____________________________

Signed: [***]

____________________________

Signed: Mr./Ms. [***]

* The areas listed are approximate and are based on standard construction elements.

* If any of the above details are missing, it is due to the pending registration of the Horizontal Division in the Property Registry; once this is completed, the Buyer will be notified via the Property Registry Abstract, which will include the pending details.

First:

Buy and Sell.

1 The Seller sells the Property to the Buyer, who purchases it:

• As a specific asset, with a freely determined price and no restrictions on its transferability.
• Free of lessees, tenants, and occupants.
• Free of encumbrances, liens, or any registrable annotations or entries that may adversely affect the Property (except for tax liabilities, easements, or similar obligations). In the event that the Property is encumbered by a mortgage at the time the public deed of sale is executed, a portion of the price to be paid by the Buyer will be used to pay off and cancel the mortgage, without prejudice to its cancellation in the registry, which will be carried out in the following days either by the Buyer’s lender or its administrative agency, or by the Seller directly or through third parties or agents, as the case may be.
• All utility bills for any services that may have been activated must be up to date.
• Up to date with the payment of all types of taxes, fees, and levies applicable to the Property that have already accrued, with the exception of the property tax (IBI) for the year in which the deed of sale is executed, which will be apportioned between the Parties on a pro rata basis.
• Up to date with payments to the homeowners’ association, including both regular dues and any outstanding special assessments or extraordinary fees that have been billed and that arise from an agreement, act, or action by the homeowners’ association prior to the signing of the public deed of sale.

2 The Buyer acquires the Property with all legally appurtenant elements and under the conditions set forth in this Contract, along with all rights, obligations, and easements inherent to the Property, including the Buyer’s proportional share of the building’s common elements and, where applicable, the common areas of the residential complex.

Second:

Price.

• The lump-sum price (rather than a price per unit of measure or quantity) agreed upon for the execution of this sale is [***] EUROS ([***]€). In addition to the Price, the Buyer shall be responsible for the corresponding amount of Value Added Tax (“VAT”), at the applicable statutory rate (currently 10%) [***] EUROS ([***]€)., bringing the total to [***] EUROS ([***]€). The Buyer shall pay the VAT rate in effect at all times, from the signing of the Contract until the execution of the Deed of Sale.

• The Buyer agrees to pay the Price, plus the corresponding VAT, via OMF bank transfer or a personal check made out to the Seller (payment of the earnest money deposit may be made via ordinary bank transfer), in accordance with the provisions of this Contract and as follows:

  - The Buyer must comply at all times with applicable regulations regarding money laundering and terrorist financing. Among other things, the Buyer must (i) demonstrate the lawful origin of the funds and (ii) avoid payments by third parties on behalf of the Buyer.

  - You must comply at all times with the payment schedule and method set forth in Exhibit V, which also breaks down the Price among the various components of the Property.

  - If applicable, any amount already paid as a corresponding “Reservation Fee” shall be considered an advance payment toward the Price and shall be deducted from it; said reservation fee shall form part of the earnest money referred to in this Contract.

  - The price plus VAT must be paid in full, in any case, upon the execution of the Deed of Sale.

• The Seller agrees to issue the corresponding invoices after the relevant payments have been made; the Buyer must make payments via OMF bank transfer or a personal check made out to the Seller (payment of the earnest money deposit may be made via standard bank transfer) to the bank account with IBAN ES ES56 0049 6190 0427 1615 7117 designated by the Seller and held at Banco SANTANDER SA in the name of CLIPISO DESARROLLO SLU with Tax ID B87793535 (Clikalia). This amount will be transferred by Clikalia to the Seller on the day of the deed signing, and in the event of withdrawal or breach, to the appropriate party in accordance with the law.
• The Parties may not cite any market fluctuations or variations regarding the value of the Property to modify the amount of the Purchase Price or the contractual terms.

Third:

Deeds and Transfer of Property Rights

1. The contracting parties agree to formalize this sale in a public deed (the “Deed of Sale”) by appearing before the notary public designated by the Buyer within SIXTY CALENDAR DAYS from the date of this Contract. If, as of the date of this Agreement, the Property is not yet registered in the Property Registry in the Seller’s name, the period shall be counted from the day following the Seller’s notification to the Buyer of the Registry Abstract showing the Property registered in the Seller’s name. (“Notification for Formalization”). In the event that the last day of the period falls on a non-business day, the next immediately following business day shall apply:

   - To this end, the Buyer agrees to notify the Seller by email, prior to the date selected within said period and at least TEN (10) DAYS in advance, of the notary’s office, the date, and the time of the notarial act. If, by the end of said period, no such notification has been provided, the Seller shall be irrevocably authorized to appoint the notary of its choosing and to summon the Buyer to ensure that the Buyer fulfills its payment obligation.

   - If the CUP code and/or cadastral reference for the transferred property has not yet been obtained or determined, and this is a necessary requirement for the Buyer to obtain financing, the aforementioned 60-calendar-day period for the execution of the deed shall not begin until the day the Seller notifies the Buyer of the existence of such circumstances.

   - If, for reasons other than those mentioned above and not attributable to the parties, the maximum period for executing the deed provided for in the first paragraph of this provision proves insufficient, the parties shall agree to an extension for a period sufficient to execute the deed.

