurred by the BUYER for the aforesaid roads. Section 10.04. Usufruct Agreement with City Government of Taguig for Perimeter Road. The BUYER shall assume the rights and obligations of the SELLER under the Usufruct Agreement dated March 15, 2004, entered into between the City Government of Taguig and the SELLER as regards, and insofar as it covers the use and maintenance of the Perimeter Road. Section 10.05. Access to the DOTC Area. During the negotiations for the acquisition by the DOTC of the DOTC Area, the SELLER shall exert best efforts to seek the consent of DOTC to allow the BUYER and all occupants of the FTI Complex, their employees, personnel, contractors, customers, and visitors, access to the DOTC Area, particularly allowing them to use the roads constructed or to be constructed therein, for the sole purpose of providing the BUYER and the occupants of the FTI Complex, their employees, personnel, contractors, customers, and visitors, access to and from the East Service Road. ARTICLE XI Records and Periodic Reporting Section 11.01. Records. During the Installment Payment Period, the BUYER shall maintain complete and accurate books and records in which it shall make full, true, complete, and correct entries of all its transactions pertaining to the operation of the Lease Contracts, in accordance with the PFRS. The BUYER shall maintain a complete and updated copy of such books and records and shall provide the Representatives of SELLER, at the cost and expense of the BUYER, access to such books and records during normal business hours after a two (2) day advance written request. Section 11.02. Reporting Obligations. During the Installment Payment Period, the BUYER shall deliver to the SELLER: (a) within five (5) Business Days after the BUYER becomes aware of any event, circumstance, or condition which, with the giving of notice, the lapse of time, or both, would make BUYER default or breach any provision of this Agreement, a notice describing such event, circumstance, or condition in reasonable detail;

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(b) within five (5) Business Days after the BUYER becomes aware of any event, circumstance or condition which could have a significant effect on this Agreement and the obligations of the Parties herein, notice of such event, circumstance, or condition; (c) On each Installment Payment Date, a certificate, signed under oath by a Responsible Officer of the BUYER, certifying that (i) such Responsible Officer has made or caused to be made a review of the financial condition of the BUYER during the relevant fiscal period and that such review has not, to the best of such Responsible Officer’s knowledge, disclosed the existence of any event or condition which constitutes a breach or default of BUYER’s obligations under this Agreement, or if any such event or condition existed or exists, the nature thereof and the corrective actions that the BUYER has taken or proposes to take with respect thereto and (ii) the BUYER currently complies in all material respects with its obligations under this Agreement or, if such is not the case, stating the nature of such non-compliance and the corrective actions which the BUYER has taken or proposes to take with respect thereto; and (d) From time to time, with reasonable promptness after the occurrence of any default or breach of any provisions of this Agreement, or event, circumstance, or condition which could result in a significant effect on this Agreement and the obligations of the Parties, such other information regarding the financial condition, operations or business of the BUYER that SELLER may reasonably request in order to monitor the performance of the BUYER under this Agreement.

ARTICLE XII Indemnification Section 12.01. Survival. All representations, warranties, covenants, and obligations in this Agreement by each of the Parties will survive the period(s) set forth in Section 12.04. Section 12.02. Indemnification by Seller. Subject to Section 13.02, the SELLER shall indemnify and hold the BUYER harmless against any loss or damage arising from or due to: (a) material breach of any representation or warranty made by the SELLER in Section 9.01; and (b) material breach by the SELLER of any of its covenants or obligations in the Agreement. Section 12.03. Indemnification by Buyer. The BUYER shall indemnify and hold the SELLER harmless against any loss or damage arising from or due to:

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(a) material breach of any representation or warranty made by the BUYER in Section 9.02; and (b) material breach by the BUYER of any of its covenants or obligations in the Agreement. Section 12.04. Time Limitations. (a) If the Turnover Date occurs, the SELLER shall have no liability (for indemnification or otherwise) for breach unless it is solely attributable to the SELLER of (i) any covenant or obligation to be performed or complied with up to the Turnover Date, except for SELLER’s obligation under last paragraph of Section 3.03(a), or (ii) any obligation, representation, or warranty, unless on or before the first anniversary of the Turnover Date the BUYER notifies the SELLER in writing of a claim which must be attributable to the SELLER for causes occurring prior to the Turnover Date and not previously disclosed by the SELLER. The notice must specify the factual basis of the claim in reasonable detail to the extent known by the BUYER. If the liability is related to Tax pertaining to the Property or imposed by a Governmental Body arising before the Turnover Date, the time limitation stated in this Section 12.04 shall not apply. For the avoidance of doubt, once the Turnover Date occurs, the SELLER shall not have any liability for any breach of a representation or warranty by the SELLER specified in Section 9.01, except for its representation or warranty on the ownership of the Property and those in paragraph (f) of Section 9.01. (b) If the Full Payment Date occurs, the BUYER shall have no liability (for indemnification or otherwise) for breach of (i) a covenant or obligation to be performed or complied with before the Full Payment Date, or (ii) a representation or warranty, unless on or before the first anniversary of the Full Payment Date, the SELLER notifies the BUYER in writing of a claim accruing on or before the Full Payment Date, specifying the factual basis of that claim in reasonable detail to the extent then known by the SELLER. Section 12.05. Limitation for Knowledge. No Party may claim from the other Parties for any cause of action which it had no knowledge of but should have known in the exercise of ordinary diligence with respect to any matter pertaining to this Agreement, including the Property, and any ancillary matter necessary to accomplish the objectives of this Agreement, unless the other Party or Parties concealed any matter pertaining to the aforementioned. Section 12.06. Indemnification for Third-Party Claims. (a) Promptly after receipt by a Party entitled to indemnity (the “Indemnified Party”) of a notice of the assertion of a third-party claim against it for causes attributable to the other Party (the “Indemnifying Party”), the Indemnified Party will, if a claim is to be made against the Indemnifying Party, give written notice to the Indemnifying Party of the assertion of such claim. Without prejudice to the period set by Section 12.04, if notice is not given

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within ninety (90) days from the date of receipt of a third-party claim, the Indemnifying Party will not be liable to the Indemnified Party. (b) If any claim referred to in Section 12.06(a) is brought against an Indemnified Party by means of a Proceeding and the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceeding, the Indemnifying Party will be entitled to participate in such Proceeding and to the extent that it wishes (unless (i) the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding) to assume the defense of such Proceeding with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Section for any fees of counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the Indemnified Party in connection with the defense of such Proceeding other than reasonable costs of investigation. Section 12.07. General Provisions on Indemnification. (a) Each of the Parties will take all reasonable steps to mitigate loss or damage upon becoming aware of any event that could reasonably be expected to give rise to a loss or damage. (b) In the determination of any loss or damage, the following shall be taken into account: (i) the amount of any Tax benefit or Tax detriment inuring to a Party arising from the facts and circumstances giving rise to the loss or damage and (ii) any insurance proceeds received by a Party on account of the loss or damage. The Parties shall act in good faith in the determination of such loss or damage and to amicably settle the matter.

ARTICLE XIII Remedies Section 13.01. SELLER’s Remedies. Upon the occurrence of any breach by the BUYER that entitles the SELLER to enforce its rights, including the draw-upon and forfeiture of the Performance Bond, or the termination of this Agreement, the SELLER may exercise remedies granted in favor of or otherwise made available to the SELLER both under this Agreement and Philippine Law. The SELLER shall have the option to extend any period imposed under this Agreement for the BUYER to comply with its obligations. Notwithstanding anything contained in this Agreement, the BUYER shall be liable to the SELLER for legal interest accruing until actual payment of the SELLER’s claims, damages, and costs of suit.

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Except as provided in this Agreement, the SELLER agrees that the BUYER shall not be liable for incidental, consequential, or punitive damages, including loss of profits sustained or claimed by the SELLER. Section 13.02. BUYER’s Remedies. Upon the occurrence of any breach by the SELLER during the Installment Payment Period, the BUYER may exercise the remedies granted under this Agreement and under Philippine Law. The exercise of any remedy by the BUYER under this Agreement and under Philippine Law shall be mutually exclusive and shall be deemed a waiver of other remedies. Notwithstanding anything contained in this Agreement, in the event of a breach by the SELLER of the terms of this Agreement, the maximum aggregate liability of the SELLER shall not exceed fifty percent (50%) of the total Installment Payments actually received by the PMO, regardless of the remedy that BUYER chooses to exercise. The BUYER unconditionally agrees that the SELLER shall not be liable for incidental, consequential, or punitive damages, including loss of profits sustained or claimed by the BUYER. ARTICLE XIV The FTI Buildings Section 14.01. Insurance Requirements for FTI Buildings. From the Turnover Date and during the Installment Payment Period, the BUYER shall, at its own cost and expense, procure and maintain, for so long as such policies remain available on commercially reasonable terms, policies that insure the FTI Buildings against property damage or loss, whether partial or total. Each such policy shall: (a) Cover claims, losses or damages caused by risks which a prudent owner and operator of the FTI Buildings, operating in markets similar to the Philippines, would generally insure against; (b)

Expressly identify the SELLER as the primary beneficiary or loss payee;

(c) Contain a provision under which the insurers agree to pay the claim of the SELLER immediately without prejudice to its right to be subrogated to the rights of the SELLER against the BUYER; (d) State that the policy may not be canceled or changed without SELLER’s prior written consent; and (e) State that the BUYER shall not assign any rights arising out of such policy to any third party and that the insurer may not recognize any such third party as an additional insured or sole loss payee, in each case without SELLER’s prior written consent.

