DEED OF ABSOLUTE SALE

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT (the “CONTRACT”), entered into by and between:

____________________________________________________________________ a corporation organized and existing under the laws of the Philippines, with address at __________________________, represented herein by its Director, __________________ (the “Seller”):

– and –

________________, married to ________________ , Filipino citizen, of legal age, with postal and residence address at ________________________________, hereinafter referred to as the “BUYER”;

WITNESSETH: THAT –

Whereas, Seller is the owner of the following property (the “Subject Property”):

A parcel of land, including improvements thereon, located at ___________________________, with a total area of _____ square meters, covered by Transfer Certificate of Title (TCT) No. __________________ currently registered in the name of _______________________________ a copy of which is attached as Annex “A”

Whereas, Seller has offered to sell to Buyer, and Buyer has agreed to buy from Seller, the Subject Property under the terms and conditions herein;

NOW, THEREFORE, for and in consideration of the foregoing and the covenants contained below, the Parties have agreed to the following:

1. Sale. For and in consideration of the amount (the “Purchase Price”):

PESOS: ____________________ ONLY (Php _____________)

receipt of which is hereby acknowledged by Seller, Seller hereby sells, transfers and conveys in favor of Buyer, its successors and assigns, on a “without recourse” basis, all of Seller’s rights, title and interest in the Subject Property.

2. Condition of Subject Property. Seller sells the Subject Property on an “as-is, where-is” basis. Seller sells to Buyer only whatever rights, interest and participation it has over the Subject Property. Seller makes no warranty as to the boundaries, technical description, or legal condition of the Subject Property, such as with regard to the existence of any claims, suits or actions involving the same. Buyer is charged with conducting its “due diligence” to determine the physical and legal condition of the Subject Property prior to the Sale, including possession thereof, as well as the nature and extent of the rights, interests, and participation of Seller in the Subject Property.

3. Additional Obligations of Seller. Seller shall also deliver to Buyer the following:

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(a) Original Owner’s copy of the Transfer Certificate of Title (TCT) covering the Subject Property;

(b) A copy of the latest Tax Declaration covering the Subject Property;

(c) Secretary’s Certificate certifying that Seller and/or its authorized representative were duly authorized by the Seller’s Board of Directors, through a resolution issued during a valid meeting, to enter into and execute this Deed of Absolute Sale for and on behalf of the Seller; and

(d) Official receipts evidencing the advance payment of real property taxes, if any, up to the date of execution of this Deed of Absolute Sale.

4. Additional Obligations of Buyer.

(a) Buyer shall deliver to Seller, within thirty (30) days from execution of this Deed of Absolute Sale, a copy of the proof of payment of the Documentary Stamp Tax in connection with this sale, if any.

(b) Buyer shall be responsible for the issuance of the new TCT in its name.

i. Buyer shall make all payments to Seller without withholding any taxes. Seller shall be solely responsible for any Philippine taxes on its income from the sale of the Subject Property.

ii. Documentary Stamp Taxes (DST), transfer tax, and registration fees, if any, in connection with this Contract to Sell, the execution and registration of this Contract to Sell, shall be for the account of Buyer. Buyer shall deliver to Seller, within thirty (30) days from execution of this Deed of Absolute Sale, a copy of the proof of payment of the Documentary Stamp Tax, if any.

iii. Seller shall shoulder the Capital Gains Tax (CGT) for this transaction up to six percent (6%) of the Purchase Price only. If the zonal value or the fair market value of the property is higher than the Purchase Price, resulting in a higher assessment of the CGT by the Bureau of Internal Revenue, then the difference shall be for the account of Buyer.

(c) Buyer shall reimburse Seller for a pro-rata share of the following:

i. Real property taxes for the Subject Property paid by Seller covering the period from the date of execution of this Contract until the end of the period covered by such advance payment;

ii. Premiums for the insurance policy pertaining to the Subject Property covering the period from the date of execution of this Deed of Absolute Sale until the end of the period covered by such insurance policy; and

ii. Other similar payments made by Seller for expenses pertaining to the Property.

5. Other Provisions.

(a) Further Assurances. Each party acknowledges and warrants that this Contract is its valid and binding obligation, enforceable in accordance with its terms, and that it shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and

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permitted assigns.

(b) Entire Agreement. This Contract represents the entire agreement between the parties and supersedes all previous oral or written communications, representations or agreements between the parties hereto, and with respect to the subject matter hereof.

(c) Venue. Any litigation arising out of this Contract shall be submitted only to the proper courts of Makati City, Metro Manila, Philippines, to the exclusion of all other courts or tribunals.

(d) Assignment. A party may not assign this Contract or any right or obligation arising out of it without the express prior written consent of the other party.

(e) Amendments. This Contract may only be modified with the express prior written consent of both parties.

(f) Severability. If any provision or part of any provision of this Contract is held for any reason to be unenforceable or invalid, the remainder of this Contract shall nevertheless remain in full force and effect.

IN WITNESS WHEREOF, the parties have set their hands and affixed their signatures on _______________ at ________________.

Seller

TIN 001-002-003

By:

____________________________ Director

Buyers:

____________________

TIN ________________

Signed in the presence of:

DEED OF ABSOLUTE SALE page 3 of 4

_______________________ _______________________

ACKNOWLEDGMENT

BEFORE ME on the above date and place personally appeared the following:

IDENTIFICATION DOCUMENT PRESENTEDCompany Name TIN 001-002-003 Seller’s Represntative

TIN 004-005-006

Buyer TIN 007-008-009

Who acknowledged that the foregoing instrument is their own free, knowing and voluntary act and deed, and that of the corporation represented.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and in the place first above written.

Doc. No. _____; Page No. _____; Book No. _____; Series of _____. NOTARY PUBLIC

DEED OF ABSOLUTE SALE

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