CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This Contract to Sell (“Contract”), is executed by and between:

____________, married to _______________, of legal age,

Filipino, with postal address at ___________________________,
hereinafter referred to as the "SELLER”

- in favor of -

MEGASTAR INTERNATIONAL DEVELOPMENT

CORPORATION, a domestic corporation duly organized and existing under
Philippine laws with business address at B1 L1 PH3 Lima Technology Center
Special Eco. Zone, Malvar Batangas, hereinafter referred to as the "BUYER";

(together comprising the “Parties” to this Contract).

WITNESSETH: That

WHEREAS, SELLER is the actual, beneficial, registered and exclusive owner of

a parcel of land situated in Barangay Pungo, Municipality of Calumpit, Province of
Bulacan consisting of approximately _________________________________________
(_____) square meters, more or less, covered by Transfer Certificate of Title (TCT) No.
_________ issued by the Registry of Deeds for the Province of Bulacan (the
“PROPERTY”), and more particularly described as follows:

TCT No. T-

WHEREAS, SELLER has offered to sell the PROPERTY and BUYER has
agreed to buy all of SELLER’s rights, interests and participation in the PROPERTY
under the terms and conditions set forth herein;

ACCORDINGLY, the Parties have agreed as follows:

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I. SALE AND PURCHASE OF THE PROPERTY

Subject to the terms and conditions of this Contract, at Closing (as defined in
Section 3 hereof), SELLER shall sell, assign, transfer and convey his ownership, rights,
interests and participation in the PROPERTY unto BUYER, free from all liens and
encumbrances, and BUYER shall purchase and accept all of SELLER’s rights, interests
and participation in and to the same.

II. PURCHASE PRICE AND MODE OF PAYMENT

The parties acknowledge that the area of the PROPERTY is ____ square meters
and the purchase price of the PROPERTY shall be ONE THOUSAND _____________
PESOS (P1,_00.00) per square meter or approximately
___________________________________________________PESOS (P________) .

The Purchase Price shall be payable as follows:

a) Downpayment of 20% of the Purchase Price or ________________ upon

the execution of this Contract provided SELLER submits to BUYER the
following:

i. Certified true copy of the transfer certificate of title covering the

PROPERTY;

ii. Duly notarized Special Power of Attorney executed by SELLER

appointing BUYER or his representative as SELLER’s attorney-
in-fact with full authority to obtain the necessary documents
covering the PROPERTY from the pertinent government agencies,
including the Register of Deeds, City Assessor’s Office,
Department of Environment and Natural Resources (DENR), and
BIR;

iii. Barangay Agrarian Reform Council Chairman Certification stating

that the PROPERTY is not tenanted and has not been issued a
certificate of coverage under the Comprehensive Agrarian Reform
Program;

iv. Affidavit of No Improvement executed by SELLER with a

Certificate of No Improvement on the PROPERTY issued by the
Tax Assessor’s Office of Rizal;

b) 40% of the Purchase Price or ______________ from the date of signing of

this Contract provided the SELLER has submitted to the BUYER the
following

i. Municipality of Calumpit, Bulacan of the Zoning

Ordinance/Sangguniang Bayan Resolution reclassifying the
PROPERTY from agricultural to industrial with approval by the
Sangguniang Panlalawigan of Bulacan;

ii. Duly signed Deed of Absolute Sale in favor of the BUYER;

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 iii. Real Property Tax Certification issued by Municipal Treasurer's
Office of Cavite City, stating that all real property taxes on the
PROPERTY have been paid up to 2017;

iv. Original receipts covering payment of real property taxes and the
Municipal Treasurer’s Certification that the realty taxes on the
PROPERTY have been paid up to 2017;

v. [In case of deceased registered owner: Duly notarized Deed of

Extrajudicial Settlement of the Estate of ____________; proof of
publication thereof and Certificate Authorizing Registration issued
by the Bureau of Internal Revenue on the estate of
_______________________]; and

v. Original Owner’s duplicate copy of Transfer Certificate of Title

No. _________________ issued by the Registry of Deeds of
Bulacan;

vi. Certified true copy of the most recent tax declaration covering the
PROPERTY;

vii. Certified true copy of the Lot Plan as duly approved by the Bureau
of Lands.

c) 40% of the Purchase Price or _____________ upon transfer of the

PROPERTY in the name of the BUYER/BUYER’S designee, which shall
be deposited by the Buyer in an Escrow account simultaneously with the
execution by the SELLER of the Deed of Absolute Sale covering the
PROPERTY in favor of the SELLER under the preceding paragraph.