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On the Turnover Date, the BUYER shall reimburse the SELLER for the proportionate portion of any insurance premium already paid by the SELLER pertaining to the Property from Turnover Date until the expiration of such insurance policy. The BUYER’s obligation to procure insurance on Turnover Date under this Section 14.01 shall commence only upon the expiration of the insurance policy for which reimbursements were made by the BUYER under this paragraph. For the avoidance of doubt, upon execution of the relevant Deed of Absolute Sale for Segregated Parcels, as allowed under Section 8.05, the BUYER shall not have the obligation to maintain insurance, as required under this Section 14.01, for buildings erected on portions of the Property covered by the said Deed of Absolute Sale for Segregated Parcels. Section 14.02. Demolition of FTI Buildings. During the Installment Payment Period, the BUYER shall not demolish, dismantle, tear down, or otherwise change the original condition of the FTI Buildings on the Turnover Date, without prior written consent from the SELLER and subject to mutual terms and conditions. In the event that the BUYER demolishes, dismantles, or tears down any of the FTI Buildings, without the prior written consent of the SELLER, the BUYER shall pay the SELLER the value of the FTI Building demolished or dismantled, as determined by the Commission on Audit, without prejudice to the right of the SELLER to terminate this Agreement in accordance with Section 15.01. For the avoidance of doubt, upon execution of the relevant Deed of Absolute Sale for Segregated Parcels, as allowed under Section 8.05, this Section 14.02 shall not apply for buildings erected on portions of the Property covered by the said Deed of Absolute Sale for Segregated Parcels. ARTICLE XV Termination Section 15.01. Termination Events. This Agreement may, by written notice and subject to Section 15.02, be terminated by the SELLER upon the occurrence of any of the following events: (a) failure of the BUYER to pay the entire Accelerated Payment on Accelerated Payment Date; (b) failure of the BUYER to cure a material breach of its obligations under this Agreement within thirty (30) days from receipt of written notice of such breach from SELLER. For the avoidance of doubt, the breach of any of the provisions, including Sections 3.03, 8.01, 9.02, 16.01 and 16.02, and Articles IV, V, VI, X, XI, and

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XIV, or any portion of the said Sections and Articles, shall be considered a material breach under this Section; Upon the occurrence of the Full Payment Date, the BUYER shall have no right to terminate the Agreement. Section 15.02. Effect of Termination. If this Agreement is terminated during the Installment Payment Period, the BUYER shall turnover the control, possession, and operation of the Property to the SELLER no later than the effective date of termination provided in Section 15.03. Within a period of sixty (60) days from the actual turnover of the control, possession, and operation of the Property to the SELLER, the SELLER shall inspect the Property and any and all improvements erected thereon for purposes of determining whether (i) there have been improvements included in the Property that have been dismantled, torn down, demolished or otherwise changed from their original condition on Turnover Date, and (ii) there are improvements which have been erected by the BUYER during the Installment Payment Period. (a) In the event of the termination of the Agreement by the SELLER during the Installment Payment Period due to the fault of the BUYER pursuant to Section 15.01, the SELLER shall be entitled to a forfeiture of the sum of the Upfront Payment and the total Installment Payments actually paid to and received by PMO, and any and all improvements erected by the BUYER on the Property during the Installment Payment Period shall accrue to the SELLER, without cost. (b) In the event of termination of this Agreement under Section 15.01, the SELLER’s right to pursue all legal remedies, in addition to the consequences of termination specified herein and subject to Article XIII, and Section 16.07, will survive such termination unimpaired. (c) In case of termination of this Agreement, the SELLER or the PMO shall have the option to conduct Subsequent Privatization Proceedings, at any time at its sole discretion. The BUYER acknowledges and agrees that it shall not bar or cause any action to prohibit the SELLER or the PMO from commencing or undertaking Subsequent Privatization Proceedings. (d) Upon the effective date of termination in accordance with Section 15.03, all proceeds and revenues derived from any and all rentals of the Property, whether covered by the Lease Contracts or under new lease contracts entered into by the BUYER during the Installment Payment Period, shall inure to and be for the benefit of the SELLER. (e) Anything in this Agreement to the contrary notwithstanding, the termination of this Agreement shall not entitle the BUYER to collect from the SELLER or the PMO for any claim, cost, damage, expense, fee, sum, and/or Tax incurred by the BUYER from the commencement of the bidding process up to and including the

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date of termination of this Agreement, neither shall the SELLER be liable for any termination payment. Section 15.03. Procedure for Termination. The SELLER shall notify the BUYER in writing specifying the reason for termination at least thirty (30) days prior to the effective date of termination. Should the cause of termination be under Section 15.01(a), the termination shall be effective immediately upon the receipt of the BUYER of the notice of termination. The right to terminate this Agreement shall be without prejudice to the right of the SELLER to exercise remedies granted in favor of or otherwise available to it under Philippine Law, subject to the limitations contained in this Agreement. After the service of the notice of termination but prior to the effective date of termination under Section 15.03, should termination be by reason of Section 15.01(b), the SELLER may, but is not obligated to accept the BUYER’s payment, compliance, and/or delivery of its obligations under this Agreement. In such a case, the BUYER shall be regarded to have been in delay in the compliance of its obligations and the effects and consequences of such delay, including the draw on and forfeiture of the Performance Bond shall be governed by the provisions of this Agreement and Philippine Law. ARTICLE XVI Miscellaneous Section 16.01. Taxes. The BUYER shall: (i) pay any and all costs, expenses, fees, and Taxes (except income tax for the sale of the Property, which shall be for the account of the SELLER), all documentary stamp taxes payable, arising out of, related to or in connection with this Agreement (including any Taxes applicable to any draws made upon the Performance Bond) and the Deed of Absolute Sale including the execution, amendment, or other modification of this Agreement and the Deed of Absolute Sale, and (ii) pay all costs, expenses, fees, and Taxes related to and arising from its exercise or performance of its obligations under this Agreement and the Deeds of Absolute Sale, including value-added tax that may be imposed on the transactions. Section 16.02. Expenses. The BUYER shall pay for the SELLER’s reasonable out-of-pocket costs, fees, and expenses of the SELLER (including the fees and disbursements of their attorneys, agents and independent experts) incurred in connection with (i) any amendment or modification to this Agreement, and the Deeds of Absolute Sale, agreed upon by the Parties, except when such amendment or modification was at the instance of the SELLER, (ii) the registration and/or recordation of the Agreement, including the Deeds of Absolute Sale, with the proper Governmental Body, and (iii) the enforcement or exercise by the SELLER of any

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remedy under this Agreement, including the Deeds of Absolute Sale, during the period that commences on the Closing Date and ends on the Full Payment Date. Except as otherwise expressly provided in this Agreement, each Party will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement, including all fees and expenses of its Representatives. If this Agreement is terminated, the obligation of each Party to pay its own expenses will be subject to any rights of such Party arising from a breach of this Agreement by the other Party. Section 16.03. No Relationship. Nothing contained in this Agreement shall be deemed to create an association, joint venture, partnership or principal/agent relationship between the SELLER and the BUYER, or to impose any partnership obligation or liability on either Party. Neither No Party shall have the right, power or authority to enter into any agreement or commitment, act on behalf of, or otherwise bind the other Party in any way. Section 16.04.Notices and Requests. Any notice, request, or other communication to be given or made under this Agreement to the SELLER or to the PMO, or to the BUYER shall be in writing and delivered or sent to the intended recipient at such Pparty’s address, facsimile number or contact detail set out below or to such other address or facsimile number, or contact detail as shall subsequently be designated in writing by any Pparty hereto to the other Pparty to this Agreement. For the SELLER: Food Terminal, Inc. FTI Complex, Taguig City Attention: [●] Facsimile number: [●] For the PMO: Privatization and Management Office 104 Gamboa Street, Legaspi Village, Makati City Attention: Ms. Karen G. Singson Chief Privatization Officer Facsimile number: (632) 893-3453 For the BUYER: Ayala Land, Inc. Tower One & Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City Attention: [●] Facsimile number: [●]

Commented [CA1]: Please provide.

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Except as otherwise provided in this Agreement, any notice, request, or other communicationit shall be deemed to have been duly given or made when it shall be delivered by hand, mail (or airmail if sent to another country), cable, telex facsimile or telecopier to the Pparty to which it is required or permitted to be given or made at the relevant address for communications of such Pparty which is specified at the opening of this Agreement or at such other address for communication as such Pparty shall have designated by notice to the Pparty giving or making such notice, request or other communication. Section 16.05. Incorporation of Schedules. The Schedules identified in this Agreement, as enumerated below, are incorporated herein by reference and made integral parts of this Agreement. Schedule A A-1 B C D E F G H I J K L M N

Caption The Property The FTI Complex Lot Plan Existing Lease Contracts Purchase Price and Payment Terms Form of Deed of Absolute Sale for the Property Form of Performance Bond Form of Confirmation of Performance Bond Form of DPWH Acquisition Notice Form of Bank Certification of Availability of Upfront Payment Form of Certificate of Compliance with PostAward Requirements Form of Legal Opinion of BUYER’s Counsel Form of Deed of Absolute Sale for Segregated Parcels Net Present Value Formula List of Qualified Local Banks List of Acceptable Banks

Section 16.06.Saving of Rights. (a) The rights and remedies of the SELLER in relation to any misrepresentations or breach of warranty on the part of the BUYER shall not be prejudiced by any investigation by or on behalf of the SELLER into the affairs of the BUYER, by the execution or the performance of this Agreement or by any other act or thing which may be done by or on behalf of the SELLER in connection with this Agreement and which might, apart from this Section, prejudice such rights or remedies. (b) No course of dealing or waiver by the SELLER or the PMO in connection with any condition and/or payment under this Agreement shall impair any right, power, or remedy of the SELLER or the PMO with respect to any other condition or payment, or be construed to be a waiver thereof; nor shall the action of the SELLER or

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the PMO in respect of any condition or payment affect or impair any right, power, or remedy of the SELLER or the PMO. (c) No course of dealing and no delay in exercising, or omission to exercise, any right, power or remedy accruing to the SELLER or the PMO upon any default under this Agreement or any other agreement shall impair any such right, power or remedy or be construed to be a waiver thereof or an acquiescence therein; nor shall the action of the SELLER or the PMO in respect of any such default, or any acquiescence by it therein, affect or impair any right, power, or remedy of the SELLER or the PMO in respect of any other default. Section 16.07.Survival. The provisions of Article V, and XV, Sections 4.06, 4.07,9.03, 12.04, 12.05, 12.06, 12.07, 13.01, 13.02, 16.01, 16.02, 16.03, 16.04, 16.06, and 16.09 shall survive the termination of this Agreement. Section 16.08. English Language. All documents to be furnished or communications to be given or made under this Agreement shall be in the English language. Section 16.09.Applicable Law and Jurisdiction. (a) This Agreement is governed by, and shall be construed in accordance with, the laws of the Philippines. (b) The Pparties hereto agree that any legal action, suit or proceeding arising out of or relating to this Agreement shall be brought in the courts of the City of Makati, Philippines, to the exclusion of all courts. Section 16.10.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Section 16.11. Binding Effect. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Pparties hereto, their successors, and permitted assigns. Section 16.12.Severability. If any part of this Agreement is held to be invalid or unenforceable, the remaining parts of this Agreement shall not thereby be affected, and shall be given full effect without regard to the invalid portions. Section 16.13.Entire Agreement. This Agreement and its Schedules constitute the entire agreement of the Pparties hereto on the subject matter hereof, and can only be amended by a written instrument signed by all of the Pparties hereto. Section 16.14.Assignment. No Pparty may assign or transfer any of its rights and obligations hereunder, without the prior written consent of the other Pparties hereto.

