CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This Contract made and entered into on this _____ day of ___________, 20__ at
__________________ City, by and between:

JOVITO H. DUDAS, married to Rosa Cabrera Dudas, of legal age,

Filipino Citizen and with address at Cuta, Batangas City hereinafter
referred to as the “SELLER”;

-and-

___________________________________ or ASSIGN, a corporation duly

registered in accordance with the laws of the Philippines, with offices at
_________________________________, represented herein by its authorized
representative, ARTURO V. MAGTIBAY and hereinafter referred to as the
“BUYER”;

WHEREAS, the SELLER is the lawful and registered owner of a parcel of land with
an area of SEVENTY-FOUR THOUSAND NINE HUNDRED SIXTY (74,960) SQUARE
METERS located at Brgy. Ilijan, Batangas City, covered by Tax Declaration No. 0052-
01594; and is also the lawful and registered owner of a parcel of land with an area of
EIGHT HUNDRED EIGHTY-FIVE (885) SQUARE METERS located at Brgy. Ilijan,
Batangas City, covered by Tax Declaration No. 0052-01903, both hereinafter referred
to as the PROPERTIES. The PROPERTIES have a total aggregate area of SEVENTY-FIVE
THOUSAND EIGHT HUNDRED FORTY-FIVE (75,845) SQUARE METERS are
particularly described in the copies of the aforementioned tax declarations which are
hereto attached and made an integral part of this document;

WHEREAS, the SELLER has offered to sell the PROPERTIES for SIXTY PESOS
(PHP 60.00) ONLY PER SQUARE METER and the BUYER is willing to purchase the
PROPERTIES for the above amount, subject to the terms and conditions hereafter set
forth;

NOW, THEREFORE, for and in consideration of the foregoing premises, the

PARTIES have agreed on the sale of the PROPERTY under the following terms and
conditions:

1. The SELLER hereby represents a certified true copy of Original Certificate of Titles
and/or Tax Declarations of the PROPERTIES and that he shall forever defend the
same against any adverse claim whatsoever at his own cost.

2. DOCUMENTATION. The SELLER shall execute and deliver to the BUYER all the
documents necessary to transfer the titles of the lands to the BUYER or its
nominee and/or assigns, including but not limited to, the following:

a. Special Power of Attorney, if needed, from owners/heirs

b. Department of Agrarian Reform Affidavits such as, but not limited to;

i.Affidavit of Non-tenancy for the PROPERTY

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 ii.Affidavit of No pending case for the PROPERTY
iii.Affidavit of Aggregate Land Holdings
iv.Affidavit of Notice to Agricultural Lessee (if applicable)
v.Affidavit of Notice to Co-owners (if applicable)
vi.and other documentation as required;

c. Certification of Adjoining Owners

d. Certification of No Improvement
e. Certified True Copy of Tax Declaration
f. Realty tax receipts and clearance evidencing payment of realty taxes for the
PROPERTY
g. Tax Identification Number
h. Two (2) valid government issued IDs
i. other documentation as may be required by related government agencies for
the transfer of title from the SELLER to the BUYER and as may be required by
the BUYER;

3. PRICE AND PAYMENT. The selling price for the PROPERTY shall be SIXTY PESOS
(PHP 60.00) PER SQUARE METER amounting to a total purchase price FOUR
MILLION FIVE HUNDRED FIFTY THOUSAND SEVEN HUNDRED PESOS (PHP
4,550,700.00) ONLY based on actual existing and usable area as reflected on the
survey and shall be payable as follows:

3.1. A down payment representing TWENTY PERCENT (20%) of the selling price
or NINE HUNDRED TEN THOUSAND ONE HUNDRED FORTY PESOS (PHP
910,140.00) ONLY based on actual area of the PROPERTY shall be payable
upon signing of this Contract to Sell.

3.2. The balance of the Selling Price shall be paid as follows: THRITY PERCENT
(30%) of the total selling price or ONE MILLION THREE HUNDRED SIXTY-
FIVE THOUSAND TWO HUNDRED TEN PESOS (PHP 1,365,210.00) shall be
paid upon signing of the Deed of Absolute Sale and the delivery of the SELLER
to the BUYER the following documents:

a. Cadastral Map for reference of Survey,

b. Approved Plan, in case the property is titled,
c. Certification from DENR CENRO that the property is alienable and
disposable,
d. DAR certification of Non-Coverage
e. Certification from the National Irrigation Authority that the property is
not irrigated
f. Certified Copy of Tax Declaration
g. Latest Tax Payment Receipts and Tax clearance
h. Certification of No Improvement
i. 2 Government Issues ID’s of the SELLER/S

3.3. THIRTY PERCENT (30%) of the total purchase price or ONE MILLION THREE
HUNDRED SIXTY-FIVE THOUSAND TWO HUNDRED TEN PESOS (PHP
1,365,210.00) shall be paid upon approval of Bureau of Internal Revenue
(BIR) of all the documents submitted and the issuance of BIR Certificate of
Authoring Registration (CAR).