III. CLOSING

Closing, shall take place upon the SELLER’s compliance with all the conditions
stipulated in paragraph 2 (c) hereof, at such time and place as may be mutually agreed
upon by the Parties, provided that the necessary clearances for the transfer of ownership
of the PROPERTY have been issued by the pertinent government agencies.

IV. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF

SELLER

SELLER hereby acknowledges that BUYER relied upon SELLER’s

representations, warranties and undertakings herein in entering into this Contract, and
SELLER represents and warrants that:

(a) She is the lawful, exclusive, beneficial and absolute owner of the
PROPERTY and is in complete and peaceable possession thereof.

(b) The PROPERTY is free from all claims, liens, assessment, attachments,
mortgages, tenancies, sale, restrictions, judgments, right of way,
easements, and other encumbrances of whatever nature, and is not the
subject of any adverse claim of ownership or possession, boundary,
dispute, or encroachment, nor is it leased or under any option and/or offer
to sell or lease, or subject of any other matter affecting ownership or use of
the PROPERTY;

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(c) She is validly and lawfully acquired the PROPERTY and she, by herself or
through her predecessors-in-interest has been in open, adverse,
continuous, exclusive and continuous possession and occupation of the
PROPERTY under a bonafide claim of ownership since 12 June 1945 or
earlier.

(d) She has all the requisite power and authority to execute and deliver this
Contract and perform his obligations hereunder according to the terms
thereof and has obtained all necessary actions, consent, approvals,
signatures and authorizations and performed all acts required by law to
convey, transfer and cede ownership of the PROPERTY to BUYER;

(d) She has no existing legal impediment in selling the

PROPERTY to BUYER.

(e) The PROPERTY is alienable and disposable and has been

certified as such by the DENR and no longer intended for public service or
the development of the national wealth.

(f) There is no law, ruling, regulation or fact which will prevent

BUYER, its assigns, successors-in-interest or nominees, from acquiring
title to, or taking complete possession of the PROPERTY, free from all
liens and encumbrances whatsoever.

(g) There is no judgment, order, litigation, arbitration,

condemnation, eminent domain or any other administrative proceeding or
governmental investigation pending or threatened against SELLER, or in
any manner involving the PROPERTY which impairs or will impair
SELLER’s (and/or BUYER's) right to the ownership, possession or use
of the PROPERTY, nor is there any basis known to SELLER for any such
litigation, arbitration or proceeding which, if adversely decided against
SELLER, would have a material and adverse effect upon his right to the
possession or use of the PROPERTY by BUYER.

(h) Upon or subsequent to execution of this Contract, it shall not

take or cause to be taken, directly or indirectly, any action as would
adversely affect BUYER’s interest in the PROPERTY or would in any
way prejudice or delay BUYER's taking title to, possession of, or interest
in the PROPERTY.

(i) She has not at any time, before, during or at the time thereof,
concealed or misrepresented any substantial or material fact relative to the
PROPERTY or to their capacity to sell and convey their rights to the
PROPERTY to BUYER.

(j) She shall indemnify BUYER for, and hold it free from and
harmless of any claims that may be made by any party against BUYER
and/or on the PROPERTY in connection with, arising out of, or in any
way relating to encumbrances and liens, disclosed or otherwise, or under
any law or proceeding, as well as any claims for taxes and assessments, or
of ownership or possession of, or any other right to, the PROPERTY
adverse to that of SELLER or BUYER.

