CONTRACT TO SELL

This CONTRACT TO SELL (“CONTRACT”), made and executed this

______________ by and between:

LUCIA SCHATZ y DELA CRUZ, Filipino, of legal age, married to JOERG SCHATZ,
a German citizen, with address at Holztrasse 13/1; D – 71404, Korb, Germany,
hereinafter referred to as the SELLER,

-and-

JOSE MANTUPAR, Filipino-American, of legal age, single, and a resident of 9751

Bond Road Elk Grove, California, United States of America, hereinafter referred to as the
BUYER.

Witnesseth:

WHEREAS, the subject of this CONTRACT TO SELL is a parcel of land with

a total area of ___________ situated at Union, 5710 Libertad, Antique, Philippines
referred to as Ucoy Beach Resort;

WHEREAS, the SELLER is the absolute owner and currently exercising all rights
of ownership over the PROPERTY;

WHEREAS, the BUYER has agreed to purchase the PROPERTY, which the
SELLER has agreed to sell to the BUYER;

WHEREAS, the BUYER shall advance the payment of all taxes and fees ought to
be paid by the SELLER to effect registration of the subject property under the name of
the BUYER with the Registry of Deeds of Libertad, provided that the SELLER signs the
Deed of Absolute Sale of the subject property;

WHEREAS, the parties agreed that pending execution of the Deed of Absolute
Sale of the PROPERTY, SELLER grants unto BUYER absolute right to possess the said
PROPERTY;

NOW THEREFORE, for and in consideration of the Down Payment in the

amount of One Million (Php1,000,000.00) Pesos, being part of the Total Contract Price
of Seven Million Five Hundred Thousand (Php7,500,000.00) Pesos, Philippine
currency, which will be more extensively described and detailed in a subsequent Deed of
Absolute Sale, and subject further to the covenants hereinafter set forth, the SELLER
agrees to sell and the BUYER agrees to buy the PROPERTY, subject to the following
terms and conditions:

ARTICLE I. PURCHASE PRICE AND TERMS OF PAYMENT

Section 1.1. The Total Purchase Price of the PROPERTY with a total area of
____________ is SEVEN MILLION FIVE HUNDRED THOUSAND PESOS
(Php7,500,000.00), Philippine Currency, payable as follows:

1. DOWNPAYMENT: BUYER paid the SELLER a down payment amounting to

ONE MILLION PESOS (Php1,000,000.00), Philippine currency, prior to the
signing of this contract, and the same was received by the SELLER on
______________;

2. BALANCE of SIX MILLION FIVE HUNDRED THOUSAND PESOS

(Php6,500,000,00) shall be paid by the BUYER to the SELLER, as follows:

a. ONE MILLION TWO HUNDRED FIFTY THOUSAND PESOS

(Php1,250,000.00) Philippine currency to be paid by the BUYER to
SELLER every 30th of June and 31st of December starting on 2023 until full
payment of the balance. The SELLER shall issue a notarized
Acknowledgement Receipt for every amount paid by the BUYER.

b. In case the BUYER is unable to pay on the aforementioned dates, the

BUYER shall be given a grace period of sixty (60) days from the lapse of
the 30th of June and 31st of December.

c. During the payment of the last installment, the PARTIES shall sign the
Deed of Absolute Sale and the SELLER shall deliver to the BUYER all the
original copies of the following:

i. Transfer Certificate of Title of the Property;

ii. Updated real property taxes over the “PROPERTY”;
iii. Deed of Conveyance; and
iv. Such other documents necessary for the registration of the property
under the name of the BUYER.

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 ARTICLE II. PROPERTY PREMISES

Upon signing of this Contract, the SELLER hereby grants, cedes, and
assigns its right to complete possession and absolute use of the premises of the
subject property in favor of the BUYER.

Consequently, the BUYER shall have the right to completely possess and
absolutely use the premises, construct buildings, improvements and/or facilities
within the premises.

SELLER hereby authorizes the BUYER to “LEASE OUT” any or all

portion of the premises, including any or all portion of the buildings, structures
and/or facilities constructed within it, as if the BUYER is the LANDLORD.

During the term of this Contract to Sell, BUYER and SELLER agree that
rentals from within the premises will accrue to the BUYER.