2. The execution of the Deed of Sale shall entail the delivery and physical possession of the Property, and therefore the transfer of ownership of the Property to the Buyer. At that time, the Seller shall deliver to the Buyer the keys to the Property and any other documentation referred to in Royal Decree 515/1989, as well as any other information required by applicable regional or sector-specific regulations.
3. In order for the Deed of Sale to be executed, the Buyer must be current in the payment of all amounts owed for any reason or in connection with the sale, whether to the Seller or to third parties involved in the transaction, or in fulfillment of any other commitments or obligations assumed under or arising from this Purchase Agreement or other agreements with such third parties regarding the sale (e.g., where applicable, fees for brokerage services related to the mortgage loan, among others); in the event of a breach of such obligations and without prejudice to the Seller’s right to terminate the contract, the Seller shall be exempt from the obligation to deliver the Property and execute the Deed of Sale.
4. The Buyer has the right to choose the notary before whom the Deed of Sale is to be executed, unless the Buyer’s choice (due to territorial jurisdiction) lacks a reasonable connection to any of the personal or real elements of the sale.
5. The Buyer and the Seller are required to appear to execute the Deed of Sale on the applicable date, at the applicable time, and at the applicable location and, where applicable, to proceed with the handover and receipt of the keys to the Property and the subsequent fulfillment of their obligations for that purpose. The foregoing applies unless a force majeure event occurs, in which case a new date or location will be scheduled.
6. Once the date for the execution of the Deed of Sale has been set, any delay in its formalization due to causes attributable to either Party shall result in (i) the setting of a new date and (ii) the non-compliant Party assuming the expenses and maintenance costs of the Property. Specifically, this includes those corresponding to the services, charges, and responsibilities of the Homeowners’ Association in accordance with the Property’s share of the association fees.
7. Until the Property is formally delivered upon the execution of the Deed of Sale, (i) the Seller expressly reserves title and ownership of the Property, and (ii) the Buyer may not alienate, lease, assign, subrogate, or encumber the use or enjoyment of the Property; any act of disposition not authorized in writing in advance by the Seller shall be deemed null and void.

Fourth:

Penal Forfeits and Failure to Perform or Complete the Sale.

1. This sale is conducted through the use of PENAL DEPOSITS in accordance with Article 1,454 of the Civil Code. The earnest money shall be equal to the sum of any reservation deposit that may have been paid and the payment made upon signing this Contract, totaling 10% plus VAT, that is, the total amount of [***] EUROS ([***]€) of the purchase price.

2. If, upon the expiration of the established deadline for the execution of the deed of sale (the initial deadline or, where applicable, an extended deadline in accordance with this Contract), the Buyer has not summoned the Seller in accordance with this Contract, or if the execution of the deed of sale is not possible for reasons attributable to the Buyer:

a) It shall be expressly understood that the Buyer withdraws from the sale, and the Seller shall retain the amounts paid as a penalty deposit.

3. If, upon the expiration of the term established for the execution of the deed of sale (the initial term or, where applicable, an extended term in accordance with this Contract), the Seller fails to appear to execute the deed of sale, or if the execution of the deed of sale is not possible for reasons attributable to the Seller:

a) It shall be expressly understood that the Seller has withdrawn from the sale, and the Buyer may demand double the amount paid as a penalty deposit, which the Seller must pay.

Fifth:

Condition and status of the property upon delivery.

1 The Seller agrees to formalize this sale in a notarized deed, subject to the following conditions:

• The property is to be vacated of all furniture and personal effects, with the exception of built-in or fixed furniture.
• The Seller agrees to transfer the property WITHOUT registering the basic utilities—water, electricity, and gas—in the property’s name. If any of these utilities are registered in the Seller’s name as of the date of the deed execution, the Seller also agrees to provide, before or at the time of the deed execution, the necessary information so that the Buyer may process the change of ownership for such utilities.
• At the time of the deed signing, the Seller shall hand over all sets of keys to the property.
• In compliance with the provisions of Law 38/1999, of November 5, on Building Regulations, the Seller has taken out a ten-year warranty to guarantee compensation for property damage caused to the building by defects affecting structural elements and directly compromising the mechanical strength and stability of the building in which the Property is located.

Sixth:

Expenses and Taxes.

Taxes:

1 All expenses, fees, and taxes arising from this sale and its execution as a notarized deed shall be paid by the Buyer, except:

• The Tax on the Increase in the Value of Urban Land (Municipal Capital Gains Tax), which shall in all cases be borne by the Seller.
• The Real Estate Tax (IBI) for the year in which the deed is executed shall be borne by both parties on a pro rata temporis basis. If the tax assessment and payment are pending, the Seller shall issue a provisional assessment based on the amount for the immediately preceding year, increased by 15%. The Buyer must pay this provisional amount to the Seller; once it has been settled and paid, the Seller will prepare a final settlement and reimburse the Buyer for any excess amount during the first quarter of the year immediately following the execution of the public deed of sale.

2. To cover the Buyer’s account costs, the Buyer shall make the corresponding provision of funds at the time the Deed of Sale is executed.

Pre-Contractual Information (TRLGDCU): The Seller, in compliance with the provisions of Royal Legislative Decree 1/2007, dated November 16, which approves the consolidated text of the General Law for the Protection of Consumers and Users, hereby declares that it has provided the Buyer, prior to the signing of this Contract, with the following information: (i) the main characteristics of the Property; (ii) the Seller’s identity and address; (iii) the total purchase price, including applicable taxes; (iv) the payment procedures; (v) the expected date for the execution of the public deed; (vi) the existence or absence of encumbrances or liens on the Property; and (vii) the right to withdraw from the contract by forfeiting the earnest money deposit or, where applicable, receiving double the amount thereof in accordance with Article 1454 of the Civil Code. The Buyer declares that they have received this information in an understandable format prior to signing this Contract.