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3.4. The remaining balance of THIRTY PERCENT (20%) or NINE HUNDRED TEN
THOUSAND ONE HUNDRED FORTY PESOS (PHP 910,140.00) ONLY shall be
paid upon transfer of the Titles and/or Tax Declarations in the name of the
BUYER or to its nominee or assignee.

4. The total purchase price of Four Million Five Hundred Fifty Thousand Seven
Hundred Pesos (Php 4,550,700.00) shall be net of the capital gains tax,
documentary stamp tax, transfer tax and broker’s fees except for estate tax and real
property tax.

5. PARTIES’ ATTESTATION. The BUYER hereto attests that they have conducted
due diligence on the PROPERTIES, and the SELLER warrants title to the property.
The SELLER will transmit possession of the properties unto the BUYER upon
signing of this contract.

6. WARRANTIES OF THE SELLER. The SELLER represents, warrants and covenants

in favor of BUYER that:

a. The PROPERTIES are free from any prohibition for sale under
Republic Act No. 6657, otherwise known as the Comprehensive Agrarian
Reform Law of 1988, as amended, or any other law, rule regulation, or
order, and is free from all liens and encumbrances of whatsoever kind
and nature.

b. It shall ensure that the PROPERTIES shall remain free from all liens
and encumbrances upon transfer of possession unto the BUYER.

c. There are no tenants or occupants or informal settlers on the

PROPERTIES.

d. All real property taxes, assessments, or levies regularly due or

accruing in connection with the property prior to the transfer of
possession to the BUYER shall be paid for by SELLER as and when the
same shall fall due.

e. There is no litigation, tax claim, proceeding or dispute pending, or to

his knowledge threatened against or affecting the PROPERTIES, the
adverse determination of which might materially adversely affect the
enforcement of the terms of this Contract by the PARTIES, or the peaceful
possession hereof by the BUYER.

f. The SELLER shall hereby defend and maintain the peaceful

possession of the PROPERTIES by the BUYER.

g. The SELLER undertakes to fully cooperate with the BUYER and

provide all the necessary assistance to enable the BUYER and its
assignee, to make use of the PROPERTIES for the purpose for which it is
being purchased. Such cooperation and assistance shall include, but shall
not be limited to, the execution of such documents as may be required or
necessary in order to effect the intention of the PARTIES to sell, transfer,
and convey to the BUYER the PROPERTIES for the purpose for which
such PROPERTIES are intended to be used by the BUYER and its
assignees, or for any other purpose.

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7. WARRANTIES OF THE PARTIES. The SELLER and the BUYER warrants in favor
of each other that:

a. This Contract constitutes the legal, valid and binding obligations of

the SELLER and the BUYER to each other, which are enforceable in
accordance with the terms of this Contract.

b. The execution, delivery and performance of this Contract does not

violate any provision of, or result in a breach of or constitute a default
under the law, regulation or judgment, or violate any agreement binding
upon either of them or any of their property.

c. It is in full compliance with all relevant laws and governmental

regulations necessary to enter into and performs this Contract.

8. TERMINATION BY THE BUYER. The BUYER shall have the right to terminate this
Contract, without need of judicial recourse or declaration, in the following
instances:

a. In case any of the SELLER’S representations and warranties under

this Contract shall prove to have been not true and correct in any
material way at the time given, and if cannot be remedied, or be rectified
for a period of thirty (30) days from the receipt of written notice to
rectify or remedy the same;

b. If a proceeding for the receivership, bankruptcy or insolvency be

commenced against the SELLER and the same is not dismissed or not
lifted within thirty (30) days from date of commencing or filing;

c. Upon failure of the SELLER to comply with any covenant, warranty,

or obligation required to be performed or undertaken hereunder.

9. Upon the occurrence of any of the events abovementioned, the BUYER shall have
the right to rescind this Contract by written notice of rescission to be given at least
thirty (30) days before the date of intended cancellation or rescission. The SELLER
shall return in full the amount paid by the BUYER within thirty (30) days from the
receipt of written demand, upon failure of the SELLER to remedy the alleged delay
or failure within thirty (30) days from receipt of written notice thereof from the
BUYER. Thereafter, any amount remaining unpaid by the SELLER shall incur a
penalty of two percent (2%) per annum counted from the end of the thirty (30)
days period until full payment.

