DEED OF CONDITIONAL SALE

This deed made and executed on 1st January, 2017 in Iloilo City by and
between :

ORANGE CORPORATION, a corporation organized and existing under

Philippine laws, with principal office at Iloilo Business Park, Megaworld
Boulevard, Mandurriao, Iloilo City, Philippines, represented herein by its
President and CEO, Mr. Martin Black, and hereinafter referred to as
the “SELLER.”

-In favor of-

GRAY MOUNTAIN, Filipino, of legal age, with residence and postal

address at Barangay Mohon, Arevalo, Iloilo City, and hereinafter referred
to as the “BUYER.”

WITNESSETH that-

WHEREAS, the SELLER is the absolute and registered owner of a parcel

of land with improvements thereon located at Zone 1, Brgy. Calahunan,
Mandurriao, Iloilo City, covered by Transfer Certificate of Title (TCT) No. 1234
(TCT No. 1234) containing a total land area of ONE THOUSAND EIGHT
HUNDRED TEN SQUARE METERS (1, 810 sq. meters), and by Tax
Declaration No. 1234, the copies of which are attached hereto as Annexes “C-1”
and “C-2,” respectively.

WHEREAS, the BUYER has offered to buy and the SELLER has agreed
to sell, transfer, and conveyed the above mentioned properties to the BUYER
for the amount of EIGHT MILLION PESOS (Php 8 000 000.00) Philippine
Currency;

WHEREAS, the SELLER has the power, capacity, and authority to sell
and transfer the title of the properties to the BUYER, there being no hindrance,
legal or otherwise, to do the same upon the signing of the Deed of Absolute
Sale;

zNOW, THEREFORE, for and in consideration of the foregoing premises

and covenants hereinafter stipulated, the parties hereby agree as follows:

1. Consideration

For and in consideration of the amount of EIGHT MILLION PESOS (Php

8 000 000), Philippine Currency, inclusive of 12% Value Added Tax (the
“Purchase Price”), the SELLER hereby SELLS, TRANSFERS, and CONVEYS in
favor of the BUYER, on an “as is where is” basis, all of the SELER’s rights, title,
and interest in the properties.

2. Mode of Payment

The BUYER shall pay the SELLER FOUR MILLION PESOS (Php 4 000
000), Philippine Currency, upon the execution of the Deed of Absolute Sale and
FOUR MILLION PESOS (Php 4 000 000), Philippine Currency, upon the

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delivery to the BUYER of the owner’s duplicate certificate of title, already
transferred in the name of the BUYER, together with the corresponding tax
declarations of the properties, also in the name of the BUYER.

3. Default in Payment

In the event that the BUYER should fail to pay the amount due as
prescribed in Section 2 hereof, the following consequences may occur:

a. Any amount paid by the BUYER to the SELLER shall be deemed

forfeited. In such event, the SELLER is hereby authorized to sell
the property to other interested parties.

b. This Deed shall be considered as automatically rescinded without

the need of any judicial pronouncement in so far as the erring
BUYER is concerned and after ten (10) days’ notice to the erring
BUYER. In such an event, all improvements made and/or erected
by the BUYER on the properties subject of this Deed shall
automatically become the properties of the SELLER, and shall also
be considered as rentals for the occupancy and/or use of the
properties as liquidated damages.

c. The SELLER may immediately take possession of the property.

However, the SELLER may choose to execute the following options,
to wit:

i. The SELLER may demand for the payment of the total

amount due with penalty charges equivalent to thirty-six
(36%) percent per annum; or

ii. The SELLER may choose to apply strictly the provisions

specified under paragraph 3, section b, of this Deed.

4. Warranties

a. The SELLER is selling the properties on an “as is, where is” basis.

b. The SELLER is selling only whatever rights, title, interest and

participation it has acquired over the properties to the BUYER.

c. The BUYER has full knowledge of the nature and extent of the
BUYER’S rights, title, interest and participation in the properties.

d. BUYER hereby confirms and acknowledges that he has

independently inspected and verified the physical condition of the
properties as well as the status of the documents evidencing the
SELLER’s ownership of the properties, including the title.

e. The SELLER warrants that it is not aware of any other case

pending which involves the properties and that the properties are
free and clear of all liens and encumbrances and any adverse
claims of any kind and nature.