Seventh:

Authorizations and Procedures.

1 The Buyer authorizes the Seller to perform the following functions or activities:

a) To carry out, in the interest of the Buyer and the other buyers of properties in the Development/Building, whatever steps are necessary for the construction, physical division, administration, and operation of the Property and the building to which it belongs, and to sign whatever contracts it deems appropriate for the implementation and operation of the common services.

b) To place and maintain advertising billboards or signs—whether its own or those of third parties—on the building, lot, or premises of which the Property is a part, even during the marketing of the development, provided that this does not materially interfere with the Buyer’s peaceful enjoyment of the Property.

c) Execute the corresponding deed of declaration of new construction and division under the horizontal property regime, or corrections to the foregoing, and establish the bylaws of the homeowners’ association of which the Property is or will be a part (the “Association”), setting forth the conditions, active or passive easements, and encumbrances that may be necessary or appropriate, the various elements capable of independent use, and the common elements, as well as specifying the percentage of the latter that corresponds to each of the owners who are members of the Owners’ Association, and to introduce into said documents whatever alterations, modifications, or corrections may be necessary based on the Project or the work performed.

d) Draft the rules or bylaws that will govern the Community, which shall comply with the terms of the Horizontal Property Law, incorporating those provisions deemed advisable based on the characteristics of the building.

e) To convene, if the Seller deems it necessary, the first meeting of the Community at which the secretary-administrator will be appointed, as well as to contract, at the expense of the future owners, the services necessary for the operation of the building’s common areas, such as water, electricity, elevator maintenance, etc., for which purpose the Buyer grants irrevocable power of attorney to the Seller and agrees to provide the necessary funds requested for this purpose.

f) Execute as many deeds as necessary to ensure the legal and technical viability of the development, as well as, where applicable, any deeds for rectification or modification, establishing their content with the broadest discretion.

Eighth:

Requirement for Performance Due to Penitential Arras and Force Majeure.

1 In accordance with the provisions of Article 1,454 of the Civil Code, a penalty deposit applies; therefore, this clause authorizes the parties to withdraw from the Contract under the terms agreed upon below:

• In the event that the seller withdraws from the contract, the buyer shall be entitled to double the amount paid as a deposit, as set forth in the fourth provision of this contract.

• In the event of withdrawal by the buyer, the seller shall have the right to terminate the obligation to sell, retaining as compensation for damages the amount paid as a deposit, as set forth in the second provision of this contract.

  It shall be understood that either contracting party withdraws from this contract if, except in cases of force majeure, it fails to appear at the execution of the deed, or, having appeared, fails to execute the deed for any reason attributable to it, except in cases of force majeure.

2. Likewise, both parties shall be deemed to have withdrawn from this contract if they fail to fulfill any of the other essential obligations arising from this contract.

3. Force Majeure: Neither Party shall be liable for any breach of the obligations assumed under this Sales Contract when the performance of such obligations becomes impossible due exclusively to force majeure.

For the purposes of this Agreement, “force majeure” shall be understood to include the following circumstances: natural disasters, earthquakes, floods, labor disputes, general strikes, rebellion, fires, explosions affecting the parties, sabotage, epidemics, or pandemics, any intervention or declaration by government authorities, public institutions, or other agencies regarding situations analogous to those caused by COVID-19 that results in a prohibition on holding the event to which this Agreement refers, as well as any unforeseeable, unavoidable event beyond the control of the affected Party that (i) is beyond its control, (ii) prevents the full performance of the Agreement, (iii) cannot be overcome by taking reasonable measures required of the Party in question, and (iv) when these circumstances are not attributable to the Parties due to negligence or bad faith.

Under no circumstances shall the occurrence of a force majeure event entitle either Party to a revision of the Price.

Novena:

Information Processing

1. In compliance with the provisions of current regulations regarding the Protection of Personal Data, [***], with Tax ID [***] and registered address at [***], as the DATA CONTROLLER, hereby informs you that the personal data contained in this Contract and any data arising from the relationship will be processed for the following main purposes:

1. Establishment of the contractual relationship and preliminary documentation arising from the preparation of the sale.
2. Handling of all necessary procedures for the acquisition of the properties subject to the sale.
3. Processing of payments, guarantees (sureties or insurance), and taxes arising from the sale.
4. Handling, as applicable, of registration in relevant records, deed execution, and homeowners’ association matters.
5. Customer Service.
6. Sending out quality surveys to improve our products and/or services as part of our continuous improvement process.
7. Handling the transfer of utilities for the property being bought or sold.

2. The legal basis for data processing is the performance of the contract; providing this data is necessary because, otherwise, it would not be possible to formalize the contractual relationship. It is also necessary to comply with current administrative, tax, civil, and mortgage regulations applicable to real estate sales, as well as to protect the legitimate interests of the parties in the event of disputes arising from the contract. The processing of your data for the purpose of managing service quality may be considered to be carried out on the basis of a legitimate interest.

3. The data will be retained for as long as the relationship continues and no request for its deletion is made, and in any case in compliance with applicable legal time limits and statutes of limitations, as well as any other time limits arising from current financial, tax, or real estate regulations.

