The terms and conditions of this AGREEMENT are as follows, :

1. That the First Party agrees to execute a Deed of Absolute Sale on the above-
mentioned parcel of land equivalent to Six Hundred Nine ( 609 ) square meters
in favor of the Second Party in the amount of TWENTY FOUR MILLION
THREE HUNDRED THOUSAND PESOS ONLY (P24,3000,000.00) ;

2. That upon signing of the Deed of Absolute Sale the Second Party shall
immediately issue a check and pay the First Party a fifty percent (50%)
down payment in the amount of TWELVE MILLION ONE HUNDRED FIFTY
THOUSAND PESOS (P12,150,000.00) and the remaining balance of fifty
percent (50%) of the total consideration shall be held in escrow and be
released only upon presentation of the Original Copy of the Certificate
Authorizing Registration (CAR) from the BIR to the Second Party;

3. That the Owner’s Original Copy of the Transfer Certificate of Title (TCT)
111-2016004296 shall be surrendered to the Second Party only upon full
payment of the consideration of the sale;

4. That the payment of Capital Gains Tax, Documentary Stamp Tax and Value-
added Tax shall be deducted from the consideration of sale and the transfer
tax from the Cebu City Treasurer’s Office and Registration Fee with the Register
of Deeds shall be for the account of the Second Party;

5. The payment of Real Estate Taxes due for the whole year 2018 at the time of
the execution of the Deed of Absolute Sale shall be for the account of the First
Party ;

6. This contract shall be obligatory upon the heirs, successors,

administrators and assigns of the respective parties;

7. That the Parties hereby represent and make manifest that this entire
CONTRACT has been read and/or translated in a language or dialect
known to and understood by them.

IN WITNESS THEREOF, the parties hereto have executed this instrument

at Cebu City, Philippines on ________________.

IN WITNESS WHEREOF, the parties have hereunto affixed their

signatures this _____ day of ______________ 2017 at Cebu City, Philippines.

VAESNA LAND , INC.

Represented By :

President, VAESNA LAND INC.

First Party

_______________________

Second Party

Signed in the presence of:

____________________________ ___________________________
ACKNOWLEDGMENT
Republic of the Philippines )
CITY OF CEBU . . . . . . .) S.S.

BEFORE ME, a Notary Public for and in the Province and Cities of Cebu, this _________
day of ____________at Cebu City, Philippines, personally appeared with their respective
identification document per data above-indicated, all known to me and to me known to be the
same persons who executed and signed the foregoing document and they acknowledged to me that
the same is their free act and deed.

This Memorandum of Agreement consists of two (2) pages, including this page on which
this acknowledgment is written and signed by all parties thereto and their instrumental witnesses
on the left hand margin of every page hereof.

Doc. Nos. _____

Page Nos. _____
Book Nos. ____
Series of 2018