CONDITIONAL CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This Conditional Contract to Sell (hereinafter Contract), made and entered into this __ day of
_________, 2017, at Cebu City, by and between:

FIRST PARTY., a corporation duly organized and existing under and by

virtue of the laws of the Republic of the Philippines, with principal
office address at 28 Pilar St., San Juan, Province of Rizal, and herein
represented by its Attorney-in-Fact________., (hereinafter referred to
as the SELLER)

-and-

SECOND PARTY, a corporation duly organized and existing under and

by virtue of the laws of the Republic of the Philippine, with principal
office address at Zone Pechay, Jayme St., Paknaan St., Mandaue City,
and herein after represented by its Vice President, _________
(hereinafter reffered to as the BUYER)

(The SELLER and the BUYER shall hereinafter be collectively referred to

as the PARTIES)

WITNESSETH; That

WHEREAS, the SELLER is the legal, absolute, and registered owner of Three (3) parcels of land
located along Jekosalem Street, Cebu City, more particularly described as follows:

1. A parcel of land ___________;

2. A parcel of land ___________;

3. A parcel of land ___________

WHEREAS, the SELLER desires to sell and the BUYER has agreed to purchase the abovementioned
property, subject to the terms and conditions of this Contract, for a total aggregate area of
____________ square meters (_____sq.m.) more or less (hereinafter referred to as the
PROPERTIES)

NOW, THEREFORE, for and in consideration of the foregoing premises, and subject to the terms
and conditions herein below stipulated, the Parties to this Contract agree as follows:

1. PURCHASE PRICE
For and in consideration of total purchase price ____________________ (Php ____________)
(hereinafter referred to as PURCHASE PRICE), the SELLER agreed to sell, cede, transfer, and
convey unto the BUYER all the SELLERs rights, title, and interest in and to the PROPERTIES.

2. TERMS OF PAYMENT

The BUYER shall pay the Purchase Price in accordance with the following:

a) Immediately upon signing of this Contract, ____________ Philippine Pesos (Php

_________);

b) The Remaining balance of _____________ in Philippine Pesos (Php ___________) shall

be covered _______ POST DATED CHECKS, for a period of Twenty-Eight (28) months,
without the need for notice, demand, presentment or any other act or deed;

3. BUYER AND SELLER COVENANT

a. That the SELLER reserves his right of ownership over the subject lands until full payment
of the consideration;

b. The SELLERS shall warrant and keep the Properties free and clear of any mortgages, liens,
encumbrances, adverse claim, easements, agreements, contracts, options, or any
arrangements granting any person the right to acquire ownership of or to use or occupy
the same until the Deed of Absolute Sale is Executed;

c. The parties agree that the Deed of Absolute Sale shall be executed upon full payment of
the Purchase Price of the subject Properties and the Transfer Certificate of Title shall be
transferred under the name of the BUYER thereafter;

d. Should the BUYERs post dated check is dishonored by the drawee bank for insufficiency
of funds or credit or would have been dishonored for the same reason had not the BUYER,
without any valid reason, ordered the bank to stop payment, and fails to replace the
check, or make payment for the same within thirty (15) days after notice of the dishonor,
it shall render the Contract of no force and effect, furthermore, all payments made shall
be forfeited and waived in favor of the SELLER;

e. Upon execution of this Contract, the BUYER shall have Beneficial Ownership to occupy
and use the property. The BUYER can take, assume/gain possession, consolidate,
subdivide, develop and/or introduce any kinds of improvements as the BUYER may deem
necessary and appropriate for its business;

f. The SELLER shall execute a Special Power of Attorney authorizing the BUYER to represent
the latter in processing, transacting, and negotiating with the Local Government Units, its
agencies/ departments, bureaus of any instrumentalities of the National Government,
such as but not limited to the Housing Land Use Regulatory Board (HLURB), Department
of Environment and Natural Resources (DENR), Government Owned and Controlled
Corporations (GOCC), including private corporations such as but not limited to VECO,
MECO, Telephone Companies and Water Utilities, for the subject Properties;

g. The BUYER is authorized to conduct the sketch relocation survey of the total area by a
Licensed Geodetic Engineer chosen by the BUYER at its own expense;

h. The representations and warranties confirmed or made by the SELLE in this Contract shall
continue to be true and correct on and as of the date of execution of this Contract and
 the Absolute Deed of Sale, with the same effect as though such representations and
warrantees had been made on and as of such date;

i. The PARTIES shall not commit material breach of any of its obligations under this Contract;

j. In cases of termination under clause 4 of this contract, all improvements shall be removed
from the property within thirty (30) days after such termination. In the occasion the
BUYER fails to remove such improvements after (30) days from the termination of this
contract, the same shall be removed at the BUYERs expense.

k. Such other conditions as the BUYER and SELLER may deem necessary and reasonable
under the circumstances.