4. The data will be disclosed to the following entities:

1. Bank(s) and/or insurance companies to guarantee the amounts paid toward the purchase price and deposited into the special account, in accordance with current regulations.
2. Notaries and Registries for the purpose of drafting deeds of sale and registering title.
3. Banks and credit institutions for the financial management of the sale transaction, including mortgage subrogations, guarantees, and sureties.
4. Insurance brokers and insurance companies pursuant to Law 38/1999, of November 5, on Building Regulations.
5. The Tax Agency and other competent state, regional, and local government agencies and public entities, for the purpose of filing the corresponding tax returns (taxes and fees), obtain administrative licenses and authorizations, report the property’s cadastral ownership as well as the owner’s address, and manage obligations related to the Real Property Tax and the Tax on the Increase in the Value of Urban Land.
6. Utility providers to carry out the necessary procedures for changes in ownership of the property.
7. Courts and tribunals for handling any disputes arising from the sale.
8. Other entities subject to legal obligations.

5. No international data transfers are planned.

6. Data subjects may exercise their rights of access, rectification, erasure, data portability, and restriction or objection by sending a written request to the Data Protection Officer of the DATA CONTROLLER at the following email address: dpo@clikalia.com. Likewise, data subjects have the right to file a complaint with the Supervisory Authority (Spanish Data Protection Agency: www.aepd.es).

Tenth:

Assignment of Contractual Position, Submission to Jurisdiction, and Applicable Regulations.

1. The Parties may not assign their contractual position under this Agreement to a third party outside the contractual relationship without the express consent of the other Party. However, the Seller may assign its contractual position under this Agreement to any company belonging to its group of companies (as defined in Article 42 of the Commercial Code).
2. The parties, waiving their own jurisdiction, if any, submit to the jurisdiction and authority of the courts and tribunals of the provincial capital where the acquired real property is located to resolve any dispute regarding the execution and/or performance of this Agreement.

Eleventh:

Prevention of Money Laundering and Terrorist Financing.

1. Pursuant to Law 10/2010 of April 28 on the Prevention of Money Laundering and Terrorist Financing, the Seller is a regulated entity subject to applicable regulations and must comply with due diligence obligations. The Seller is required to collect from its customers the information and documentation it deems necessary to fulfill this obligation.

   2. The Buyer expressly agrees to provide the Seller, effective today and throughout the term of this Purchase Agreement, with all documents and other information requested by the Seller for the purpose of verifying the Buyer’s identity, professional or business activity, the lawful origin of the funds with which, if applicable, will be used to pay for the purchase of the Property, and any other relevant circumstances (the “AML Documentation”), for the purpose of complying with the anti-money laundering and counter-terrorism financing regulations applicable to the Seller at any given time (the “AML/CTF Regulations”). In this regard, if the Buyer has been requested to provide additional documentation after the Sale Agreement has been formalized:

   a) If the Buyer fails to submit all the AML Documentation within 15 calendar days—except for documentation that, by its nature, cannot be required within that period—or if such documentation and/or information does not comply with the Seller’s requirements, the Seller may grant an additional period for the Buyer to submit all such documentation and/or information in full. If, upon expiration of the new deadline, the Buyer has not submitted all of the requested PBC Documentation, the Seller may terminate this Sales Contract and impose on the Buyer a penalty in lieu of damages in an amount equivalent to the Penalty; the Seller may satisfy payment of said Penalty by retaining 100% of the amounts paid to it by the Buyer up to that point as part of the Price.

   b) If, after the full submission of the required documentation and information, the Seller refuses to proceed with the transaction in accordance with AML/CFT Regulations, or is unable to implement all due diligence measures and/or fulfill the other obligations imposed by AML/CFT Regulations, the Seller may terminate this Sales Contract without penalty to either Party, and the Seller shall refund to the Buyer the full amount paid by the Buyer.

Twelfth:

Business Integrity and Best Practices.

The Parties undertake to act with integrity and in accordance with the highest standards of professionalism and honesty. Specifically, they consider it unacceptable to give or accept gifts or incentives intended to influence negotiations or decision-making, a principle that both Parties consider binding.

Additionally, the Parties undertake not to promise, offer, give, or make any payment, gift, gratuity, and/or deliver any object of value, whether tangible or intangible—either directly or through third parties (including, for this purpose, their agents, employees, executives, shareholders, collaborators, representatives, or any other third party)—with the intent to induce a third party to perform or, conversely, refrain from performing any act that entails preferential treatment for the Buyer, or a breach of its obligations, and/or that could be dishonest, illegal, contrary to good faith, public order, or commonly accepted social principles, or that could constitute a breach of trust.

The Parties undertake to act at all times in an honest, fair, and ethical manner, committing to act with integrity; to this end, the Seller maintains a zero-tolerance policy regarding bribery and corruption. Furthermore, the Seller represents and warrants that both the Seller’s company and its employees, officers, shareholders, agents, representatives, and any other collaborators strictly comply with applicable regulations regarding corruption, bribery, ethical business conduct, money laundering, political contributions, gifts, and gratuities, and that, in addition, the Supplier is not aware of any instance in which the company or any person associated with it has violated such regulations during the five years prior to the signing of this contract.

Additionally, the Seller commits to drafting, approving, and implementing whatever policies and procedures are necessary and to taking appropriate measures to ensure that neither the company nor its employees, officers, shareholders, collaborators, representatives, or any other person associated with it or acting on its behalf engages in any actions contrary to this clause.

The Buyer agrees to immediately notify the Seller upon becoming aware of any breach or action contrary to this clause.