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 f. The SELLER warrants that all the real estate taxes, assessments
and other charges of the properties described above have been paid
as of the date of the signing hereof.

g. The SELLER represents and warrants to the BUYER that it is a

domestic corporation qualified to own and hold title over the
properties, and has the financial capacity to sell the same to the
BUYER. The SELLER further represent and warrant that all
actions necessary on its part to execute this Deed and to perform
the transactions contemplated herein have been taken by it.

5. Waiver of Rights

The BUYER hereby waives his right to warranty against eviction and
shall be liable for any and all liens and encumbrance now affecting or may
hereafter affect the properties.

6. Taxes and Expenses

a. The BUYER shall assume taxes related to transfer of ownership

(Documentary Stamp Tax, Estate Tax, Transfer Tax, etc.),
assessments or other charges and liabilities on the properties that
may now be due or which may now be due or which hereafter be
imposed by the Republic of the Philippines and by any of the
latter’s agencies and instrumentalities.

b. The BUYER shall likewise defray all expenses necessary for or

incidental to, documentary stamps, notarial fees, presentation, and
registration fees and other expenses for execution hereof.

i. The BUYER shall, upon demand, present to the SELLER the

receipt/s evidencing payment of such taxes, imposts,
assessments and/or other charges and liabilities levied upon
the properties or any other expenses in relation thereto.
Should the BUYER fail to present said receipt/s or if notice
of delinquency for non-payment/default thereof is directed to
the SELLER, or in any other case where the SELLER may,
without any obligation to do so, pay the amount due
including surcharges and penalties, and other with the
interest rate of thirty six percent (36%) per annum.

7. Sub-lease/Third-Party Occupancy

Should the BUYER lease or allows third party to occupy the properties,
the BUYER shall restore full possession of the property to the SELLER free of
any occupants in the event of rescission.

8. Judicial Relief

In the event of failure of the BUYER to comply with the provisions of the
preceding paragraphs, thus, compelling the SELLER to undertake the
necessary legal action, the BUYER shall answer for attorney’s fees and all
expenses of litigation plus damages which the SELLER may suffer. For
purposes of this provision, damages shall be construed and computed at 5%
per month of the whole consideration stated in this contract.

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 IN WITNESS WHEREOF, the parties have set their hands and affixed
their signatures on the date and place above stated.

ORANGE CORPORATION GRAY MOUNTAIN

Seller Buyer

Represented by:

MARTIN BLACK

SIGNED IN THE PRESENCE OF:

UBE LAVENDER CASIO BROWN

__________________________ ____________________________

ACKNOWLEDGEMENT

Republic of the Philippines)

_________________________) S.S

I certify that on this 1st day of January, 2017, before me, a notary public
duly authorized in the city named above to take acknowledgements,
personally appeared the following:

Name CTC Number Date/Place Issued

Orange Corporation 10000000 January 01, 2017 / Iloilo City

Gray Mountain 10000000 January 01, 2017/Iloilo City

Who were known to me 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 5 page/s, including the page on which this

acknowledgement is written, has been signed on each and every page thereof
by the concerned parties and their witnesses, and sealed with my notarial seal.

IN WITNESS WHEROF, I hereunto set my hand and affix my notarial seal

on the date and at the place above written.

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 Notary Public

Atty. Kenneth T. Go
NOTARY PUBLIC FOR ILOILO CITY
UNTIL DECEBER 31, 2020
6th FLOOR ST IVESCENTER,
6741 PASEO CENTER,
ILOILO CITY, PHILIPPINES
ROLL NO. 56881/01-09-09
PTR NO. 1677015/02/06/10
1BP NO. 07834LT/0114/RIZAL CHAPTER

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