ARTICLE III. WARRANTIES

The SELLER is the legal and the beneficial owner of the PROPERTY and
therefore has a valid, good, legal, absolute, and marketable title thereto;

Section 3.1. The SELLER has full power, authority, legal right and capacity to make,
execute, deliver, and perform this CONTRACT TO SELL, which constitutes the
SELLER valid and legal binding obligation, enforceable in accordance with its terms and
conditions.

Section 3.2. The SELLER shall immediately prepare all the required documents to cause
the payment of all pre-requisite local and national taxes, including necessary fees, and
perform every and all acts necessary in order for the PROPERTY to be registered with
the Registry of Deeds of Libertad under the name of the “BUYER”.

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 Once the SELLER has completed all the necessary documents in the preceding
paragraph, the BUYER shall advance all taxes and fees ought to be paid by the SELLER,
and such amount paid by the BUYER but the same shall not be deducted from the
balance of the purchase price.

Section 3.3. BUYER agrees that this Contract to Sell is on “AS-IS, WHERE-IS” basis,
thereby limiting SELLER’s warranty only to claim of ownership and other warranties
stated herein. SELLER also warrants that the BUYER’s PREMISES are free from any
occupant or tenant prior to possession by the BUYER.

The BUYER represents and acknowledges that it is aware of the full

circumstances of the SELLER’s acquisition of the title to the PROPERTY and its
predecessor/s-in-interest.

ARTICLE IV. TAXES AND FEES

Section 4.1. The Capital Gains Tax, Documentary Stamp Tax, transfer taxes,
registration fees, and other miscellaneous fees shall be for the account of the BUYER.

Section 4.2. BUYER shall be responsible for the payment of Real Property Taxes due on
the Buyer’s Premises from the time of its possession as well as applicable association
dues if any.

ARTICLE V. TERMINATION

This Contract will be replaced and terminated in its entirety upon the signing and
effectivity of the Deed of Absolute Sale.

ARTICLE VI. GENERAL TERMS AND CONDITIONS

Section 6.1. This CONTRACT shall be governed in all respects, including validity,
construction, performance and effect, by the laws of the Republic of the Philippines.

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Section 6.2. No failure or delay on the part of SELLER in exercising any right or power
herein shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power preclude any other or further exercise thereof. No modification or
waiver of any provision of this contract and no consent by SELLER to the departure
therefrom by BUYER shall be effective unless it is in writing. In such case, the waiver or
consent shall only be for the specific occasion and for the particular purpose for which it
is given.

Section 6.3. If any provision or stipulation of this contract or other related documents, are
declared by the courts to be invalid, illegal or unenforceable, under any applicable law,
the validity, legality and enforceability of other provisions hereof or thereof shall not be
affected thereby.

Section 6.4. The PARTIES each acknowledge that they have read the CONTRACT,
understand and agree to be bound by its terms, and further agree that it is a complete and
exclusive statement of the CONTRACT between the PARTIES, supersedes all
proposals, and all other communications between the parties.

Section 6.5. All notices or approvals required or permitted under this CONTRACT must
be given in writing. Any waiver or modification of this CONTRACT will not be effective
unless executed in writing and signed by the relevant parties.

Section 6.6. This CONTRACT constitutes the complete and entire statement of all
conditions and representations of the agreement between and among the signatories with
respect to its subject matter and supersedes all prior writings or understandings.
Section 6.7. This CONTRACT may be executed in counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same
CONTRACT.

Section 6.8. The provisions of this CONTRACT shall be binding upon and shall accrue
to the benefit of the Parties and their respective heirs, successors, and assigns.

ARTICLE VII. EFFECTIVITY

This Contract shall be effective upon signing by both parties.

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 IN WITNESS WHEREOF, the Parties have executed this CONTRACT at their
respective addresses and on the dates indicated below.

SELLER: BUYER:

LUCIA DELA CRUZ SCHATZ JOSE MANTUPAR

Date: _____________ Date: ____________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES

_______________________________ ) S.S.

BEFORE ME, this _____ day of __________, at _____________, Philippines

personally appeared:

NAME GOVERNMENT ID ISSUED AT ISSUED ON

Lucia D. Schatz ________________ ______________ _____________

Jose Mantupar ________________ ______________ _____________

known to me and to me known to be the same persons who executed the foregoing
CONTRACT TO SELL consisting of seven (7) pages, including the page whereon this
acknowledgment is written, and the foregoing persons acknowledged to me that the same
is their free and voluntary act and deed.

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

Doc. No.
Page No.
Book No.
Series of 2022

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