Thirteenth:

Governing Law and Jurisdiction

This Agreement is governed by Spanish law and, in particular, by the Spanish Civil Code.

Any disputes shall be subject to the jurisdiction of the courts and tribunals of the location where the Property is situated.

[***]Base amount in euros

[***]€ VAT

[***]Base amount in euros

[***]€ VAT

* The areas listed are approximate, based on construction using standard materials.

* If any of the above details are missing, it is due to the pending registration of the Horizontal Division in the Property Registry; once this is completed , the Buyer will be notified via the Property Registry Abstract, which will include the pending details.

First:

Buy and Sell.

3. The Seller sells the Property to the Buyer, who purchases it:

• As a specific asset, with a freely determined price and no restrictions on its transferability.
• Free of lessees, tenants, and occupants.
• Free of encumbrances, liens, or any registrable annotations or entries that may adversely affect the Property (except for tax liabilities, easements, or similar obligations). In the event that the Property is encumbered by a mortgage at the time the public deed of sale is executed, a portion of the price to be paid by the Buyer will be used to pay off and cancel the mortgage, without prejudice to its cancellation in the registry, which will be carried out in the following days either by the Buyer’s lender or its administrative agency, or by the Seller directly or through third parties or agents, as the case may be.
• All utility bills for any services that may have been activated must be up to date.
• Up to date with the payment of all types of taxes, fees, and levies applicable to the Property that have already accrued, with the exception of the property tax (IBI) for the year in which the deed of sale is executed, which will be apportioned between the Parties on a pro rata basis.
• Up to date with payments to the homeowners’ association, including both regular dues and any outstanding special assessments or extraordinary fees that have been billed and that arise from an agreement, act, or action by the homeowners’ association prior to the signing of the public deed of sale.

4. The Buyer acquires the Property along with all legally appurtenant elements and under the conditions set forth in this Contract, including all rights, obligations, and easements inherent to the Property, including the Buyer’s proportional share of the building’s common elements and, where applicable, the common areas of the residential complex.

Second:

Price.

The lump-sum price (rather than a rate per unit of measurement or number) agreed upon for the execution of this sale is [***] EUROS ([***]€). At the time the deed of sale is executed, the Buyer shall pay the applicable tax rate for the tax on onerous transfers of property in effect at that time.

The Buyer agrees to pay the Price via OMF bank transfer or a certified check made out to the Seller (payment of the earnest money deposit may be made via standard bank transfer), in accordance with the provisions of this Contract and as follows:

• The Buyer must comply at all times with applicable regulations regarding money laundering and terrorist financing. Among other things, the Buyer must (i) demonstrate the lawful origin of the funds and (ii) avoid payments by third parties on behalf of the Buyer.
• You must comply at all times with the payment schedule and method set forth in Exhibit IV, which also breaks down the Price among the various components of the Property.
• If applicable, any amount already paid as the corresponding “Reservation” is considered an advance payment toward the Price and is deducted from it; this reservation amount forms part of the earnest money referred to in this Contract.
• The price must be paid in full, in any case, upon the execution of the Deed of Sale.

The Seller agrees to issue the corresponding invoices after the relevant payments have been made; the Buyer must make payments via OMF bank transfer or a personal check made out to the Seller (payment of the earnest money deposit may be made via standard bank transfer) to the bank account with IBAN ES ES56 0049 6190 0427 1615 7117 designated by the Seller and held at Banco SANTANDER SA in the name of CLIPISO DESARROLLO SLU with Tax ID B87793535 (Clikalia). This amount will be transferred by Clikalia to the Seller on the date of the deed of conveyance, and in the event of withdrawal or breach, to the party entitled thereto in accordance with the law.

The Parties may not cite any market fluctuations or variations regarding the value of the Property to modify the amount of the Purchase Price or the contractual terms.

Third:

Deeds and Transfer of Property Rights

8. The contracting parties agree to formalize this sale in a public deed (the “Deed of Sale”) by appearing before the notary public designated by the Buyer within SIXTY CALENDAR DAYS from the date of this Contract. If, as of the date of this Agreement, the Property is not yet registered in the Property Registry in the Seller’s name, the period shall be counted from the day following the Seller’s notification to the Buyer of the Simple Registry Extract showing the Property registered in the Seller’s name. (“Notification for Formalization”). In the event that the last day of the period falls on a non-business day, the next immediately following business day shall apply:

• To this end, the Buyer agrees to notify the Seller by email, prior to the date selected within said period and at least TEN (10) DAYS in advance, of the notary’s office, the date, and the time of the notarial appointment. If, by the end of said period, no such notification has been provided, the Seller shall be irrevocably authorized to appoint the notary of its choosing and to summon the Buyer to ensure that the Buyer fulfills its payment obligation.
• If the CUP code and/or cadastral reference for the transferred property has not yet been obtained or determined, and this is a necessary requirement for the Buyer to obtain financing, the aforementioned 60-calendar-day period for the execution of the deed shall not begin until the day the Seller notifies the Buyer of the existence of such circumstances.
• If, for reasons other than those mentioned above and not attributable to the parties, the maximum period for executing the deed provided for in the first paragraph of this provision proves insufficient, the parties shall agree to an extension for a period sufficient to execute the deed.

9. The execution of the Deed of Sale shall constitute the delivery and physical possession of the Property, and therefore the transfer of ownership of the Property to the Buyer. At that time, the Seller shall deliver to the Buyer the keys to the Property and any other documentation referred to in Royal Decree 515/1989, as well as any other information required by applicable regional or sector-specific regulations.