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Section 16.15.Amendments. Any amendment to this Agreement shall be in writing and signed by all the Pparties hereto. SIGNED on _____________, 2012 at ________ City.

FOOD TERMINAL, INC.

AYALA LAND, INC.

By: __________________________ President

By: __________________________ President

PRIVATIZATION AND MANAGEMENT OFFICE By: Karen G. Singson Chief Privatization Officer

SIGNED IN THE PRESENCE OF:

________________________________

______________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES) CITY OF MAKATI ) S.S.

BEFORE ME, a Notary Public, for and in ________ City this 29th day of October 2012, personally appeared the following: Name

_____________________________ in his capacity as President of Food Terminal, Inc.

Government ID No.

Date of Issue or Expiry Date

Place of Issue

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KAREN G. SINGSON In her capacity as Chief Privatization Officer of Privatization and Management Office _________________________________ In his capacity as _ of Ayala Land, Inc.

All known to me to be the same persons who signed the foregoing document and acknowledged to me that their signatures prove their free acts and the entities they represent. I further certify that this instrument refers to a Purchase Agreement consisting of ______ pages, including the schedules and this page bearing the acknowledgment, duly signed by the parties, and their witnesses on each and every page thereof. SIGNED and SEALED on __________ 2012 in _________.

NOTARY PUBLIC Doc. No. ____________ Page No. ____________ Book No. ____________ Series of 2012.

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Schedule A To the Purchase Agreement THE PROPERTY I.

List of Lots Lot No. 11-A 12 13 14 23-A 23-B 24-A 24-B 25 26 31 32 33 34 36-A 36-B 36-C 36-D 37-A 37-B 38-A 38-B 39-A 39-B

Lot No. 39-A 39-B 39-C1 39-C2 42 43 43-A 44-A 44-B 44-C 45-A 52 53 61-A 61-B 61-C 61-D1 61-D2 62-A 62-B 62-C 62-D 63-A 63-B

Lot No. 63-C 63-D 64-A 64-B 64-C 64-D 65-A 65-B 65-C 65-D 66-A 66-B 66-C 66-D 71-A 71-B 71-C1 71-C2A 71-C2B 72 81-A 81-B 82-A1 82-A2

Road Lots DBP Avenue Palayan Road Bagsakan Road Malunggay Road Mango Road Processing Street CRB Road

Sirloin Road Apahap Road Celery Road Honeydew Road Mangosteen Road FTI Avenue Perimeter Road (only the portions colored green in Schedule A-1; i.e., the portion commencing from the intersection of DBP Avenue and Langka Road, and ending at the intersection of Rambutan Road and

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East Service Road, and the portion commencing from the intersection of FTI Avenue, Bagsakan Road and Cucumber Road, and ending at the intersection of Cucumber Road and East Service Road) Onion Street

Ginger Street Duhat Road

II.

List of Buildings/Structures

Lot No.

Location

11-A

Mothersill Far East

12

Former SME-Vacant lot Phil. Far East Agro

13 & 14

14 31 32

Former ANTEL New Wealth Properties Shopper Paradise

main gate café 33 34 36-A

former Polyspan vacant lot MMTC Area

Name of Building/ Type of Structure a.)Open shed b.)Office bldg. c.)Guard house

a.)Office bldg./ Warehouse type b.)Storage/ Warehouse type w/ 2nd floor c.) 2 units- warehouse type d.)Guard house e.)Water tank, cooling tower f.)Power house a.)2-Office/warehouse type a.)Warehouse type & Stalls b.)Grocery store a.)Mall b.)Power center c.)Model house a.)Coffee Shop b.)Barbeque stand/booth vacant lot open space open shed (transport terminal) Food kiosks & stalls

36-B

former Dormitory

Smart cell site

Office & work area/quarters (HR lines) a.)4 units comfort room b.)Elevated water tank c.)Power center/deepwell d.)Equipment/control room e.)3 units container van office

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Lot No.

Location

36-C 36-D

Volvo bldg. Glacier Refrigeration Services E-WHA Foam

36-A

Air Liquid

36-B 38-A

Former Slaughterhouse Store Specialist

38-B 52

A&C Import/Export Admin bldg.

Name of Building/ Type of Structure Warehouse type a.)Cold storage & Office b.)Guard house a.)Warehouse type & office b.)Guard house & stock room a.) Office bldg. b.)Guard House c.)Nitrogen tank d.)Elevated water tank e.)open shed vacant lot a.) Warehouse type w/ 2nd floor & Office b.)Guard house concrete structure whse type a.)office/warehouse type b.)Hso/canteen/multi-purpose c.)Power house d.)Motorpool(office & shop) e.)Chemical/compressor room

53

Land Bank Metrobank/ Post Office former uniden

61-A 61-B & C 61-D1 61-D2 62-A 62-B & C 62-D 63-A 63-B & C 63-D

SANAEA Whsl. Building 1 Christian Harvest Christian Harvest Colbella Realty Corp. Whsl. Building 2 New Wealth Prop. New Wealth Whsl. Building 3 MML Development

office/warehouse type office/warehouse type a.)office/warehouse type b.)pumphouse c.)Power house d.)Dressing Room e.)Chemical/compressor room f.)utilities room g.)Guardhouse h.)Generator house warehouse type stalls/warehouse type warehouse type warehouse type warehouse & Office stalls/warehouse type warehouse type warehouse type stalls/warehouse type warehouse & Office

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Lot No.

Location

64-A 64-B & C 64-D 65-A 65-B & C 65-D 66-A 66-B & C 66-D 71 71-A

fomer NAGC Whsl. Building 4 Solid Cement JED Marketing Whsl. Building 5 Colbella/Zanhfabrik Pelican Agro/Mrsman Whsl. Building 6 DHM Phil Product Union Canteen PEPSI

71-B

HI-LAS

71-C

Pilipinas KAO

71-C

Nobia Inc.

71-C1

Old FDC BG Fruits former Optimax Mondish

71-C2

Diamond Star

72

CRW

81-A 82-A2

DA-PPMD Whse. Chicken dressing plant CRO office former DIZON YENMEI Waystar

Name of Building/ Type of Structure warehouse & Office stalls/warehouse type warehouse type a.)warehouse & Office stalls/warehouse type warehouse & Office warehouse & Office stalls/warehouse type a.)warehouse & Office office a.)Office b.)open shed c.)Guard house a.)warehouse & Office b.)production area a.)warehouse & Office b.)Elevated tank a.)warehouse & Office b.)Guard house warehouse & Office warehouse type a.)warehouse & Office a.)warehouse & Office b.)Guard house a.)2-warehouse & Office b.)canteen a.)cold storage/warehouse type b.)Guard house warehouse & Office warehouse type warehouse & Office Office w/ open shed warehouse & Office warehouse /Office

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Schedule A-1 To the Purchase Agreement

THE FTI COMPLEX LOT PLAN

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Schedule B To the Purchase Agreement

EXISTING LEASE CONTRACTS

LEASED AREA

LESSEE

LOT AREA (sq.m)

NATURE OF BUSINESS

EXPIRY DATE

Long Term Lease Lot 1. Lot 11

Mothersill Far East

5,920.00

Heavy Equipment

2006

2. Lot 31

New Wealth Properties Corp.

3,768.00

Retail Market

2024

3. Portion of Lot 32

Shoppers Paradise FTI Corp.

9,284.68

Commercial Mall

2020

Portion of Lot 32

Shoppers Paradise FTI Corp.

6,154.69

Commercial Mall

2020

4,500.00

Cold Storage

2030

5. Lot 36-D

Glacier Refrigerated Services, Corp. E-Wha Foam

2,240.00

Mfg. Polyethylene Foam

2018

6. Lot 37-A

Air LiquidePhils. Inc.

12,005.60

2019

7. Portion of Lot 38-B

A & C Import/Export/TYMS/ Majestic Tech'l/Skills Dev't

2,971.00

Factory/Whse Industrial Gases Trading

8. Lot 44-B

No Bia, Inc.

1,620.72

Processing Plant

2020

9. Lot 44-C

VEMAVAL

1,465.00

2018

10. Lot 45-A

SPP Corporation

1,047.00

Polyethylene Processing/Fabric Fabrication of Steel

SPP Corporation

1,276.00

Fabrication of Steel

2013

11. Lot 61-A

Puratos

1,590.00

Mfg./Bakery Production

2014

12. Lot 61-D1

Makita Cover-All/First Stone

1,770.00

Sales/Dist. of Tires

2013

13. Lot 61-D2

Sunshine Sports Products

1,200.00

Factory Sports Wear etc.

2016

14. Lot 81-B-1

CTK

1,003.40

Marine Products

2013

15. Ptn. of Bay 1-DBP Ave.

Asia Fuels, Inc.

400.00

Gasoline Station

2030

1. Ptn of Lot 36 DBP Ave 2. Lot 36

Globe Telecom

144.00

Telecommunications

2015

25,017.30

2014

3. Ptn. Of Lot 36

72.25

4. Ptn of Lot 32

Smart Communications (w/ Elevated Tank) Sky and Santi’s Restaurant

Parking and Terminal Operations Telecommunications

200.00

Restaurant

2016

5. Portion of Lot 65-A

JED Marketing

675.12

Food

2013

1. Portion of Lot 12

Euroworld Transport Corp.

