CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS: This CONTRACT TO SELL, made and executed this 20th day of August, 2013 by and between:

EMILIO L. SALES, of legal age, single, Filipino, and with residence and postal address at 555 San Miguel, Makati City, Metro Manila, hereinafter referred to as the "SELLER/VENDOR";

-AND-

GABRIELA O. BAYANI, Filipino and with residence and postal address at 121 Brgy. Ususan, Taguig City, Metro Manila hereinafter referred to as the"BUYER/VENDEE".

WITNESSETH;

WHEREAS, the SELLER/VENDOR is the absolute and registered owner of a parcel of land consisting of a PARCEL OF LAND CONSISTITNG OF FIVE HUNDRED (500) square meters, more or less, located at 865 Bayani Road, Comembo, Makati City and covered by Transfer Certificate of Title No. (TCT No. 1284750) issued by the Registry of Deeds of Makati City

WHEREAS, the BUYER/VENDEE has offered to buy and the SELLER /VENDOR has agreed to sell the above mentioned property under the terms and conditions herein below set forth;

NOW THEREFORE, for and in consideration of the total sum of THREE MILLION FIVE HUNDRED PESOS (Php: 3,500,000.00)
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Philippine Currency, and of the covenants herein after set forth the SELLER/VENDOR agrees to sell and the BUYER/VENDEE agrees to buy the aforesaid property subject to the following terms and conditions:

1. The total consideration shall be Three Million Five Hundred Pesos (Php: 3,500,000.00) PESOS, Philippine Currency, payable as follows:

a. The amount of FIVE HUNDRED THOUSAND (Php: 500,000.00) PESOS, representing earnest money shall be payable by the BUYER/VENDEE to the SELLER/VENDOR upon signing of this Contract to Sell;

b. The remaining balance in the amount of THREE MILLION PESOS (Php: 3,000,000.00) PESOS, shall be paid within a period of two (2) years by installment of ONE HUNDRED TWENTY FIVE THOUSAND (125,000.00) PESOS by cash or check to be due on or before the 15th day of September, 2013, and every calendar month thereafter, until fully paid, subject to interest at the rate of 1.5% per annum on the balance outstanding.

c. In case the check representing the payment for the balance provided in paragraph b hereof, is dishonored by the drawee bank, the earnest money in the amount of FIVE HUNDRED THOUSAND (Php: 500,000.00) PESOS, shall be forfeited in favor of the SELLER/VENDOR, and the whole obligation shall be be considered due and demandable.

2. Should BUYER/VENDEE fail to pay two (2) consecutive monthly payments on their respective due dates, SELLER/VENDOR may a. Consider the whole obligation due and demandable and enforce payment of the same, or

b. Terminate this Contract.

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3. Capital Gains Tax and Real Estate Tax, shall be for the account of the SELLER/VENDOR;

4. Documentary Stamps Tax, Registration Fee, registration expenses, and all other miscellaneous fees and expenses shall be to the account of the BUYER/VENDEE;

5. Upon payment of the required Down Payment as indicated above, SELLER/VENDOR shall immediately turn over to BUYER/VENDEE possession of the Subject Property without prejudice to the rights, representations and warranties of SELLER/VENDOR as may be provided by law and under this Contract. 6. Upon full payment of the total price, the SELLER/VENDOR shall sign and execute a DEED OF ABSOLUTE SALE in favor of the BUYER/VENDEE. The SELLER/VENDOR shall likewise execute and/or deliver any and alldocuments, including but not limited to the original copy of Transfer Certificate of Title, Tax Declaration and all other documents necessary for the transfer of ownership from SELLER/VENDOR to the BUYER/VENDEE.

7. Should BUYER/VENDEE fail to comply or violate any provision of this Contract, SELLER/VENDOR shall notify the former of such failure or violation. BUYER/VENDEE shall then have fifteen (15) calendar days within which to remedy such failure or violation. Should such period lapse without BUYER/VENDEE adequately remedying such failure or violation, SELLER/VENDOR may terminate this Contract.

8. Upon termination of this Contract for any of the above causes a. All payments made by Buyer shall be forfeited, as liquidated damages and as compensation for the right to the possession of the Subject Property, in favor of SELLER/VENDOR; b. All improvements made and/or erected by BUYER/VENDEE on the Subject Property shall automatically become the property of SELLER/VENDOR, without any obligation to indemnify or reimburse BUYER/VENDEE for their value, the same being
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considered as payment for the use or occupancy of the Subject Property; and

c. BUYER/VENDEE shall immediately return possession of the Subject Property to SELLER/VENDOR; and for this purpose, BUYER/VENDEE hereby constitutes Seller as its attorney-in-fact and authorizes SELLER/VENDOR to take possession of the subject property upon termination of this contract.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures, this 20th day of August 2013 at V.Mapa, Makati, Philippines.

(sgd) EMILIO L. SALES SELLER/VENDOR

(sgd) GABRIELA O. BAYANI BUYER/VENDEE

SIGNED IN THE PRESENCE OF:

(sgd) CHRIS TON

(sgd) JUN LAO

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ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES ) CITY OF MAKATI ) S.S. x--------------------------------------------------x BEFORE ME, a Notary Public, for and in the City of Makati this 20th day of August 2013 personally appeared, to wit: Name Identification Card No. Date/Place Issued

Emilio L. Sales Gabriela O. Bayani

Drivers License No. 6501 May 2, 2012, Laguna Drivers License No. 2012 June 2, 2011, Laguna

This instrument consisting of five (5) pages including this page whereon the acknowledgment clause is written and signed by the parties and their instrumental witnesses on each and every page hereof, sealed with my notarial seal, pertains to a Contract to Sell of a parcel of land in Bayani Road, Comembo, Makati City. WITNESS MY HAND AND SEAL this 20th day of August, 2013 in the City of Makati.

(sgd) ALEXIS T. BO Notary Public Commission No. 8719 Until December 31, 2013 Roll Number: 87129 PTR No. 4186724 issued at Makati City TIN 880-114-418-669 issued at Makati Office Address: 75 ACE Building, Paseo de Roxas, Makati IBP No. 92830 issued at Makati City

Doc. No. 89; Page No.98 Book No.1; Series of 2013.

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