10. For the execution of the Deed of Sale, the Buyer must be current in payment of all amounts owed for any reason or in connection with the sale, whether to the Seller or to third parties involved in the transaction, or in fulfillment of any other commitments or obligations assumed under or arising from this Purchase Agreement or other agreements with such third parties regarding the sale (e.g., where applicable, fees for mortgage brokerage, among others); in the event of a breach of such obligations and without prejudice to the Seller’s right to terminate the contract, the Seller shall be exempt from the obligation to deliver the Property and execute the Deed of Sale.

11. The Buyer has the right to choose the notary before whom the Deed of Sale is to be executed, unless such choice (due to territorial jurisdiction) lacks a reasonable connection to any of the personal or real elements of the sale.

12. The Buyer and the Seller are obligated to appear to execute the Deed of Sale on the applicable date, at the applicable time, and at the applicable location and, where applicable, to proceed with the handover and receipt of the keys to the Property and the subsequent fulfillment of their obligations for that purpose. The foregoing applies unless a force majeure event occurs, in which case a new date or location will be scheduled.

13. Once the date for the execution of the Deed of Sale has been set, any delay in its formalization due to causes attributable to either Party shall result in (i) the setting of a new date and (ii) the non-compliant Party assuming the expenses and maintenance costs of the Property. Specifically, this includes those corresponding to the services, charges, and responsibilities of the Homeowners’ Association in accordance with the Property’s share of the association fees.

14. Until the Property is formally delivered upon the execution of the Deed of Sale, (i) the Seller expressly reserves title and ownership of the Property, and (ii) the Buyer may not sell, lease, transfer, assign, or encumber the use or enjoyment of the Property; any act of disposition not authorized in writing in advance by the Seller shall be deemed null and void.

Fourth:

Penal Forfeits and Failure to Perform or Complete the Sale.

1. This sale is conducted through the use of a PENAL DEPOSIT in accordance with Article 1,454 of the Civil Code. The earnest money shall be equal to the sum of the reservation deposit, if any, and the payment made upon signing this Contract, totaling 10% of the purchase price, that is, the total amount of [***] EUROS ([***]€).

2. If, upon the expiration of the established deadline for the execution of the deed of sale (the initial deadline or, where applicable, an extended deadline in accordance with this Contract), the Buyer has not summoned the Seller in accordance with this Contract, or if the execution of the deed of sale is not possible for reasons attributable to the Buyer:

B) It shall be expressly understood that the Buyer withdraws from the sale, and the Seller shall retain the amounts paid as a penalty deposit.

3. If, upon the expiration of the term established for the execution of the deed of sale (the initial term or, where applicable, an extended term in accordance with this Contract), the Seller fails to appear to execute the deed of sale, or if the execution of the deed of sale is not possible for reasons attributable to the Seller:

B) It shall be expressly understood that the Seller has withdrawn from the sale, and the Buyer may demand double the amount paid as a penalty deposit, which the Seller must pay.

Fifth:

Condition and status of the property upon delivery.

2. The Seller agrees to formalize this sale in a notarized deed, subject to the following conditions:

• The property is to be vacated of all furniture and personal effects, with the exception of built-in or fixed furniture.
• The Seller agrees to transfer the property WITHOUT registering the property’s basic utilities—water, electricity, and gas. If any of these utilities are registered as of the date of the deed, the Seller also agrees to provide, before or at the time of the deed, the necessary information so that the Buyer can process the change of ownership for such utilities.
• At the time of the deed execution, the Seller shall hand over all sets of keys to the property.
• In compliance with the provisions of Law 38/1999, of November 5, on Building Regulations, the Seller has taken out a ten-year warranty to guarantee compensation for property damage caused to the building by defects affecting structural elements and directly compromising the mechanical strength and stability of the building where the Property is located.

Sixth:

Expenses and Taxes.

Taxes:

3. All expenses, fees, and taxes arising from this sale (ITP-AJD) and its notarization shall be paid by the Buyer, except:

• The Tax on the Increase in the Value of Urban Land (Municipal Capital Gains Tax), which shall in all cases be borne by the Seller.
• The Real Estate Tax (IBI) for the year in which the deed is executed shall be borne by both parties on a pro rata temporis basis. If the tax has not yet been assessed and paid, the Seller shall issue a provisional assessment based on the amount for the immediately preceding year, increased by 15%. The Buyer must pay this provisional amount to the Seller; once it has been settled and paid, the Seller will prepare a final settlement and reimburse the Buyer for any excess amount during the first quarter of the year immediately following the execution of the public deed of sale.

4. To cover the Buyer’s account costs, the Buyer shall make the corresponding provision of funds at the time the Deed of Sale is executed.

Pre-Contractual Information (TRLGDCU): The Seller, in compliance with the provisions of Royal Legislative Decree 1/2007, dated November 16, which approves the consolidated text of the General Law for the Protection of Consumers and Users, hereby declares that it has provided the Buyer, prior to the signing of this Contract, with the following information: (i) the main characteristics of the Property; (ii) the Seller’s identity and address; (iii) the total purchase price, including applicable taxes; (iv) the payment procedures; (v) the expected date for the execution of the public deed; (vi) the existence or absence of encumbrances or liens on the Property; and (vii) the right to withdraw from the contract by forfeiting the earnest money deposit or, where applicable, receiving double the amount thereof in accordance with Article 1454 of the Civil Code. The Buyer declares that they have received this information in an understandable format prior to signing this Contract.

