DEED OF CONDITIONAL SALE

KNOW ALL MEN BY THESE PRESENTS:

This conditional deed of sale entered into this ________________ in

____________________, by and between:

______________, of legal age, widow, Filipino citizen, with

________________Brgy. Langgam, San Pedro, Laguna;

-and-

JUDY ANN SANTOS, of legal age, Filipino, married, with

business address at EDSA Mandaluyong City; and herein after
referred to as the “SECOND PARTY”.

WITNESSETH:

WHEREAS, the FIRST PARTY is the registered owner of the real

property located at El Nido, Palawan, with an area of 110,218 sqmts., more
or less, and covered by Original Certificate of Title No. ________ of the
Registry of Deeds for the Province of Palawan (Subject Property), and more
particularly described as follows:

WHEREAS, the title to the Subject Property is still registered in the

name of ___________, and that the settlement of the estate and the transfer
and registration of the Subject Property in the name of the FIRST PARTY
is currently on its initial stage of processing;

WHEREAS, in order to obtain funds to pay for the estate tax and
other unpaid obligations of the estate, the FIRST PARTY has agreed to
conditionally sell the and the SECOND PARTY has agreed to buy the
Subject Property;

NOW, THEREFORE, for and in consideration of the foregoing

premises the FIRST PARTY hereby conditionally sells unto said SECOND
PARTY, for and in consideration of a sum of money the Subject Property
identified above, including improvements found therein, subject to the
following terms and conditions:

1. The Total Purchase Price is SIXTEEN MILLION PESOS (PHP

16,000,000.00) payable as follows:

1.1. Initial Payment – TWO MILLION PESOS (PHP

2,000,000.00) shall be paid by the SECOND PARTY to the
FIRST PARTY upon execution of this AGREEMENT;
 1.2. The Balance of the purchase price amounting to
FOURTEEN MILLION PESOS (PHP 14,000,000.00) upon
execution of the corresponding Deed of Absolute Sale when
the conditions set forth below are complied with.

2. It shall be the obligation of the FIRST PARTY to cause the

settlement of the estate of the original registered owner and to effect
the transfer of the title of the Subject Property from the name of the
original owner to the name of the FIRST PARTY or to any one of them
as the case may be.

In addition, it shall also be the obligation of the FIRST PARTY

to acquire a perpetual easement of right of way in favor of the
Subject Property considering that the said property has no adequate
inlet and outlet to a public highway. The right of way so obtain shall
be constituted in favor of and inure to the benefit of the Subject
Property, its owner/s, its assigns and successors-in-interest.
It shall be the obligation of the FIRST PARTY to negotiate and pay
the expenses in establishing the said easement of right of way for
the Subject Property.

Both conditions are herein referred to as the “CONDITIOS.”

3. The initial payment made by the SECOND PARTY as

mentioned above forms part of the total purchase price of the
Subject Properties. In case the FIRST PARTY fails to comply with
both the CONDITIONS within a maximum period of one hundred
fifty (150) days from execution hereof, the initial payment made
pursuant hereto shall be returned and reimburse to the SECOND
PARTY by the FIRST PARTY. In case the FIRST PARTY fails to return
or refund the initial payment mentioned above, the same obligation
to return or refund shall and is hereby constituted as a lien upon
the SUBJECT PROPERTY. This Agreement shall also be annotated
at the back of the subject title in case of failure to refund the said
initial payments.

4. Upon receipt of the initial payment mentioned under

paragraph 1.1. above, the FIRST PARTY shall give the SECOND
PARTY the right to re-survey the subject property at its own expense.

5. In case the SECOND PARTY defaults in the payment of the

remaining purchase price, the SECOND PARTY shall be given an
additional period of ten (10) days from the date the obligation
becomes due to make the necessary payments. After which, the
FIRST PARTY may cancel or terminate this agreement without need
of any legal or court actions, and upon written notice of such fact to
the SECOND PARTY. In which case, the FIRST PARTY shall have the
right to forfeit all payments made by the SECOND PARTY as
liquidated damages. Likewise, in the event the FIRST PARTY fails to
comply with the CONDITIONS stipulated herein, the FIRST PARTY
shall refund all payments made by the SECOND PARTY. In addition
thereto, this agreement shall automatically be terminated and be
without force and effect.

2
 6. Capital Gains Tax and Documentary Stamp Tax shall be for
the account of the SECOND PARTY. Transfer and registration costs
as well as other incidental expenses shall be for the account of the
SECOND PARTY. All realty taxes due must be paid and updated by
the FIRST PARTY prior to the execution of the Deed of Absolute Sale.

7. The parties warrant that the persons whose signature appears

hereon represents, warrants and guarantees that they have been
duly authorized and has full authority to execute this Agreement on
behalf of the party on whose behalf this Agreement is executed.

8. This agreement constitutes the entire agreement of the parties

and may not be altered, unless the same is agreed upon in writing
signed and acknowledged by the parties.

9. This agreement is binding upon the heirs, court appointed

representatives, assigns, and successors of the parties.

10. In case the SECOND PARTY is force to file cases before the
appropriate Courts to collect pursuant to Section 3 above, he shall
be entitled to collect an additional amount of Php 500,000.00 as
damages and collection expenses. Any suit arising from this Deed
shall be instituted exclusively in the proper courts of Quezon City,
Metro Manila.

IN WITNESS WHEREOF, we have hereunto set our hands

this__________________ at ____________________, Philippines.

FIRST PARTY SECOND PARTY

WITNESSES

__________________________ _________________________

3
 ACKNOWLEDGMENT

Republic of the Philippines }

_________________________ } S.S.

At the above-stated locality, on _____________, before me personally

appeared:

Name Government Issued ID

Known to me to be the same persons who executed the foregoing

instrument and acknowledged the same to be their free and voluntary act
and deed as well as those of the entities herein represented.

Said instrument refers to a DEED consisting of 4 pages, including

this page wherein this Acknowledgment is written, signed by the parties
and their witnesses on the signature page hereof, initialed on the other
pages and sealed with my notarial seal.

Doc. No. ____; Notary Public

Page No. ____;
Book No. ____;
Series of 2019.