4. TERMINATION OF THIS CONTRACT

a. If the SELLER is unable to deliver the documents mentioned, or all other conditions have
not been met therein, or the SELLER fails to comply with the conditions herein, the BUYER
has the sole option to terminate the contract or extend the period within which to allow
the SELLER to comply;

b. If at least three (3) of the checks issued by the BUYER for the payment of the balance for
the subject property are dishonored by the drawee bank for insufficiency of funds or
credit or would have been dishonored for the same reason had not the BUYER, without
any valid reason, ordered the bank to stop payment, within the contract period of twenty-
eight (28) months, or the BUYER fails to comply with the conditions herein, the SELLER
has the sole option to terminate the contract or extend the period within which to allow
the BUYER to comply. In case the SELLER chooses to terminate the contract, all payments
made shall be forfeited and waived in favor of the SELLER;

c. The BUYER can also Immediately terminate this Contract if:

I. The SELLER fails to perform a covenant, or commits breach of its obligations under
this Contract; or
II. Any of the representations and warranties made by the SELLER under this Contract
is incorrect, misleading or incomplete.

5. TAXES, COST AND EXPENSES

a. Beginning on the month in which this Contract is executed, all Real Property Taxes, Special
Assessments, if any, imposed by the government, including the expenses for the security,
electricity and other utilities shall be assumed and paid by the BUYER;

b. Capital Gains Tax, Documentary Stamp Tax, Transfer Tax, Registration Fees, the transfer
of titles and Tax Declaration under the name of the BUYER, and all other taxes and/or fees
arising from the sale shall be for the account of the BUYER.

6. SELLERS REPRESENTATIONS AND WARRANTIES

The SELLER makes the following representations and warranties:

 a. The SELLER is the true, exclusive, legal, registered and beneficial owner of the Property,
and has legal, valid and marketable title to the Properties;

b. The Properties are clear of any tenants, squatters, settlers and occupants;

c. The Properties are free and clear of any mortgages, liens, encumbrances, adverse claim,
easements, agreements, contracts, options, or any arrangements granting any person the
right to acquire ownership of or to use or occupy the same;

d. The SELLER have full right, power and authority to dispose the Property and transfer the
same to the BUYER, and henceforth, full right of ownership and possession shall pertain
to the BUYER.

e. The SELLER have all the requisite rights, power and authority, and full legal capacity to
execute this Contract as well as the Deed of Absolute Sale. The execution and delivery of
this Contract and the Deed of Absolute Sale by the SELLER, and the sale of the Property
to the BUYER have been duly authorized by all necessary action on the part of the SELLER.
No other proceedings on the part of the SELLER or any other persons necessary to
authorize the execution of this Contract and the Deed of Absolute Sale to consummate
the sale of the Properties to the BUYER;

f. This Contract constitutes a valid and binding agreement of the SELLER, enforceable in
accordance with its terms;

g. There is no suit or proceeding, pending, or threatened in any court, government agency

or tribunal involving the Properties. The BUYER shall enjoy exclusive, peaceful, quiet, and
continuous possession thereof upon execution of the Deed of Absolute Sale;

h. The property has been declared for taxation purposes, and all real property and other
taxes due and outstanding on the property have been paid and will be paid by the SELLER
until the date of the execution of this Contract. No deficiencies for any taxes have been
proposed, asserted or assessed against the SELLER or the Properties which may constitute
tax lien on the Properties;

i. Upon execution of this Contract, and until the execution of the Deed of Absolute Sale, the
SELLER shall terminate any agreement, arrangement, understanding, negotiations, or
discussion with any other party involving the Properties that would preclude, restrict, or
delay the sale of the same to the BUYER. During this period, the SELLER shall exclusively
transact with the BUYER in relation with the Properties.

7. INDEMNIFICATION

The SELLER shall hold the BUYER free and harmless from any loss, damage, or injury suffered by
the BUYER arising out of:
I. The SELLERs failure to perform a material covenant, or the SELLERs commission
of a material breach of its obligations under this Contract;
II. Any determination that any representation or warranty made by the SELLER under
this Contract is materially incorrect, misleading or incomplete; or
III. Any and all claims, damages, losses, liabilities, and expenses in connection with or
by reason of liens or encumbrances, adverse claims, easements, agreements,
 contracts, options, or any other arrangements granting any person the right to
acquire ownership of or to use or occupy the Properties.

8. CONFIDENTIALITY

The PARTIES shall treat all information supplied by the other party, as well as the existence and
terms of this Contract, as confidential and shall not disclose any such matter to third parties.

The Confidentiality obligations under this section shall not prohibit disclosure or use of any
information if and to the extent:
a) The disclosure or use is required by law, or any government authority;
b) The disclosure is made to a professionals or advisers of any of the parties on a need to
know basis;
c) The information is or becomes publicly available (without resulting in a breach of this
Contract);
d) The Parties have given prior written consent to the disclosure or use; or
e) The information is independently developed.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the date
and at the place first above set forth:

SELLER BUYER

By: By:

Attorney-in-Fact. President

SIGNED IN THE PRESENCE OF:

__________________________ _________________________