Seventh:

Permits and Administrative Procedures.

2. The Buyer authorizes the Seller to perform the following functions or activities:

g) To carry out, in the interest of the Buyer and the other buyers of properties in the Development/Building, whatever steps are necessary for the construction, physical division, administration, and operation of the Property and the building to which it belongs, and to sign whatever contracts it deems appropriate for the implementation and operation of the common services.

h) To place and maintain advertising billboards or signs—whether its own or those of third parties—on the building, lot, or premises of which the Property is a part, even during the marketing of the development, provided that this does not materially impair the Buyer’s peaceful enjoyment of the Property.

i) Execute the corresponding deed of declaration of new construction and division under the condominium regime, or corrections to the foregoing, and establish the bylaws of the homeowners’ association of which the Property is or will be a part (the “Association”), setting forth the conditions, active or passive easements, and encumbrances that may be necessary or appropriate, the various elements capable of independent use, and the common elements, as well as specifying the percentage of the latter that corresponds to each of the owners who are members of the Association, and to introduce into said deed any alterations, modifications, or corrections that may be necessary based on the Project or the work performed.

j) Draft the rules or bylaws that will govern the Community, which shall comply with the terms of the Horizontal Property Law, incorporating those provisions deemed advisable based on the characteristics of the building.

k) To convene, if the Seller deems it necessary, the first meeting of the Community at which the secretary-administrator will be appointed, as well as to contract, at the expense of the future owners, the services necessary for the operation of the building’s common areas, such as water, electricity, elevator maintenance, etc., for which purpose the Buyer grants irrevocable power of attorney to the Seller and agrees to provide the necessary funds requested for this purpose.

l) Execute as many deeds as necessary to ensure the legal and technical viability of the development, as well as, where applicable, any deeds for rectification or modification, establishing their content with the broadest discretion.

Eighth:

Requirement for Performance Due to Penitential Arras and Force Majeure.

4. In accordance with the provisions of Article 1,454 of the Civil Code, a penalty deposit applies; therefore, this clause authorizes the parties to withdraw from the Contract under the terms agreed upon below:

• In the event of withdrawal by the seller, the buyer shall be entitled to double the amount paid as a deposit, as set forth in the fourth provision of this contract.

• In the event of withdrawal by the buyer, the seller shall have the right to terminate the obligation to sell, retaining as compensation for damages the amount paid as a deposit, as set forth in the second provision of this contract.

  It shall be understood that either contracting party withdraws from this contract if, except in cases of force majeure, it fails to appear at the execution of the deed, or, having appeared, fails to execute the deed for any reason attributable to it, except in cases of force majeure.

5. Likewise, both parties shall be deemed to have withdrawn from this contract if they fail to fulfill any of the other essential obligations arising from this contract.

6. Force Majeure: Neither Party shall be liable for any failure to perform its obligations under this Sales Agreement when such performance becomes impossible due exclusively to force majeure.

For the purposes of this Agreement, “force majeure” shall be understood to include the following circumstances: natural disasters, earthquakes, floods, labor disputes, general strikes, rebellion, fires, explosions affecting the parties, sabotage, epidemics, or pandemics, any intervention or declaration by government authorities, public institutions, or other agencies regarding situations analogous to those caused by COVID-19 that result in a prohibition on holding the event to which this Agreement refers, as well as any unforeseeable, unavoidable event beyond the control of the affected Party that (i) is beyond its control, (ii) prevents the full performance of the Agreement, (iii) cannot be overcome by taking reasonable measures required of the Party in question, and (iv) when these circumstances are not attributable to the Parties due to negligence or bad faith.

Under no circumstances shall the occurrence of a force majeure event entitle either Party to a revision of the Price.

Novena:

Information Processing

1. In compliance with the provisions of current regulations regarding the Protection of Personal Data, [***], with Tax ID [***] and registered address at [***], as the DATA CONTROLLER, hereby informs you that the personal data contained in this Contract and any data arising from the relationship will be processed for the following main purposes:

• Establishment of the contractual relationship and preliminary documentation arising from the preparation of the sale.
• Handling of all necessary procedures for the acquisition of the properties subject to the sale.
• Processing of payments, guarantees (sureties or insurance), and taxes arising from the sale.
• Handling, as applicable, of registration in relevant records, deed execution, and homeowners’ association matters.
• Customer Service.
• Sending out quality surveys to improve our products and/or services as part of our continuous improvement process.
• Handling the transfer of utilities for the property being bought or sold.

2. The legal basis for data processing is the performance of the contract; providing this data is necessary because, otherwise, it would not be possible to formalize the contractual relationship. It is also necessary to comply with current administrative, tax, civil, and mortgage regulations applicable to real estate sales, as well as to protect the legitimate interests of the parties in the event of disputes arising from the contract. The processing of your data for the purpose of managing service quality may be considered to be carried out on the basis of a legitimate interest.

3. The data will be retained for as long as the relationship continues and no request is made for its deletion, and in any case, in compliance with applicable legal time limits and statutes of limitations, as well as any other time limits arising from current financial, tax, or real estate regulations.