(k) The tax declaration covering the PROPERTY in the name of

SELLER, location plan, DENR certifications and such other papers,
deeds and documents relative to SELLER’s ownership of the PROPERTY

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 and which are necessary to accomplish registration of the sale and
registration of the PROPERTY under the Torrens System, copies of which
have been or are to be delivered to BUYER pursuant to the terms thereof,
are genuine, complete and authentic.

(l) In the event that the PROPERTY becomes the subject matter of
any court action including any action involving the question of ownership,
possession and other collateral issue, such as but not limited to
controversies arising from extrinsic and intrinsic validity of documents
evidencing ownership of the PROPERTY, SELLER’s representations,
warranties and undertakings, claims of ownership or possession or
otherwise, SELLER unconditionally undertakes to defend BUYER and
shall have the case dismissed as against them or BUYER, provided that
BUYER shall have the option to employ the services of its own counsel to
prosecute its claim and rights in the PROPERTY, and SELLER shall
answer for the judgment amount, attorney’s fees, cost of suit and other
expenses incurred by BUYER.

(m) The PROPERTY has free and unimpeded access to existing

public highways and/or roads (either directly or by way of perpetual
easements), and all approvals necessary thereof have been obtained and
are in full force and effect. No fact or condition exists which would result
in the termination of the current access from the PROPERTY to any
presently existing public highways and/or roads adjoining or situated on
the PROPERTY.

V. SURVIVAL OF REPRESENTATIONS

All representations, warranties and undertakings of SELLER contained in this

Contract shall be deemed to be material and to have been relied upon by BUYER and
shall survive the execution and delivery of this Contract, notwithstanding the
consummation of the transaction contemplated herein.

VI. TAXES, FEES AND BROKER’S COMMISSION

The capital gains tax real property taxes on the PROPERTY up to 2017, broker’s
commission, and expenses for the relocation of all occupants in the PROPERTY shall be
for SELLER’s account while documentary stamp tax, transfer tax and registration fees
shall be for BUYER’s account.

The SELLER hereby authorizes the BUYER to deduct from the purchase price
the amount corresponding to the capital gains tax on this transaction and to pay on behalf
of SELLER all taxes arising from this transaction. Transfer tax and expenses necessary
for the registration of title in BUYER’s name shall be for BUYER's account.

VII. ACCESS AND USE OF THE PROPERTY

Upon the execution of this Contract, BUYER or any of his designated

representatives may enter and hold possession of the PROPERTY, take an actual survey,
break grounds, conduct earth-moving activities or perform such other acts of dominion
over the PROPERTY provided that all necessary permits have been obtained by the
BUYER.

VIII. REMOVAL OF OCCUPANTS

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 SELLER shall clear the PROPERTY of all squatters and occupants, if any,
including their houses, shacks, quarters, utilities, agricultural produce and other physical
structures or belongings on or before the final payment of the Purchase Price. All
expenses related to and actually incurred in the removal and relocation of any and all
squatters and occupants from the PROPERTY shall be for the account of SELLER.
SELLER may remove any improvements on the PROPERTY provided that no damage is
caused to the PROPERTY as a result of such removal. Any improvements found on the
PROPERTY at the time of the execution of the DOAS shall belong to BUYER.

IX. DAMAGES AND INDEMNIFICATION

Subject to the provisions of paragraph XII hereof, SELLER hereby agree to

indemnify and defend, at his sole cost and expense, and hold BUYER, its successors and
assigns, free and harmless from and against, and to reimburse BUYER with respect to,
any and all claims, demands, actions, causes of action, losses, damages, liabilities,
attorney’s fees, costs and expenses of any and every kind or character, know or unknown,
fixed or contingent, asserted against or incurred by BUYER at any time and from time to
time by reason of or arising out of:

a) the breach of any representation or warranty of SELLER set forth in this

Contract or any other instrument; or

b) the failure of SELLER, in whole or in part, to perform any of his

obligations under this Contract.

In the event of any adverse claim on the PROPERTY filed by any party after the
date of this Contract, BUYER shall retain whatever amounts are still payable to
SELLER and shall release such amounts only after the said adverse claim is settled by
SELLER to the satisfaction of BUYER.