200.00

2. Portion of Lot 12

Roan Shellane, Inc.

4. Lot 36-C

Lot 45-D1

2013

2013

Medium-Term Lease Lot

Interlux Corporation

2009

Short-Term Lease Lot Lot Transport

2012

LPG outlet

2012

3. Portion of Lot 14

Roman Averilla Jr.

917.80 130.00

Customs Brokerage

2012

4. Portion of Lot 14

Rotecc Movers, Inc.

150.00

Forwarders

2012

5. Portion of Lot 24

Serendipity Worx Trading

295.53

Gravel and Sand

2012

6. Portion of Lot 31

Evertrans Corporation

100.00

Transportation

2012

7. Portion of Lot 32

Ideal Burger Specialist.

24.00

Burger Machine

2012

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LEASED AREA

LESSEE

LOT AREA (sq.m)

NATURE OF BUSINESS

EXPIRY DATE

24.00

Burger Machine

2012

7.44

RTW

2012

Weekend Market

2012

8. Portion of Lot 34

Ideal Burger Specialist.

9. Portion of Lot 32

ManrieDedoroy

10. Portion of Lot 32

AgriAcqua Network Inc

11. Portion of Lot 32

Gal’s Furniture

233.00

Furniture

2012

12. Portion of Lot 32

Acmad Gen. Merchandising

200.00

RTW/Gen. Merchandise

2012

13. Portion of Lot 36 & 36-C 14. Portion of Lot 37-B

Glacier Refrigerated Services Corp.

1,815.87

Cold Storage

2012

Majestic Technical Skills

1,260.00

2012

15. Portion of 39-A

Starking

347.00

Export Construction Materials Warehouse

16. Portion of Lot 53

Sunrise Emission Testing

105.00

Emission

2012

17. Portion of Lot 61-A

Puratos

60.00

Mfg./Bakery Production

2012

18. Portion of Lot 62-D

Genesis Logistics Global Services

200.00

Forwarding

2012

19. Portion of Lot 71-C

Prime Fruits International, Inc.

85.55

Dried Fruits Prod./Export

2007

4,510.05

2012

Roads/Parking Areas (Leased out on monthly basis) 1. Portion of Lot 31

New Wealth Properties Corp.

275.58

Retail Market

2024

2. Portion of Lot 44

Bluefin Seafood Export, Inc.

127.41

Processing Seafoods

2012

3. Portion of Lot 44

No Bia, Inc.

151.27

Parking Area

2020

4. Portion of Lot 45

SPP

30.00

Parking Area

2013

5. Bay 4 DBP Avenue

E-Wha Foam

60.00

Parking Area

2018

6. Portion of Lot61-D1

Makati Cover All

60.00

Parking Area

2017

7. Portion of Lot 64-A

50.00

Parking Area

2013

8. Portion of Lot 64-A

Bosung Medical Manufacturing, Inc. Cosmo Medical

50.00

Open Space

2013

9. Portion of Lot 39-A

Starking Inc.

12.00

Open Space

2012

Kiosks along Rambutan Road 1. Stall #1

MacarioBasiao

90.50

Eatery

2012

2. Stall #5

RizalinaCauzon

43.00

Eatery/Parlor

2012

3. Stall #6

Reynaldo Berganio

36.00

Ice Dealer

2012

4. Stall #7

EfipaniaManio

30.50

Eatery

2012

5. Stall #8

Arman Tamayo

32.00

Gen. Merchandise

2012

6. Stall #9

HilarioBaobao

10.00

Store

2012

7. Stall #10

Susan Zaragosa

12.00

Fruit Store

2012

8. Stall #11

ErlindaPadlan

15.00

Fruit Store

2012

9. Stall #12-14

Azucena Recto

20.00

Gen. Merchandise

2012

10. Stall #15

Rolando Beduya

21.00

Store

2012

11. Stall #16

Mary Ann Icuspiot

7.20

Gen. Merchandise

2012

12. Stall # 17

Benita Geronimo

15.75

Eatery

2012

13. Stall #18

Nene Mancio

15.75

Gen. Merchandise

2012

14. Stall #19

RemediosMatibag

15.75

Gen. Merchandise

2012

15. Stall #20

Mary O Del Rosario

15.75

Gen. Merchandise

2012

16. Stall #21

ErlindaBaliong

15.75

Gen. Merchandise

2012

17. Stall #22

Jennie Solares

13.00

Eatery

2012

18. Stall #23

AsnorDingca

11.00

Eatery

2012

19. Stall #24

FautinoYalung

10.00

Gen. Merchandise

2012

20. Stall #25

Rowell Bohol

13.00

Eatery

2012

21. Stall #26

MimbisaMulok

12.50

Gen. Merchandise

2012

22. Stall #27

MonaurayCalauto

9.00

Gen. Merchandise

2012

Page 58 of 90

LEASED AREA

LESSEE

LOT AREA (sq.m)

NATURE OF BUSINESS

EXPIRY DATE

23. Stall #28

AmerhassanCalauto

9.00

Gen. Merchandise

2012

24. Stall #29

Cavite Drugstore & Gen Merchandise IsaganiLualhati

25.00

Pahrmacy

2012

25.16

Store

2012

Mary Grace Gali

25.00

RTW

2012

Joselino Perez

24.65

Parlor

2012

Salome Jimenez

61.15

Gen. Merchandise

2012

Orlando Suarez

41.40

Gen. Merchandise

2012

D&G Rice Store & Gen Mdse

32.75

Gen. Merchandise

2012

6,531.60

Boutique/Retailer

2021

Processing Plant

2020

25. Stall

Long-Term Lease Lot with Building 1. Lot 38A

Store Specialist, Inc.

2. Ptn. Lot 44 (Zone 2 Bldg. 18) 3. Portion of Lot 52

NO BIA, Inc.

4. Portion of Lot 62-A

Outsourcing & Mfg. Solution

5. Lot 62-D

New Wealth Properties Corporation/Inbisco New Wealth Properties Corporation/AC Corp. The Real American Doughnut Co., Inc. (No Bia) Asian Fuels

6. Lot 63-A 7. Portion of Lot 71-C A (MPB) 8. Ptn. of Bay 1 along DBP Ave

Social Security System

702.60 510.40 2,840.03 964.82

Social Security

2014

Toll Manufacturing

2027

Garments

2013

760.92 1,352.50 95.00

2017 Commissary

2017

Gasoline Station

2030

Medium-Term Lease Lot with Building 1. Lot 39-B 2. Ptn of Lot 39 C2 (former Regent) 3. Zone II bldg. 15 (Old Grosby) 4. Portion of Lot 52

Euro Pacific Resort, Inc. (Regent Apparel) MASUMA Food Industry, Inc.

Resort management

2013

1,105.78 878.50

Catering

2010

Tsuchiya Kogyo

3,294.00

Industrial Printing

2013

Land Bank of the Philippines

290.00

Banking

2014

5. Portion of Lot 52

Metro Bank and Trust Company

308.00

Banking

2012

6. Portion of Lot 52

Phil National Bank

240.52

Banking

2016

7. Ptn. of Lot 52 (New Admin. Bldg.) 8. Ptn. of Lot 52 (New Admin. Bldg.) 9. Ptn. of Lot 52 (New Admin. Bldg.) 10. Ptn. Of Lot 64-A

Lyn Salvador

445.57

Canteen/Food Mfg.

2014

FoneNet International Inc.

578.81

Prepaid Cards Distributor

2015

Myserv International Inc.

437.50

Wine and Liquor Distributor

2015

CosmoMedical, Inc.

1,601.00

Medical Supplies

2013

11. Ptn. Of Lot 64-A

Cosmo Medical Inc.

1,493.90

Medical Supplies

2013

12. Ptn. Of Lot 63-D

Sung Shim Medical Inc.

3,756.22

Medical Supplies

2014

13. Ptn. of Lot 65-A

Jed Marketing

4,345.07

Storage of Fruits

2013

14. Ptn of Lot 66-A

Global Mining Trading

2,085.00

Mango Exporter

2013

15. Ptn of Lot 66-D

Sancorp. Best Fruits, Inc.

2,142.00

Mango Processing

2013

16. Ptn. Of Lot 71

RD2 Consultancy & Eng.

147.90

Consultancy & Eng.

2013

17. Old FDC Ptn. Of 71-C A (MPB) 18. Ptn. Of Lot 71

Diamond Star (Covered Area/Open Space) Keba Construction

2,605.00

Fruit Processing

2013

1,031.49

Fabrication of Steel Equipment

2015

Short-Term Lease Lot w/ Building

Page 59 of 90

LEASED AREA

LESSEE

LOT AREA (sq.m)

NATURE OF BUSINESS

EXPIRY DATE

Lot w/ Building 1. Ptn Lot 32

Lorys Pares ParesLugawan

248.14

Restaurant

2012

2. Ptn Lot 39

Pooten Forwarding Int's

427.31

Fwd Services

2012

3. Ptn Lot 39

Save the Children

180.00

Foundation

2012

4. Ptn Lot 39-C-2

Masuma Food Industry Inc.

Catering Services

2012

5. Ptn of Lot 42

Majestic Technical Skills Devt

633.63

6. Ptn Lot 45-A (former R. Delfin Bldg.) 7. Ptn Lot 52 (New Admin. Bldg.) 8. Ptn Lot 52 (New Admin. Bldg.) 9. Ptn Lot 52

Bluefin Seafood Export Inc.

509.90

Processing/Exporting Seafood

2012

Phil. Postal

25.00

Post Office

2012

R. Mariano

22.48

Business Center

2012

10. Ptn Lot 52

Vishay Phils.

11. Ptn Lot 52

Encoal

1,296.25

2012

12.00

Storage warehouse

2012

100.00

Electronics Mfg.

2012

TaguigMulti Purpose Cooperative

31.50

Cooperative

2012

12. Ptn Lot 52

Interlux Corporation

19.35

Transport

2012

13. Ptn Lot 52

Penn Phils.

96.12

Garments

2012

14. Ptn. Of Lot 53

Opcentec, Inc.