10.TERMINATION BY THE SELLER. The SELLER shall have the right to terminate
this contract, without need of judicial recourse or declaration, in the following
instances after the same remain unresolved for a period of thirty (30) days from
the time of receipt of written notice to rectify:

a. Cancellation by the BUYER of this Contract or withdrawal from the

purchase of the property without default of the SELLER;

b. Failure of the BUYER to comply with any covenant, warranty or

obligation required to be performed or undertaken hereunder.

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 11. Upon the occurrence of any of the events above mentioned, this Contract shall, at
the option of the SELLER, be annulled, rescinded and cancelled, by giving a written
notice of cancellation to be given at least thirty (30) days before the intended date
of cancellation and sent to the address of the BUYER as specified herein, by
registered mail or personal delivery. Any amounts already paid shall be retained
by the SELLER.

12.ENTIRETY AND BINDING EFFECT. The SELLER and the BUYER hereby represent
that this entire Contract has been read, understood and accepted by him or his
authorized representative(s). This contract sets forth the entire agreement
between the parties and supersedes any all prior understandings and agreements
between them. This Contract shall also be obligatory and binding upon the heirs,
successors-in- interest, administrators and assigns of the parties.

13.ASSIGNABILITY. This Contract shall be binding upon, and inure to the benefit of
the PARTIES and their respective successors and assigns.

14.This Contract shall not be considered as changed, modified, altered, or in any

manner amended by acts of tolerance of the SELLER or the BUYER, unless such
changes, modifications, alterations or amendments are made in writing and
signed by all parties hereto.

15.All notices, letters, and/or communications to the SELLER or BUYER pertaining to

this Contract shall be sent by personal delivery or by postage prepaid registered
mail to the SELLER’S or BUYER’S address as indicated herein above.

16.In case the SELLER or the BUYER is compelled to resort to the courts or seek
assistance of legal counsel to protect itself or seek redress for its grievances, the
SELLER or the BUYER shall be liable to the other for attorney’s fees equivalent to
at least twenty percent (20%) of the amount of the being claim or demand by the
aggrieved party, but in no case less than twenty-five thousand pesos (₱25,000.00).
This is in addition to the costs and expenses of litigation, without prejudice to any
and all relief or remedies to which the SELLER or the BUYER may be entitled under
this Contract, the law and in equity.

17.SEPARARABILITY CLAUSE. In case any one or more of the provisions contained

herein shall, for any reason, be held to be invalid, illegal or un enforceable in any
respects such invalidity, illegality, or unenforceable shall not affect other
provision of this Contract. In such event, the parties shall consult as to the manner
in which their original intention can be fulfilled as closely as possible, and they
will amend this Contract accordingly.

18.EFFECTIVITY. This Contract to Sell immediately takes effect on the date of its
signing.

THE PARTIES HEREBY AFFIRM THAT THEY HAVE READ AND UNDERSTOOD
ALL OF THE PROVISIONS OF THIS CONTRACT AND THAT THE SAME IS BINDING
UPON THE PARTIES, THEIR SUCCESSORS AND ASSIGNEES-IN-INTEREST.

(signatures continued in the next page)

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 IN WITNESS WHEREOF, the parties hereto set their hands in these presents on
the date and place herein above indicated.

________________________ (name of company)

JOVITO H. DUDAS
Seller
Buyer

By:

________________________
ARTURO V. MAGTIBAY
Authorized Representative

SIGNED IN THE PRESENCE OF:

__________________________ __________________________

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Republic of the Philippines)
City of ______________ ) S.S.

ACKNOWLEDGEMENT

BEFORE ME, a Notary Public in and for the City of _________________, this ___ day
of____________, 20___, personally appeared the following named persons with their valid
ID;

Name TIN NO.

JOVITO H. DUDAS ________________

ARTURO V. MAGTIBAY 128-626-898-000

who have satisfactorily proven to me their identity and that they are the same persons
who executed and voluntarily signed the foregoing CONTRACT TO SELL which they
acknowledged before me as their free and voluntary act and deed.

The foregoing instrument which relates to a CONTRACT TO SELL for a parcel of

land consists of _____ (__) pages including the page on which this acknowledgement is
written, and has been signed on the left margin of each and every page by the parties and
the witnesses.

WITNESS MY HAND AND SEAL, this ______________, in _____________, Philippines.

NOTARY PUBLIC

Doc. No. _____

Page No._____
Book No._____
Series of 201__

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