X. DEFAULT

SELLER shall be deemed to be in default hereunder upon the occurrence of any

one of the following events:

a) any of SELLER’s warranties and representations set for herein shall be

untrue in any material aspect; or

b) SELLER shall fail in any material respect to meet, comply with, or

perform any covenant, agreement or obligation on his part required within
the time limits and in the manner required in this Contract or in the
DOAS.

In the event SELLER shall be deemed to be in default hereunder, BUYER may,

at his sole option:

i. rescind this Contract by written notice delivered to SELLER,

subject to the provisions of paragraph XII hereof; or

ii. demand and enforce specific performance of this Contract against

SELLER and the latter shall pay for BUYER’s costs and
attorney’s fees in connection therewith.

In addition, in the event of default, BUYER shall be considered relieved from any
of his responsibilities arising out of this Contract and shall not be held liable to pay
specifically the unpaid balance of the Purchase Price of the PROPERTY, unless and until

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SELLER has complied faithfully and completely with all the obligations imposed on
them under this Contract.

The provisions contemplated in this paragraph shall survive and shall continue to
be in full force and effect even after the execution of this Contract.

XI. RESCISSION

a) If for any reason SELLER incurs in default in any of their obligations

herein, or for any reason attributable to the SELLER the title to the
PROPERTY cannot be registered in BUYER’s name, this Contract may be
rescinded at the sole option of BUYER.

b) Notwithstanding the issuance of a final and valid court judgment that

adversely affects BUYER’s ownership or possession of the PROPERTY,
BUYER has the sole option to rescind this Contract or the DOAS
covering the PROPERTY.

In the event of total or partial rescission arising from the preceding

paragraphs, SELLER shall return to BUYER the entire or corresponding
amount, as the case may be, paid by BUYER to SELLER under this
Contract.

XII. WAIVER

No waiver by either party of any breach of any term or condition of this Contract
shall be deemed valid and binding unless made in writing, nor shall the failure of any
party to enforce such provision constitute a waiver of such provision or of any other
provision, nor shall such action be deemed a waiver or release of any other party for any
claims arising out of or in connection with this Contract.

XIII. VENUE

The Parties shall settle any dispute arising under this Contract amicably and shall
exhaust all efforts to arrive at an amicable settlement of their differences. In the event that
the Parties fail to amicably settle any dispute, the venue of any action arising from this
Contract shall be Pasig City. The Pasig City courts shall have exclusive jurisdiction over
any dispute arising out of this Contract and SELLER hereby consents to the exclusive
jurisdiction of the said courts.

XIV. COVENANT TO EXECUTE ADDITIONAL INSTRUMENTS

The Parties agree to execute and deliver any instrument in writing necessary to
carry out any agreement, term, condition, or assurance in this Contract whenever the
occasion shall arise and request for such instrument had been made.

XV. BINDING NATURE

The warranties, covenants, terms, conditions, provisions, and undertakings in this

Contract or any modification, revision, or supplement thereto shall extend to and be
binding upon successors and assigns of SELLER, as if he was in every case named and
expressed, and shall be construed as covenants running with the PROPERTY.

IN ATTESTATION OF THE ABOVE, this Contract has been executed on this

___ day of _________________ 2017 in ________________________.

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 Seller Buyer

SIGNED IN THE PRESENCE OF:

______________________ _____________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

) S.S.

BEFORE ME, a Notary Public, for and in the above jurisdiction, this ______ day
of ________ 2017, personally appeared the following with their Community Tax
Certificates and Competent Evidence of Identity, to wit:

Community Tax Certificate Competent Evidence of

Name No./Date Issued/Place of Identity
Issue

TIN: 123-284-467

known to me and to me known to be the same persons who executed the foregoing
Contract to Sell relating to the sale of a parcel of land located in Calumpit, Bulacan
covered by TCT No. __________, consisting of eight (8) pages, including this page
wherein the acknowledgment is written, signed on each and every page by the parties and
their witnesses and acknowledged to me that the same is their free and voluntary act and
deed and that of the corporations they represent.

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

Doc. No. ___;

Page No. ___;
Book No. ___;
Series of 2017.

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