333.35

Office

2012

15. Ptn Lot 64-A (former NAGC) 16. Ptn. Of Lot 64D

FEM Care Int'l.

98.00

Trading Home Products

2012

Refrigeration

2012

17. Ptn. Of Lot 64-A

PrestigeArts and Decor

1,020.00

Artificial Flowers

2012

18. Ptn. Of Lot 64-D

NFA

3,360.00

Rice Trading/ Warehouse

2012

19. Ptn. Of Lot 71

NFA

1,177.20

Rice Trading/ Warehouse

2012

20. Ptn. of Lot 65-D (former Colbella) 21. Ptn. of Lot 65-D

Huge Manufacturing Corp.

1,500.00

Office/Factory

2013

ZanfabrikPhils. Inc.

1,083.00

Office/Factory

2013

22. Ptn. Of Lot 71-A

JED Marketing

2,209.20

Storage of fruits

2013

23. Ptn. of Lot 71-C (Central Kitchen) 24. Ptn. of Lot 71

Prime Fruits

310.00

2012

227.00

25. Ptn. Of Lot 71

Global Teleconstruction Specialist, Inc. Moondish

Banana Chips, Dried Fruits Mfg. Civil Works, Telecomms.

26. Ptn Lot 82-A2)

Roca Security & Investigation

Lot 61-B&C (WSB-1)

22 Various Stallholders at 26 stalls

Lot 62-B&C (WSB-2)

GEA Grasso Phils. Inc.

703.94

1,073.64 101.70

2012 2012

Office

2012

7,800.00

Various

2013

22 Various Stallholders at 26 stalls

7,800.00

Various

2013

Lot 63-B&C (WSB-3)

17 Various Stallholders at 29 stalls

8,700.00

Various

2013

Lot 64-B&C (WSB-4)

17 Various Stallholders at 22 stalls

6,600.00

Various

2013

Lot 65-B&C (WSB-5)

20 Various Stallholders at 25 stalls

7,500.00

Various

2013

Lot 66-B&C (WSB-6)

24 Various Stallholders at 24 stalls

7,200.00

Various

2013

203.40

Various

2012

Commercial Stalls Commercial Stall (DBP) (9)

5 Commercial Stalls Operators (7 stalls)

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Schedule C To the Purchase Agreement

PURCHASE PRICE AND PAYMENT TERMS The Purchase Price for the Property shall be TWENTY FOUR BILLION THREE HUNDRED THIRTY ONE MILLION THREE HUNDRED EIGHTY EIGHT THOUSAND EIGHT HUNDRED EIGHTY NINE AND 9/100 PESOS (Php 24,331,388,889.09), payable in installments, according to the following schedule:

DATE OF PAYMENT

UPFRONT PAYMENT

October 29, 2012 Closing Date

AMOUNT (Php)

Nineteen Billion Four Hundred Sixty Five Million One Hundred Eleven Thousand One Hundred Eleven and 11/100 Pesos (Php19,465,111,111.11)

INSTALLMENT PAYMENT DATE INSTALLMENT PAYMENTS

TOTAL

October 29, 2013

Four Billion Eight Hundred Sixty Six Thousand Two Hundred Seventy Seven Thousand Seven Hundred Seventy-Seven and 98/100 Pesos (Php4,866,277,777.98) PHP 24,331,388,889.09

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Schedule D To the Purchase Agreement

FORM OF DEED OF ABSOLUTE SALE FOR THE PROPERTY DEED OF ABSOLUTE SALE KNOW ALL MEN BY THESE PRESENTS: This Deed of Absolute Sale (the “Deed”) made and entered into by and between: FOOD TERMINAL, INC. (FTI), a government owned and controlled corporation registered with the Securities and Exchange Commission on May 3, 1968 under SEC Reg. No. 3516 and by virtue of Letter of Instruction No. 1013 was attached to the National Food Authority and was made its subsidiary on January 14, 1981 under Presidential Decree No. 1770, with office address at FTI Complex, Taguig City, represented by its President, duly authorized for this purpose under Board Resolution ___, Series of ___(copy of which is attached as Annex “A”)___________________, (hereinafter referred to as “FTI” or the “SELLER”); - and AYALA LAND, INC., a corporation duly organized and existing under the laws of the Republic of the Philippines, with office address at Floor, Tower One & Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City, represented herein by its Attorneys-in-Fact, Arturo G. Corpuz and Anna Ma. Margarita B. Dy, duly authorized for this purpose under Executive Committee Resolution dated July 19, 2012____________________________(copy of which is attached as Annex “B”), (hereinafter referred to as the “BUYER”).

WITNESSETH: WHEREAS, FTI is the registered owner of the Property, herein described, listed and defined in Annex “CA” (The Property) of this Deed;

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WHEREAS, the SELLER has offered to sell the Property to the BUYER and the BUYER has accepted the offer; NOW THEREFORE, for and in consideration of the foregoing, this Deed of Absolute Sale is entered into under the following terms and conditions: 1. The SELLER, in consideration of the Purchase Price in the amount of __________ PESOS (Php _________) paid by the BUYER, and on the terms and subject to the conditions of this Deed and of the Purchase Agreement dated October 29, 2012 entered into by and among the SELLER, the Privatization and Management Office, and the BUYER (hereafter, the “Purchase Agreement”), the SELLER hereby sells, transfers and conveys to the BUYER, and the BUYER hereby purchases and accepts from the SELLER, all the SELLER’s rights, title and interest over the Property specifically described in Annex “CA” hereof, free and clear of any and all encumbrances except those allowed or provided under the Purchase Agreement. 2. The payment of any and all taxes (except income tax for the sale of the Property, which shall be for the account of the SELLER), fees, and expenses arising from the sale of the Property, including but not limited to, value-added tax, documentary stamp tax, transfer taxes and fees, notary fees, registration expenses, and other incidental expenses necessary to secure the Certificate Authorizing Registration from the Bureau of Internal Revenue (BIR) for purposes of transferring title of the Property to the BUYER, or for the issuance of new certificate of title in the name of the BUYER, shall be for the sole account and expense of the BUYER. For the avoidance of doubt, it shall be the sole responsibility of the BUYER to transfer title to the Property in its name and to take the necessary steps to secure a new certificate of title for the Property in the name of the BUYER. 3. The SELLER represents that it has legal and valid title to the Property, and except for the restrictions, liens, and encumbrances disclosed by the SELLER to the BUYER, or that are otherwise allowed or provided under the Purchase Agreement, the SELLER is not aware of any charges, debts, or other liabilities which may preclude the complete ownership by the BUYER of the Property at the time of the signing of this Deed, nor of any other claims to the title thereof by any person or persons with right of ownership or possession. 4. The sale of the Property is on an “as-is-where-is” basis, and the BUYER hereby confirms that it independently and without reliance on the representations made by the SELLER, and based on such documents and information as it has deemed appropriate, conducted

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its own examination of the Property, and on that basis made its independent decision to purchase the same and enter into this Deed of Absolute Sale. The Property, the SELLER’s title thereto, the present uses and non-uses of the Property have been examined by the BUYER. The BUYER accepts the Property in the condition in which they now are, without representation or warranty, express or implied, in fact or by law, by the SELLER, and without recourse to the SELLER as to the nature, conditions, and usability thereof, or the uses of which the Property may be put. 5. The terms of the Purchase Agreement are incorporated herein by reference and form an integral part of this Deed. 6. The SELLER represents and warrants to the BUYER that it has all the requisite power and authority to enter into this Deed of Absolute Sale and to perform and observe its obligations under this Deed in accordance with the terms hereof. 7. The BUYER represents and warrants to the SELLER that: (a)

It is a corporation lawfully existing under Philippine law, qualified to own and hold title over the Property, and has the corporate power, authority, and capacity to execute and deliver this Deed of Absolute Sale, and to perform and observe the terms and conditions thereof. It has obtained the requisite consent and corporate approvals for the execution, delivery, implementation and performance of its obligations under this Deed of Absolute Sale.;

(b)

All government, corporate, and creditors’ authorizations and consents required for the BUYER to enter into this Deed of Absolute Sale and to perform and comply with its obligations thereunder, have been obtained or made and are in full force and effect.

(c)

All actions on the part of the BUYER necessary to execute this Deed and perform the transaction contemplated herein have been taken. This Deed of Absolute Sale has been duly executed and delivered by the BUYER and is a legal, valid, and binding obligation of the BUYER, enforceable in accordance with its terms.

(d) It, or any of its officers, employees, agents, or representatives, has not (i) offered, either directly or indirectly, any government officer, or official or employee of the SELLER, including their representatives and advisors, any consideration or commission

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for this Deed, and (ii) exerted or utilized any corrupt or unlawful influence to secure or solicit this Deed for any consideration or commission. (e)

It is not prohibited by Philippine Law from entering into a contract with the Government of the Republic of the Philippines, or any instrumentality or agency thereof.

8. In case any obligation of the SELLER or the BUYER contained in this Deed of Absolute Sale is held to be invalid, void, null, illegal or unenforceable in any respect or to any extent by a court of competent jurisdiction, the validity, effectiveness, legality and enforceability of the remaining obligations contained herein shall not be in any way affected, impaired or restricted thereby. 9. This Deed is governed by, and shall be construed in accordance with, the laws of the Philippines. The parties hereto agree that any legal action, suit or proceeding arising out of or relating to this Deed shall be brought in the courts of the City of Makati, Philippines, to the exclusion of all other venues.

IN WITNESS WHEREOF, we have hereunto set our hands this ____ day of _____ 2012, at Makati City, Metro Manila, Philippines.

FOOD TERMINAL, INC. (SELLER)

AYALA LAND, INC. (BUYER)

By: __________________________ President

By: ___________________________ President

SIGNED IN THE PRESENCE OF:

________________________________

______________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES) CITY OF MAKATI ) S.S.

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BEFORE ME, a Notary Public, this ______ day of ________________ 2012, personally appeared the following: NAME _____________________________ in his capacity as President of Food Terminal, Inc.

ID/PASSPORT NO. Passport No.

