CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT TO SELL, made and executed this ____ day of July 2018 by and
between:

RONALD REAGAN, of legal age, Filipino, resident of Don Juan, Cebu,

Philippines hereinafter referred to as the “SELLER”;

-AND-

Shawi Cuneta of legal age, Filipino, resident of Princess Escobar, Cebu City, Cebu,
hereinafter referred to as the "BUYER".

WITNESSETH;

WHEREAS, the SELLERS are the absolute and registered owner of a parcels
of land covered by the following:

Transfer Certificate of Title No. 123445 issued by the Registry of Deeds for
the City of Cebu, known as Lot 2, Block 2 of the subdivision plan (LRC)
Psd – 71457, being a portion of Lot 6153, Cebu Cadastre. L.R.C. Record
No. 9468) located in the Barrio of Don Quijano, Cebu City, consisting of
three hundred two (332) square meters, more or less;

WHEREAS, the BUYER has offered to buy and the SELLERS have agreed to
sell the above mentioned properties under the terms and conditions herein below set
forth;

NOW THEREFORE, for and in consideration of the total sum of THREE

MILLION NINE HUNDRED TWENTY SIX THOUSAND (PhP3,926,000.00)
PESOS, and of the covenants herein after set forth the SELLER agrees to sell and
the BUYER agrees to buy the aforesaid property subject to the following terms and
conditions:

1. The total consideration shall be of THREE MILLION NINE HUNDRED

TWENTY SIX THOUSAND (PhP3,926,000.00) PESOS.

2. An earnest money of FIVE HUNDRED THOUSAND (PhP500,000.00)

PESOS of the total consideration shall be paid to the owners to serve as
guarantee which will form part of the purchase price.

The SELLER has disclosed that the property for sale have tenants in the
property.

The balance of the selling price equivalent to THREE MILLION FOUR

HUNDRED TWENTY-SIX THOUSAND (PhP3,426,000.00) PESOS will
be due and payable once the properties are cleared of tenants. In the event
 the SELLER fails to evict the tenants, the BUYER shall commence to
remove the existing tenants and the costs incurred in the eviction shall be
deducted from the balance of the selling price.

The BUYER has the right to cancel this Contact if the above-mentioned
property is involved in court litigation, mortgage or has dispute over
possession or ownership.

On the other hand, the SELLER, upon acceptance of the earnest money, is
bound to sell the above-mentioned property to the BUYER or its authorized
assignee or representative. In the event the SELLER could not deliver the
property to the BUYER on the agreed condition, the SELLER has to return
the earnest money equivalent to FIVE HUNDRED PESOS (Php500,000.00)
plus accrued legal interest.

3. The SELLER shall execute the appropriate Deed of Absolute Sale over the
Property in the BUYER’S favor (in such form and substance acceptable to
the Buyer) containing such warranties regarding ownership, the absence of
liens and encumbrances, and such other matters normally required from a
seller of real estate, conveying absolutely and unconditionally all of the
SELLER’S rights, title, and interest in and to the Property. Furthermore, the
Property shall be delivered to the BUYER free from all occupants.
Simultaneously, the SELLER shall deliver to the BUYER the original title
and tax declaration over the Property, the real property tax clearances, and
all other pertinent documents necessary for the sale of the Property. The
SELLER will also execute and deliver to the BUYERS all the other
documents needed to transfer the title in the BUYER’S name.

4. Expenses and Taxes — The applicable Capital Gains Tax or Creditable

Expanded Withholding Tax (whichever is applicable) and the Documentary
Stamp Tax based on the Undervalued Amount shall be borne first by the
SELLER, the Local Transfer Tax and the Registration Expenses necessary
to transfer the title to the BUYER’S name shall be borne by the SELLER.
The payment of the Notarization Fees of the Deed of Absolute Sale shall be
borne by the BUYER. Real Property Taxes and Association Dues on the
Property up to the date of the execution of the Deed of Absolute Sale shall
be for the SELLER’S account;

5. Further Assurances. The SELLERS agrees and undertakes to sign any and
all documents, clearances, certificates necessary and/or required for the
registration of the sale and the transfer of the titles and tax declarations to
the name of the BUYER. For the avoidance of doubt, and for this purpose,
the BUYER may assign its rights and interests under this Contract to Sell to
its successor or assign.

6. Representations and Warranties of the SELLER. The SELLER expressly

represents and warrants to the BUYER that:
 a. The SELLER are the registered and absolute owner of the PROPERTY,
have free and marketable title to the PROPERTY, and can validly sell,
transfer and convey the PROPERTY to the BUYER in accordance with
this Contract to Sell and consequently, the Deed of Absolute Sale.
b. The SELLER have full power, authority and legal right to execute,
deliver and perform this Contract to Sell and have taken all the necessary
action, if any, to authorize the foregoing.
c. This Contract to Sell constitutes the legal, valid and binding obligations
of the SELLERS to the BUYER, enforceable in accordance with its
terms.
d. The execution, delivery and performance of this Contract to Sell do not
and will not violate any provision of, or result in a breach of or constitute
a default under any law, ordinance, resolution, regulation or judgment,
or violate any agreement binding upon the SELLER.
e. As of the date hereof, there is no pending, or to the best of his knowledge,
threatened action, suit or proceeding affecting the PROPERTY, at law or
in equity, before any court, tribunal, government body, agency or official
or any arbitrator that is likely to affect the legality, validity or
enforceability of the Contract to Sell.
f. There is no existing adverse claim/s of whatever nature over the
PROPERTY. To the best of the SELLER’S knowledge and belief, after
due and diligent inquiry, there are no forthcoming adverse claim/s of
whatever nature over the PROPERTY.

7. Undertakings of the SELLERS: In addition to the SELLER’S other

undertakings in this Contract to Sell, the SELLER undertakes to assist,
protect and defend the BUYER from any claim/claims from any
person/party in relation to the Property, including without limitation the
BUYER’s peaceful possession of the Property.

8. Assignment: The BUYER shall have the right to assign to any related party
the BUYER’s rights, interest and obligations contained herein without the
need of a prior written consent from the SELLER.

9. Specific performance; Damages: The parties agree that this Contract to Sell
shall be enforceable by specific performance.

10. Binding in Nature: This Contract to Sell shall be binding between the
parties, and their respective assigns and successors-in-interest.

11. Exclusivity of Venue: Any action arising from this Contract to Sell shall be
filed in the appropriate court of Cebu City, to the exclusion of all other
courts.

12. The terms and conditions herein shall be deemed as confidential

information. The same shall not be disclosed to any third parties without
our prior written consent.
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures, this
___ day of July 2018 at Cebu City, Philippines.

__________________________ _________________________
RONALD REAGAN SHAWI CUNETA
SELLER BUYER

SIGNED IN THE PRESENCE OF:

PIRATE DOE WONDER WOMAN

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CEBU CITY ) SS.

BEFORE ME, a Notary Public, this ____________day of July 2018 personally

appeared the following:

Name Passport Number Date of Expiry/Place

Issued

This instrument, consisting of 4 pages, including the page on which this

acknowledgment is written, has been signed on the left margin of each and every
page thereof by the concerned parties and their witnesses, and sealed with my
notarial seal.

IN WITNESS WHEREOF, I have hereunto set my hand the day, year and place
above written.

Doc. No. ........;

Page No. .......;
Book No. .......;
Series of 2018.