Question: If you are the buyer, what changes/comments do you recommend in this contract to sell?

CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT TO SELL is executed by and between:

ABC, INC., a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office atABC Building, 8^th Avenue ABC City, Taguig City, hereinafter referred to jointly as the "SELLER";

- a n d -

CSC INC., a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal place of business at 123 Ayala Avenue, Makati City, represented by its President, Juan Dela Cruz, hereinafter referred to as the "BUYER":

WITNESSETH :

WHEREAS, SELLER represents and warrants to the BUYER that it owns all rights and interests to, and shall be the registered owner of a property (hereinafter referred to as the "PROPERTY") with the following description:

Property Description	Residential House and Lot
Location	8 Mango Road, South Forbes Park Village, Makati City

WHEREAS, BUYER has agreed to purchase all of the SELLER's rights and title to the said PROPERTY, subject to the terms and conditions of this CONTRACT TO SELL.

ARTICLE I

SUBJECT MATTER

SECTION 1.1. The subject matter of this CONTRACT TO SELL consists of all the rights, title and interests of the SELLER in and to the PROPERTY.

ARTICLE II

TOTAL CONSIDERATION AND PURCHASE PRICE

SECTION 2.1. The total consideration due to the SELLER shall be FOUR HUNDRED EIGHTY EIGHT MILLION EIGHT HUNDRED EIGHTY EIGHT THOUSAND EIGHT HUNDRED EIGHTY EIGHT PESOS(P488,888,888.00), Philippine Currency, VAT inclusive.

ARTICLE III

OBLIGATIONS OF THE SELLER

SECTION 3.1. Upon payment of the down payment, the SELLER shall transfer the title and tax declarations to the PROPERTY to its name, free and clear of all liens and encumbrances. The SELLER undertakes to complete the transfer of the title and the tax declarations within sixty (60) days from execution date of this CONTRACT TO SELL.

SECTION 3.2.All real estate taxes and all levies, imposts and other governmental charges due on the PROPERTY prior to the date of execution of the DEED OF ABSOLUTE SALE shall be solely for the SELLER's account.

SECTION 3.3.If applicable,the SELLER shall submit to the BUYER a copy of the insurance policy for the improvements, duly endorsed to the BUYER or its beneficiary.

SECTION 3.4. SELLER shall not sell, assign, transfer, cede or donate, his rights, interests and obligations over this CONTRACT TO SELL to any party.

ARTICLE IV

DEED OF ABSOLUTE SALE

SECTION 4.1. Upon completion of the transfer of title and related title documents to the name of the SELLER, the parties shall execute the DEED OF ABSOLUTE SALE simultaneous with the following acts:

1. Acts of the SELLER:

Delivery to the BUYER by the SELLER of the following documents:

• Original and Certified True Copy of the TCT on the PROPERTY, free and clear of liens and encumbrances
• Original and/or certified true copy of the Tax Declaration for both land and improvement/s
• Copy of the PROPERTY's lot plan
• Copy of the Real Estate Tax receipts for 2020 & 2019
• Tax Clearance for 2020
• SELLER's corporate documents, as follows:
  • Board Resolution on the Sale of the PROPERTY signed by all shareholders and the board of directors (if different from shareholders) of the SELLER
  • Secretary's Certificate authorizing the signatory for the SELLER
  • SEC Certificate of Registration, Articles of Incorporation and By-Laws
  • Latest GIS
  • Latest financial statements
  • 2 valid IDs of its Authorized Signatory
  • TIN No.
  • Community Tax Certificate
  • Previous CSR on the PROPERTY(if applicable)

1. Acts of the BUYER:

• Payment by the BUYER to the SELLER of the remaining balance due on the PROPERTY.
• Submission by the BUYER to the SELLER of the following corporate documents:
  • Certified true copy of SEC Certificate of Registration
  • Certified true copies of Articles of Incorporation and By-Laws
  • Certified true copies of amended Articles and By-Laws (if any)
  • Original Secretary's Certificate/s authorizing the purchase of the property and authorizing it's signatories to execute any and all documents required to consummate this transaction
  • Certified true copies of a valid ID and passport of its authorized signatories
  • Copy of BIR Tax Identification Number of the BUYER

SECTION 4.2.Creditable Withholding Tax and EVAT shall be for the account of the SELLER; while Documentary Stamp Taxes, Transfer Tax, Title Registration Fees, and Broker's Fees are for the account of the BUYER.

SECTION 4.3.Real estate taxes, association dues, assessments, and any penalties imposed by the City Assessor shall be updated by the SELLER up to the date of execution of the DEED OF ABSOLUTE SALE. These shall be pro-rated, and the BUYERshall reimbursethe SELLER its share from the execution date onwards.

ARTICLE V

REPRESENTATION AND WARRANTIES

SECTION 5.1.Notwithstanding that the title to the PROPERTY has not yet been transferred to the SELLER, the SELLER warrants to the BUYER that it owns all rights and interests in and to the PROPERTY, is legally and freely able to sell the PROPERTY to the BUYER, andhas the right to enjoy all proprietary rights inherent therein, including, but not limited to, the use and peaceful possession of the PROPERTY.

ARTICLE VI

TERMINATION/RESCISSION

SECTION 6.1.In event of SELLER's failure to transfer the title and related title documents to its name within sixty (60) days, the BUYER has the option to extend the period, or, terminate and rescind this CONTRACT TO SELL. Upon termination/rescission, the SELLER will refund the down payment within seven (7) banking days.

ARTICLE VII

MISCELLANEOUS CONDITIONS

SECTION 7.1.If any condition of this CONTRACT TO SELL shall be held invalid and contrary to law, the validity of the other conditions shall not be affected thereby.

SECTION 7.2. This CONTRACT TO SELL is binding upon the heirs, assigns and successors-in-interest of the parties.

SECTION 7.3.In the event of litigation that may arise by reason of this CONTRACT TO SELL or in connection therewith, the parties hereto have agreed that the venue shall be in the proper courts of Taguig City, to the exclusion of other courts.

IN WITNESS WHEREOF, the parties hereto have set their hands on this ______________ day of ______________ 2021, at _____________.

ABC. Seller By:	CSC Buyer By:
SIGNED IN THE PRESENCE OF

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

) S.S.

BEFORE ME, a Notary Public, for and in ______________ this ______ day of ___________, 2021 appeared:

NAME IDENTIFYING DOCUMENT EXPIRY DATE/

AND NUMBER, IF ANY DATE/PLACE ISSUED

_______________

_______________

known to me to be the same persons who executed the foregoing instrument, and further acknowledged that the same is of their free and voluntary act and deed as well as the corporation herein represented.

WITNESS MY HAND AND SEAL on the date and the place first above-written.

Doc No. _____________

Page No. _____________

Book No. _____________

Series of 2021.