DATE/PLACE ISSUED Issued on ________ at DFA, Manila Valid until _______

_________________________________ in his capacity as _ of Ayala Land, Inc. known to me to be the same persons who signed this instrument and who acknowledge to me that the same is their free and voluntary act and deed, as well as that of the principals which they represent. I further certify that this instrument refers to a Deed of Absolute Sale consisting of seven (7) pages, including the Annexes “A”, “B”, and “C”, and this page bearing the acknowledgment, duly signed by the parties, and their witnesses on each and every page thereof. WITNESS MY HAND AND SEAL. NOTARY PUBLIC Doc. No. ____________ Page No. ____________ Book No. ____________ Series of 2012.

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Annex A THE PROPERTY

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Schedule E To the Purchase Agreement FORM OF PERFORMANCE BOND Irrevocable standby letter of credit Number: Amount:

Stated Expiration Date: Account Party: Beneficiary:

Subject:

[●] [●] (Must be equal to the next Installment Payment or to the Unpaid Purchase Price in case of the exercise of Section 8.05) [●] (Valid for one (1) year from date of issuance) [●] Privatization and Management Office 104 Gamboa Street, Legaspi Village, Makati City, Philippines Irrevocable Standby Letter of Credit No. [●]

We refer to the Purchase Agreement (the “Purchase Agreement”) executed by and among the Food Terminal, Inc. (“Seller”), Ayala Land, Inc. (“Buyer” or “Account Party”) and the Privatization and Management Office (“PMO”, “You” or the “Beneficiary”) for the sale and purchase of approximately 74-hectare property located in FTI Complex, Taguig City. We hereby establish this Irrevocable Standby Letter of Credit No. [●] (this “SBLC”) for the benefit of the Beneficiary in an amount not exceeding a total of Four Billion Eight Hundred Sixty Six Thousand Two Hundred Seventy Seven Thousand Seven Hundred Seventy-Seven and 98/100 Philippine Peso (Php4,866,277,777.98) (the “Drawing Amount”). Funds under this SBLC are available to You at sight upon our receipt of a certificate (a Demand Certificate”) in the form attached hereto as Annex A notifying us that the Buyer failed, was not willing, was not able to, or was not ready to comply with any of its obligations under Article IV of the Purchase Agreement, or an Installment Payment was not paid in accordance with the Purchase Agreement (the “Performance Bond Drawing Event”), appropriately completed and signed by Your Chief Privatization Officer or Your duly authorized officer, employee or signatory, together with the original copy of this SBLC, if such Demand Certificate is presented as hereinafter specified on or before the Expiration Date (as hereinafter defined). This SBLC does not contain any condition to drawing other than the confirmation by us that the Demand Certificate appears to comply on its face with the requirements of the immediately preceding sentence. Regardless of the confirmation of the confirming bank, You have the option to present the Demand Certificate directly to us and/or to the confirming bank, should there be a confirming bank. In the event that demand is made on the confirming bank, the confirming bank undertakes to pay the amount demanded by PMO at sight.

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The SBLC shall be drawable at our office in Metro Manila, Philippines. In the event that we do not have an office in Metro Manila, the SBLC shall be drawable at the office of the confirming bank in Metro Manila, Philippines. You shall present one Demand Certificate dated the date of presentation for each drawing hereunder to [name and address of issuing bank]. If You present the Demand Certificate by 10:00 a.m. local time on any day on which we are open for business (each such day, a “Business Day”), in conformance with the terms and conditions of this SBLC, we will honor the same by making payment immediately available funds, in accordance with Your payment instructions and without any restrictions, conditions, inquiry or right of abjection whatsoever on our part, without notice to the Account Party prior to such payment and notwithstanding any conditions, demands, or objections by the Account Party or any other party, without You having to further substantiate such demand, by 4:00 p.m. local time on such Business Day, otherwise we will honor Your Demand Certificate by 10:00 a.m. local time the following Business Day. Upon payment to You, we will immediately notify the Account Party. If any demand for payment does not conform to the terms and conditions of this SBLC, we shall give You prompt notice of the same stating the reasons therefor and that we will, upon Your request, hold any documents presented to us for five (5) Business Days or return the same to You. Upon being notified that any demand for payment did not conform to this SBLC, You may correct any such non-conforming demand; provided that such corrected demand shall be made and presented to us on or before the Expiration Date (as defined below). This SBLC shall expire at 5:00 p.m. at our office on the earliest of the following: (i) the stated Expiration Date; (ii) our honoring of drafts presented hereunder that, in the aggregate, equal the Drawing Amount and (iii) the surrender by You of the original SBLC for cancellation. The earliest of the foregoing dates is referred to herein as the “Expiration Date.” Except as otherwise expressly provided in this paragraph, this SBLC shall not terminate prior to the Stated Expiration Date, We will honor and pay for the amount drawn by You as stated in the Demand Certificate; provided, that the Demand Certificate was presented either to Us or the confirming bank before the Expiration Date. You may make multiple and partial drawings hereunder. Each drawing hereunder shall reduce the amount available for drawing under this SBLC. We will pay amount drawn hereunder from our general funds. Regardless of the confirmation by a confirming bank, the Beneficiary shall have the option to make the draw on us. This SBLC sets forth in full our undertaking and references herein to any document, instrument or agreement, except the Demand Certificate and drafts referred to herein, shall not in any way amend, modify, amplify or limit our undertaking.

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All documents presented to us in connection with any demand for payment hereunder, as well as all notices and other communications to us in respect of this SBLC shall be in writing and addressed and presented to us at our office at [address of issuing bank] Attention: [●] and shall make reference to this SBLC by number. You shall deliver such documents, notices and other communications to us or send them to us by facsimile to [●], or such other number as we may specify from time to time in writing to You. This SBLC shall be subject to International Standby Practices 1998 (ISP98) and in case of dispute arising from, or in connection with, the interpretation or implementation thereof, shall be subject to Philippine Law.

Very truly yours, [Issuing Bank]

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THIS ANNEX A IS AN INTEGRAL PART OF LETTER OF CREDIT NO. [●] DATED [●] ANNEX A DEMAND CERTIFICATE [Date] [Address of issuing bank] Attention: [●] Re: Demand for Payment under Letter of Credit Ladies and Gentlemen: We refer to your Letter of Credit No. [●] (the“SBLC”). Any term defined in the SBLC shall have the same meaning when used herein. We are notifying you that a Performance Bond Drawing Event has occurred and the Beneficiary hereby demands payment of [amount] under the SBLC, such payment to be made to [insert account instructions]. IN WITNESS WHEREOF, this Certificate has been executed and delivered by the Beneficiary on the [●] day of [●].

PRIVATIZATION AND MANAGEMENT OFFICE

By: ____________________________ Name: Title:

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Schedule F To the Purchase Agreement FORM OF CONFIRMATION OF PERFORMANCE BOND Irrevocable standby letter of credit Number: Amount:

Stated Expiration Date: Account Party: Beneficiary:

Subject:

[●] [●] (Must be equal to the next Installment Payment or to the Unpaid Purchase Price in case of the exercise of Section 8.05) [●] (Valid until one (1) year from date of issuance [●] Privatization and Management Office 104 Gamboa Street, Legaspi Village, Makati City, Philippines Confirmation of Letter of Credit

We hereby confirm the confirmed Irrevocable Standby Letter of Credit with No. [•] (the “SBLC”), the original of which is attached hereto, issued by [name of issuing bank] (the “Issuing Bank”), for drawings in an amount not exceeding a total of Four Billion Eight Hundred Sixty Six Thousand Two Hundred Seventy Seven Thousand Seven Hundred Seventy-Seven and 98/100 Philippine Peso (Php4,866,277,777.98) (the “Drawing Amount”) and expiring at 5:00 p.m. at our office on the Expiration Date (as hereinafter defined). Capitalized terms used herein without definition shall have the respective meanings given thereto in the SBLC. We hereby undertake to honor Your demand hereunder at sight and under the SBLC upon our receipt of a certificate (a “Demand Certificate”) in the form attached hereto as Exhibit A notifying us of the occurrence of a Performance Bond Drawing Event pursuant to the SBLC, appropriately completed and signed by Your Chief Privatization Officer or duly authorized officer, employee or signatory, if such Demand Certificate is presented as hereinafter specified on or before the Expiration Date (as hereinafter defined). This confirmation does not contain any condition to drawing other than the confirmation by us that the Demand Certificate appears to comply on its face with the requirements of the immediately preceding sentence. This confirmation shall be drawable at our office in Metro Manila, Philippines. You shall present one Demand Certificate dated the date of presentation for each drawing hereunder to [name and address of issuing bank located in Manila]. If You present the Demand Certificate by 10:00 a.m. local time on any day on which we are open for business (each such day, a “Business Day”), in conformance with the terms and conditions of this SBLC, we will honor the same by making payment in

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immediately available funds, in accordance with Your payment instructions and without any restrictions, conditions, inquiry or right of objection whatsoever on our part, without notice to the Account Party prior to such payment and notwithstanding any conditions, demands, or objections by the Account Party or any other party, without You having to further substantiate such demand, by 4:00 p.m. local time on such Business Day, otherwise we will honor Your Demand Certificate by 10:00 a.m. local time the following Business Day. If any demand for payment does not conform to the terms and conditions of this SBLC, we shall give You prompt notice of the same stating the reasons therefor and that we will, upon Your request, hold any documents presented to us for five (5) Business Days or return the same to You. Upon being notified that any demand for payment did not conform to this SBLC, You may correct any such non-conforming demand; provided that such corrected demand shall be made and presented to us on or before the Expiration Date (as defined below). This SBLC shall expire at 5:00 p.m. at our office on the earliest of the following: (i) the stated Expiration Date; (ii) our honoring of drafts presented hereunder that, in the aggregate, equal the Drawing Amount and (iii) the surrender by You of the original SBLC for cancellation. The earliest of the foregoing dates is referred to herein as the “Expiration Date.” Except as otherwise expressly provided in this paragraph, this SBLC shall not terminate prior to the Stated Expiration Date, We will honor and pay for the amount drawn by You as stated in the Demand Certificate; provided, that the Demand Certificate was presented either to Us or the confirming bank before the Expiration Date. You may make multiple and partial drawings hereunder. Each drawing hereunder shall reduce the amount available for drawing under this SBLC. We will pay amount drawn hereunder from our general funds. This confirmation, together with the SBLC, sets forth in full our undertaking and references herein to any document, instrument or agreement, except the Demand Certificate and drafts referred to herein, shall not in any way amend, modify, amplify or limit our undertaking. All documents presented to us in connection with any demand for payment hereunder, as well as all notices and other communications to us in respect of this SBLC shall be in writing and addressed and presented to us at our office at [address of issuing bank] Attention: [●] and shall make reference to this SBLC by number. You shall deliver such documents, notices and other communications to us or send them to us by facsimile to [●], or such other number as we may specify from time to time in writing to You. This confirmation shall be subject to International Standby Practices 1998 (ISP98) and in case of dispute arising from, or in connection with, the interpretation or implementation thereof, shall be subject to Philippine Law.