4. The data will be disclosed to the following entities:

• Bank(s) and/or insurance companies to guarantee the amounts paid toward the purchase price and deposited into the special account, in accordance with current regulations.
• Notaries and land registries for the purpose of drafting deeds of sale and registering title.
• Banks and credit institutions for the financial management of the sale transaction, including mortgage subrogations, guarantees, and sureties.
• Insurance brokers and insurance companies pursuant to Law 38/1999, of November 5, on Building Regulations.
• The Tax Agency and other competent state, regional, and local government agencies and public entities, for the purpose of filing the corresponding tax returns (taxes and fees), obtain administrative licenses and authorizations, report the property’s cadastral ownership as well as the owner’s address, and manage obligations related to the Real Property Tax and the Tax on the Increase in the Value of Urban Land.
• Utility providers to process the necessary changes in ownership of the property.
• Courts and tribunals for handling any disputes arising from the sale.
• Other entities subject to legal obligations.

5. No international data transfers are planned.

6. Data subjects may exercise their rights of access, rectification, erasure, portability, and restriction or objection by writing to the Data Protection Officer of the CONTROLLER at the following email address: dpo@clikalia.com. Likewise, data subjects have the right to file a complaint with the Supervisory Authority (Spanish Data Protection Agency: www.aepd.es).

Tenth:

Assignment of Contractual Position, Submission to Jurisdiction, and Applicable Regulations.

3. The Parties may not assign their contractual position under this Agreement to a third party outside the contractual relationship without the express consent of the other Party. Non , however, the Seller may assign its contractual position under this Agreement to any company belonging to its group of companies (as defined in Article 42 of the Commercial Code).

4. The parties, waiving their own jurisdiction, if any, submit to the jurisdiction and authority of the courts and tribunals of the provincial capital where the acquired real property is located to resolve any dispute regarding the execution and/or performance of this Agreement.

Eleventh:

Prevention of Money Laundering and Terrorist Financing.

1. Pursuant to Law 10/2010 of April 28 on the Prevention of Money Laundering and Terrorist Financing, the Seller is a regulated entity subject to applicable regulations and must comply with due diligence obligations. The Seller is required to collect from its customers the information and documentation it deems necessary to fulfill said obligation.

2. The Buyer expressly agrees to provide the Seller, effective today and throughout the term of this Purchase Agreement, with all documents and other information requested by the Seller for the purpose of verifying the Buyer’s identity, professional or business activity, the lawful origin of the funds with which, if applicable, will be used to pay for the purchase of the Property, and any other relevant circumstances (the “AML Documentation”), for the purpose of complying with the anti-money laundering and counter-terrorism financing regulations applicable to the Seller at any given time (the “AML/CTF Regulations”). In this regard, should the Buyer have been requested to provide additional documentation after the Sale Agreement has been formalized:

c. If the Buyer fails to submit all the AML Documentation within 15 calendar days—except for documentation that, by its nature, cannot be required within that period—or if such documentation and/or information does not comply with the Seller’s requirements, the Seller may grant an extension for the Buyer to submit all such documentation and/or information in full. If, upon expiration of the new deadline, the Buyer has not submitted all of the requested PBC Documentation, the Seller may terminate this Sales Contract and impose on the Buyer a penalty in lieu of damages in an amount equivalent to the Penalty; the Seller may satisfy payment of said Penalty by retaining 100% of the amounts paid to it by the Buyer up to that point as part of the Price.

d. If, after the full submission of the required documentation and information, the Seller refuses to proceed with the transaction in accordance with AML/CFT Regulations, or is unable to implement all due diligence measures and/or fulfill the other obligations imposed by AML/CFT Regulations, the Seller may terminate this Sales Contract without penalty to either Party, and the Seller shall refund to the Buyer the full amount paid by the Buyer.

Twelfth:

Business Integrity and Best Practices.

The Parties undertake to act with integrity and in accordance with the highest standards of professionalism and honesty. Specifically, they consider it unacceptable to give or accept gifts or incentives intended to influence negotiations or decision-making, a principle that both Parties consider binding.

Additionally, the Parties undertake not to promise, offer, give, or make any payment, gift, gratuity, and/or deliver any object of value, whether tangible or intangible—either directly or through third parties (including, for this purpose, their agents, employees, executives, shareholders, collaborators, representatives, or any other third party)—with the intent to induce a third party to perform or, conversely, refrain from performing any act that entails preferential treatment for the Buyer, or a breach of its obligations, and/or that could be dishonest, illegal, contrary to good faith, public order, or commonly accepted social principles, or that could constitute a breach of trust.

The Parties undertake to act at all times in an honest, fair, and ethical manner, committing to act with integrity; to this end, the Seller maintains a zero-tolerance policy regarding bribery and corruption. Furthermore, the Seller represents and warrants that both the Seller’s company and its employees, officers, shareholders, agents, representatives, and any other collaborators strictly comply with applicable regulations regarding corruption, bribery, ethical business conduct, money laundering, political contributions, gifts, and gratuities, and that, in addition, the Supplier is not aware of any instance in which the company or any person associated with it has violated such regulations during the five years prior to the signing of this contract.

In addition, the Seller agrees to draft, approve, and implement as many policies and procedures as necessary and to take appropriate measures to ensure that neither the company nor its employees, officers, shareholders, contractors, representatives, or any other person associated with or acting on its behalf engages in any actions contrary to this clause.

The Buyer agrees to immediately notify the Seller upon becoming aware of any breach or action contrary to this clause.

Thirteenth:

Governing Law and Jurisdiction

This Agreement is governed by Spanish law and, in particular, by the Spanish Civil Code.

Any disputes shall be subject to the jurisdiction of the courts and tribunals of the location where the Property is situated.