MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This MEMORANDUM OF AGREEMENT is made and entered into by and

between:

Spouses NELSON O. TIU and BABY SHARON P. TIU both of legal

age, Filipino citizens with residence and postal address at 510C Dona
Esperanza Village, Tisa, Cebu City, Philippines, hereinafter collectively
referred to as the “FIRST PARTY”;

-and-

Spouses EDUARDO S. FLORES and MARICOR M. FLORES both of

legal age, Filipino citizens with residence and postal address at Blk. 13 Lot 17,
Aduana St., Corner Arsobispo, Las Villas de Manila, Binan City, Laguna,
Philippines, hereinafter collectively referred to as the “SECOND PARTY”;

WITNESSETH THAT:

WHEREAS, the FIRST PARTY are the registered owners of One (1) Studio
Type Condominium located at Tower B, Unit 8-I, Grand Residencies Cebu,
President Roxas St., Kasambagan, Mabolo, Cebu City with unit area of
TWENTY-TWO (22) SQUARE METERS.

WHEREAS, the above-mentioned property is currently mortgaged with

BDO and as of September 17, 2018 the mortgaged loan has an outstanding
balance of ONE MILLION, ONE HUNDRED THIRTY-TWO THOUSAND
PESOS (Php 1,132,000.00) Philippine Currency;

WHEREAS, the FIRST PARTY has offered to sell the mortgaged property to
the SECOND PARTY and the latter agreed to buy the said property;

NOW THEREFORE, with the foregoing premises, the parties have agreed as
follows:

1. The SECOND PARTY agrees to pay the FIRST PARTY as

consideration price for the assignment of rights over the said property
in the amount of ONE MILLION, SIXTY-EIGHT THOUSAND
PESOS (Php 1,068.000.00) Philippine Currency.

2. The FIRST PARTY oblige themselves to continuously remit/settle the

monthly amortization to BDO with payment coming from SECOND
PARTY.
3. Prior to the assignment of the said obligations, the FIRST PARTY has
an outstanding debt with the SECOND PARTY in the amount of
THREE HUNDRED SIXTY THOUSAND PESOS (Php 360,000.00)
Philippine Currency.

4. The FIRST PARTY agreed to the outright deduction of the above-

mentioned outstanding debt (Php 360,000.00) with the SECOND
PARTY from the consideration price of Php 1,068,000.00.

5. The SECOND PARTY have made two (2) advance payments to the
FIRST PARTY in the amount of THREE HUNDRED FIFTY-FOUR
THOUSAND PESOS (Php 354,000.00) Philippine Currency each on
September 17 & 22, 2018 respectively or with total amount of SEVEN
HUNDRED EIGHT THOUSAND PESOS (Php 708,000.00) Philippine
Currency.

6. As of September 22, 2018 the SECOND PARTY have already fully

paid/settled with the FIRST PARTY the amount of Php 1,068,000.00
representing the full consideration of the said assignment of rights.

7. The SECOND PARTY made several remittances to the FIRST PARTY

for the latter to pay/settle BDO for the said mortgage as agreed under
item No. 2. The payments have an agrregate amount of Php 245,500.00
with the following details, to wit:

November 2018 - Php 30,000.00

December 2018 - Php 30,000.00
January 2019 - Php 30,000.00
February & March 2019 - Php 61,500.00
April & May 2019 - Php 64,000.00
June 2019 - Php 30,000.00

8. The SECOND PARTY was informed by the FIRST PARTY sometime

of June 2019 that the condominium unit was subjected to a buy-back
provision by Grandland Corporation and BDO.

9. To avoid the subject property from foreclosure of mortgage by BDO,

Grandland Corporation advanced and completed the payment to BDO
for the subject property in the amount of NINE HUNDRED
THOUSAND, EIGHT HUNDRED THIRTY-EIGHT PESOS AND
EIGHTY-FOUR CENTAVOS (Php 904,838.84) Philippine Currency in
behalf and in favor of the FIRST PARTY.
 10. The SECOND PARTY agreed to reimburse Grandland Corporation
the amount of NINE HUNDRED THOUSAND, EIGHT HUNDRED
THIRTY-EIGHT PESOS AND EIGHTY-FOUR CENTAVOS (Php
904,838.84) Philippine Currency to complete the payment of the full
contract price with consideration from Grandland Corporation to
immediately process the transfer of title of the subject property to the
FIRST PARTY.

11. The FIRST PARTY oblige themselves to execute a Deed of Absolute

Sale of the subject property in favor of the SECOND PARTY,
immediately after the receipt of payment by Grandland Corporation in
the amount of Php 904,838.84.

IN WITNESS WHEREOF, the parties hereunto set their hands on the

date and at the place first mentioned above.

First Party: Second Party:

__________________________ _____________________________
NELSON O. TIU EDUARDO S. FLORES

__________________________ _____________________________
BABY SHARON P. TIU MARICOR M. FLORES

Signed in the presence of:

____________________________ ____________________________
Signature above Printed Name Signature above Printed Name
 ACKNOWLEDGMENT

Republic of the Philippines) S.S.

_________________________)S.S.

BEFORE ME, this _________________, in ________________________,

personally appeared:

NAME COMPETENT EVIDENCE OF IDENTITY

NELSON O. TIU
BABY SHARON P. TIU

EDUARDO S. FLORES

MARICOR M. FLORES

Known to me and to me known to be the same persons who executed

the foregoing instrument and acknowledged to me that the same is their free
and voluntary act and deed.

This instrument, consisting of four (4) pages, including the page on

which this acknowledgment is written, has been signed on the left margin of
each and every page by the above-mentioned persons, and sealed with my
notarial seal.

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