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Very truly yours, [Confirming Bank]

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THIS ANNEX A IS AN INTEGRAL PART OF CONFIRMATION NO. [●] OF LETTER OF CREDIT NO.[●] DATED [●] EXHIBIT A DEMAND CERTIFICATE [Date] [Address of issuing bank] Attention: [●] Re: Demand for Payment under Confirmation of Letter of Credit Ladies and Gentlemen: We refer to your Confirmation with No. [●] (the“Confirmation”). Confirming the Irrevocable Standby Letter of Credit with No.[●] issued by [Issuing bank] (the “SBLC”). Any term defined in the Confirmation or the SBLC shall have the same meaning when used herein. We are notifying you that a Performance Bond Drawing Event pursuant to the SBLC has occurred and the Beneficiary hereby demands payment of [amount] under the Confirmation and the SBLC, such payment to be made to [insert account instructions].

IN WITNESS WHEREOF, this Certificate has been executed and delivered by the Beneficiary on the [●] day of [●].

PRIVATIZATION AND MANAGEMENT OFFICE

By: ____________________________ Name: Title:

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Schedule G To the Purchase Agreement FORM OF DPWH ACQUISITION NOTICE (Section 6.03 of the Purchase Agreement) (Letterhead of DPWH) [Date] BUYER [Address] Attention: ______________________ Purpose: Acquisition of the DPWH ROW Area Gentlemen: 1. Please refer to the Purchase Agreement dated [●] (the “Purchase Agreement“) by and among the Food Terminal, Inc. (“FTI“), the Privatization and Management Office (“PMO“), and ________________ (the “BUYER“). 2. Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Purchase Agreement. 3. Pursuant to and in accordance with Section 6.03 of the Purchase Agreement, the Department of Public Works and Highways (“DPWH“) hereby exercises the DPWH ROW Option over the DPWH ROW Area, more specifically described as follows: [Insert the exact area and the location where the DPWH ROW will be exercised] 4. The DPWH ROW Area Purchase Price in the amount of _____________ (Php_________), computed in accordance with Section 6.02 of the Purchase Agreement, shall be paid by DPWH in full to the BUYER on or before ___________ (the “DPWH Option Settlement Date“), and upon execution of the deed of absolute sale or appropriate deed of transfer, and surrender of possession by the BUYER of the DPWH ROW Area to DPWH. 5. Unless you instruct us otherwise in writing, we shall pay the DPWH ROW Area Purchase Price in the form of cashier’s check issued in the name “_____________________________“.

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Very truly yours, Department of Public Works and Highways By: Authorized Representative

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Schedule H To the Purchase Agreement FORM OF BANK CERTIFICATION OF AVAILABILITY OF UPFRONT PAYMENT [Bank Letterhead] [Amount of deposit must be machine printed on the side together with bank logo/seal]

[date] Greetings! This is to certify that there is under custody with ____[insert name of bank]____ (the ”Bank”) the sum of ___________________ (Php______________) under ___[indicate type of account]____ Account No. _____________ in the name of Ayala Land, Inc. (the ”Client”) The Client has given instruction to the Bank that the Funds be made available for payment to the Privatization and Management Office (“PMO”). The Bank shall, upon receipt of a written request or instruction from PMO, immediately deliver the Funds to PMO on such date as indicated by PMO, and in accordance with PMO’s delivery instructions. The Funds are clear and free from lien, restriction, condition, or holdout and shall be immediately ready to be delivered to the PMO in accordance with PMO’s instructions. _________________________ _________________________ SUBSCRIBED AND SWORN to before me at ___________ on this ____ day of ___________ 2012 by Affiant who exhibited to me his/her Community Tax Certificate No.__________ issued at _______ on __________, and whose identity I have verified through his/her Driver’s License/Passport No.__________, bearing his signature and photograph. Doc. No._____; Page No._____; Book No._____; Series of 2012.

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Schedule I To the Purchase Agreement FORM OF CERTIFICATE OF COMPLIANCE WITH POST-AWARD REQUIREMENTS [Letterhead of PMO]

[date] __________________ __________________ BUYER Attention:

RE:

_____________________ _____________________ Certification of Compliance with Post Award Requirements under Section 7.02 of the Purchase Agreement

Greetings! We refer to the Purchase Agreement entered into by and among the Food Terminal, Inc. (“FTI”), the Privatization and Management Office (“PMO”), and Ayala Land, Inc. (the “BUYER”) for the sale of approximately 74-hectare property located at the FTI Complex, Taguig City. Capitalized terms not herein defined shall have the same meaning ascribed under the Purchase Agreement. PMO certifies that the BUYER has complied with all the Post-Award Requirements and each of the Post-Award Requirements have been satisfied by the BUYER, or otherwise waived by FTI and/or PMO in writing.

Privatization and Management Office By: _________________________

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Schedule J To the Purchase Agreement FORM OF LEGAL OPINION OF BUYER’S COUNSEL [Letterhead of Buyer]

[date] Food Terminal, Inc. FTI Complex,Taguig City Attention:

Mr. Angelito T. Banayo Chairman

RE:

Sale of Approximately 74-hectare property located at the FTI Complex, Taguig City

Gentlemen: We have acted as counsel to Ayala Land Inc. (“ALI”) in connection with its participation in the proceeding for the privatization of certain parcels of land of approximately 74 hectares, located at the FTI Complex, Taguig City, owned by the Food Terminal, Inc. (“FTI”), where ALI has been declared as the Winning Bidder. This opinion is delivered to you pursuant to Section 7.04(c) of the Purchase Agreement entered into by and among FTI as the Seller, and ALI as the Buyer (the “Purchase Agreement”). Capitalized terms not herein defined shall have the same meaning ascribed under the Purchase Agreement. In our capacity as counsel to ALI, we have reviewed the Purchase Agreement, and we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments as applicable, including ____(indicate here corporate resolutions relating to the grant of authority for Buyer to participate in the privatization proceedings for the FTI property, the authority to submit a Bid, the authority to sign, execute, and perform the Purchase Agreement)___ and such certificates or comparable documents of public officials, and of officers and representatives of ALI, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination of the documents identified above, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such

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copies. As to questions of fact material to such opinions, we have, when relevant facts were not independently established by us, relied upon certificates of ALI, or its officers or of public officials. We have assumed the due execution and delivery of the Purchase Agreement by the Seller. The opinions hereinafter set forth are limited to matters of Philippine law in force as of the date of this opinion and as currently applied by the courts of the Republic of the Philippines and is given on the basis that this opinion will be governed and construed in accordance with the laws of the Republic of the Philippines and no opinion is expressed as to the laws of any jurisdiction other than the Republic of the Philippines. Based upon the foregoing, we are of the opinion that: ALI is a corporation duly incorporated, validly existing and in good standing under the laws of the Philippines and has the power and authority (a) to own its properties and carry on its business as currently conducted, and (b) to execute and deliver the Purchase Agreement to which it is a party. The execution, delivery and performance by ALI of the Purchase Agreement have been duly authorized by all requisite corporate action on the part of ALI. The persons executing and delivering the Purchase Agreement for and on behalf of ALI have been and are duly authorized to execute and deliver the same, and the Purchase Agreement has been duly executed and delivered by ALI. The execution, delivery and performance by ALI of the Purchase Agreement do not and will not (a) violate any provision of its articles of incorporation and bylaws; (b) violate any law, rule or regulation applicable to it; and (c) to our knowledge, violate any order, writ, injunction or decree of any court or governmental authority or agency applicable to it. No authorization of and exemption, action or approval is required to be obtained from any governmental or other authority; and no notice to or filing with any governmental or other authority is required to be obtained or made by ALI with respect to the execution and delivery of the Purchase Agreement and the performance of its obligations thereunder. To the best of our knowledge, after due inquiry, there is no pending or threatened againstALI, any action, suit or proceeding at law or in equity or before any court, tribunal, government body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against ALI of the Purchase Agreement or its ability to perform its obligations thereunder. The opinions expressed herein are solely for your benefit in connection with this transaction, and may not be relied upon in any manner or for any purpose by any other person.

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Very truly yours, _________________________ _________________________

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Schedule K To the Purchase Agreement

FORM OF DEED OF ABSOLUTE SALE FOR SEGREGATED PARCELS DEED OF ABSOLUTE SALE KNOW ALL MEN BY THESE PRESENTS: This Deed of Absolute Sale (the “Deed”) made and entered into by and between: FOOD TERMINAL, INC. (FTI), a government owned and controlled corporation registered with the Securities and Exchange Commission on May 3, 1968 under SEC Reg. No. 3516 and by virtue of Letter of Instruction No. 1013 was attached to the National Food Authority and was made its subsidiary on January 14, 1981 under Presidential Decree No. 1770, with office address at FTI Complex, Taguig City, represented by its President, duly authorized for this purpose under Board Resolution ___, Series of ___(copy of which is attached as Annex “A”)___________________, (hereinafter referred to as “FTI” or the “SELLER”); - and AYALA LAND, INC., a corporation duly organized and existing under the laws of the Republic of the Philippines, with office address at Tower One & Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City, represented herein by Attorneys-in-Fact, Arturo G. Corpuz and Anna Ma. Margarita B. Dy, duly authorized for this purpose under Executive Committee Resolution dated July 19, 2012 (copy of which is attached as Annex “B”)____________________________, (hereinafter referred to as the “BUYER”).

WITNESSETH: WHEREAS, FTI is the registered owner of several parcels of land located within the FTI Complex, Taguig City, with an aggregate area of 119.53 hectares, more or less, covered by Transfer Certificate of Title (“TCT”) No. 13466 (the “FTI Complex”), issued by the Register of Deeds for the Province of Rizal;

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WHEREAS, the FTI Complex has been subdivided into several portions resulting in the cancellation of TCT No. 13466 and the issuance of thirty-two (32) segregated transfer certificates of title with TCT Nos. 164-2010000692 to 1642010000723 by the Registry of Deeds for the City of Taguig. WHEREAS, the SELLER and the BUYER has entered into a Purchase Agreement dated October 29, 2012 (the “Purchase Agreement”) for the sale of certain portions of the parcels covered by TCT No. 2010000718, with an aggregate area of 74 hectares, more or less, together with the improvements erected thereon (the “Property”); WHEREAS, pursuant to Section 8.05 of the Purchase Agreement, the BUYER has the option to request from the SELLER the partial release and transfer of certificates of title covering certain portions of the Property;, provided that, all the conditions stated therein are complied with; WHEREAS, the parcels of land listed and described under Section 1 hereof, have been segregated from the Property, and separate certificates of title for these parcels have been issued in the name of the SELLER; WHEREAS, the value or purchase price corresponding to the segregated parcels listed and described in Section 1 below have been paid by the BUYER to the SELLER; WHEREAS, the BUYER has complied with all the conditions required prior to a partial release of TCTs for the Property or any portion thereof, as provided under Section 8.05 of the Purchase Agreement; NOW THEREFORE, for and in consideration of the foregoing, this Deed of Absolute Sale is entered into under the following terms and conditions: 1.

The Property subject of this Deed are as follows: The parcels of land having a total area of _________square meters which are located at the FTI Complex, Taguig City, and which are portions of the parcel of land covered by the following Transfer Certificates of Title No. ________ in the name of the SELLER, specifically described as follows: TCT No. ___________ Lot No.________ [provide technical description]

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including the buildings and improvements erected thereon, as specifically listed and described in Annex “C” hereof. (hereafter, the “Segregated Parcels”) 2.

The SELLER, in consideration of the purchase price corresponding to the Segregated Parcels, in the amount of __________ PESOS (Php _________)paid by the BUYER to the SELLER, and on the terms and subject to the conditions of this Deed and of the Purchase Agreement dated ____________ October 29, 2012 entered into by and among the SELLER, the Privatization and Management Office, and the BUYER (hereafter, the “Purchase Agreement”), the SELLER hereby sells, transfers, and conveys to the BUYER, and the BUYER hereby purchases and accepts from the SELLER, all the SELLER’s rights, title, and interest over the Segregated Parcels, free and clear of any and all encumbrances except those allowed or provided under the Purchase Agreement.

3.

The payment of any and all taxes (except income tax on the sale of the Segregated Parcels which shall be for the account of the SELLER), fees and expenses arising from the sale of the Segregated Parcels, including, but not limited to value-added tax, documentary stamp tax, transfer taxes and fees, notary fees, registration expenses and other incidental expenses necessary to secure the Certificate Authorizing Registration from the Bureau of Internal Revenue (BIR) for purposes of transferring title of the Segregated Parcels to the BUYER, or for the issuance of new certificate of title in the name of the BUYER, shall be for the sole account and expense of the BUYER. For the avoidance of doubt, it shall be the sole responsibility of the BUYER to transfer title to the Segregated Parcels in its name and to take the necessary steps to secure new certificate of title for the Segregated Parcels in the name of the BUYER.

4.

The SELLER represents that it has legal and valid title to the Segregated Parcels, and except for the restrictions, liens, encumbrances disclosed by the SELLER to the BUYER, or that are otherwise allowed or provided under the Purchase Agreement, the SELLER is not aware of any charges, debts or other liabilities which may preclude the complete ownership by the BUYER of the Segregated Parcels at the time of the signing of this Deed, nor of any other claims to the title thereof by any person or persons with right of ownership or possession.

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5.

The sale of the Segregated Parcels is on an “as-is-where-is” basis, and the BUYER hereby confirms that it independently and without reliance on the representations made by the SELLER, and based on such documents and information as it has deemed appropriate, conducted its own examination of the Segregated Parcels, and on that basis made its independent decision to purchase the same and enter into this Deed of Absolute Sale. The Segregated Parcels, SELLER’s title thereto, the present uses and non-uses of the aforesaid Pproperty have been examined by the BUYER. The BUYER accepts the Segregated Parcels in the condition in which they now are, without representation or warranty, express or implied, in fact or by law, by the SELLER, and without recourse to the SELLER as to the nature, conditions, and usability thereof, or the uses of which the Segregated Parcels may be put.

6.

The terms of the Purchase Agreement are incorporated herein by reference and form an integral part of this Deed.

7.

The SELLER represents and warrants to the BUYER that it has all the requisite power and authority to enter into this Deed of Absolute Sale and to perform and observe its obligations under this Deed in accordance with the terms hereof.

8.

The BUYER represents and warrants to the SELLER that: a.

It is a corporation lawfully existing under Philippine law, qualified to own and hold title over the Property, and has the corporate power, authority and capacity to execute and deliver this Deed of Absolute Sale and to perform and observe the terms and conditions thereof. It has obtained the requisite consent and corporate approvals for the execution, delivery, implementation and performance of its obligations under this Deed of Absolute Sale;

b.

All government, corporate, creditors’ authorizations and consents required for the BUYER to enter into this Deed of Absolute Sale and perform and comply with its obligations thereunder, have been obtained or made and are in full force and effect.

c.

All actions on the part of the BUYER necessary to execute this Deed and perform the transaction contemplated herein have been taken. This Deed of Absolute Sale has been duly executed and delivered by the BUYER and is a legal, valid

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and binding obligation of the BUYER, enforceable in accordance with its terms. d.

It, or any of its officers, employees, agents or representatives, has not (i) offered, either directly or indirectly, any government officer, or official or employee of the SELLER, including its representatives and advisors, any consideration or commission for this Deed and (ii) exerted or utilized any corrupt or unlawful influence to secure or solicit this Deed for any consideration or commission.

e.

It is not prohibited by Philippine Law from entering into a contract with the Government of the Republic of the Philippines, or any instrumentality or agency thereof.

9.

In case any obligation of the SELLER or BUYER contained in this Deed of Absolute Sale is held to be invalid, void, null, illegal or unenforceable in any respect or to any extent by a court of competent jurisdiction, the validity, effectiveness, legality and enforceability of the remaining obligations contained herein shall not be in any way affected, impaired or restricted thereby.

10.

This Deed is governed by, and shall be construed in accordance with, the laws of the Philippines. The parties hereto agree that any legal action, suit or proceeding arising out of or relating to this Deed shall be brought in the courts of the City of Makati, Philippines, to the exclusion of all other venues.

IN WITNESS WHEREOF, we have hereunto set our hands this ____ day of _____ 2012, at Makati City, Metro Manila, Philippines.

FOOD TERMINAL, INC. (SELLER)

AYALA LAND, INC. (BUYER)

By:

By:

__________________________ President

___________________________ President

SIGNED IN THE PRESENCE OF:

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________________________________

______________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES) CITY OF MAKATI ) S.S.

BEFORE ME, a Notary Public, this ______ day of ________________ 2012, personally appeared the following: NAME

ID/PASSPORT NO.

DATE/PLACE ISSUED

in his capacity as President of Food Terminal, Inc. _________________________________ in his capacity as _ of Ayala Land, Inc. known to me to be the same persons who signed this instrument and who acknowledge to me that the same is their free and voluntary act and deed, as well as that of the principals which they represent. I further certify that this instrument refers to a Deed of Absolute Sale consisting of seven (7) pages, including the AnnexesSchedule “A”, “B”, and “C”, and this page bearing the acknowledgment, duly signed by the parties, and their witnesses on each and every page thereof. WITNESS MY HAND AND SEAL.

NOTARY PUBLIC Doc. No. ____________ Page No. ____________ Book No. ____________ Series of 2012.

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Schedule L To the Purchase Agreement

NET PRESENT VALUE FORMULA The Net Present Value of the Purchase Price shall be determined according to the following Formula:

NPV = Net Present value ∑ = Summation T = Time C = Cash Flow r = Discount rate 10% t = (d/365) d = Number of days from closing date, payable in installments provided full payment is made not later than January 30, 2016. Based on the formula stated above, the total NPV for the Purchase Price for the Property is Php 23,889,000,000.00, illustrated as follows: Installment Terms Payment 1 Payment 2 TOTAL

Payment Schedule (No. of days from Closing Date) 0 (Upfront Payment) 365

Installment Payments

Net Present Value (NPV)

Php19,465,111,111.11 Php19,465,111,111.11 Php 4,423,888,888.89 Php Php 24,331,388,888.89 23,889,000,000.00 Php 4,866,277,777.78

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Schedule M To the Purchase Agreement

LIST OF QUALIFIED LOCAL BANKS 1. Banco de Oro Unibank Inc. 2. Metropolitan Bank and Trust Co. 3. Bank of the Philippine Islands 4. Land Bank of the Philippines 5. Development Bank of the Philippines 6. Philippine National Bank 7. Rizal Commercial Banking Corp. 8. Union Bank of the Philippines 9. Citibank NA 10. China Banking Corp. 11. Security Bank Corporation 12. United Coconut Planters Bank 13. Allied Banking Corporation 14. The Hongkong and Shanghai Banking Corporation

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Schedule N To the Purchase Agreement

LIST OF ACCEPTABLE BANKS 1. Philippine Trust Company 2. Bank of Commerce 3. East West Banking Corporation 4. Standard Chartered Bank 5. Philippine Veterans Bank 6. Asia United Bank Corporation 7. Deutsche Bank AG 8. Maybank Philippines, Inc. 9. Philippine Bank of Communications 10. ANZ Banking Group Ltd. 11. Robinsons Bank Corporation 12. JP Morgan Chase Bank, N.A. 13. Mizuho Corporate Bank, Ltd. – Manila Branch 14. The Bank of Tokyo-Mitsubishi UFJ, Ltd.