MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement was made and executed on the _____

day of _____ June, 2019, in the City of Bacolod, Negros Occidental by and
between:

VICENTA M. DE LA TORRE, of legal age, single, a resident of Bacolod

City, Negros Occidental; FE ESTROCHE-DE LA CRUZ, of legal age, widow
and a resident of Bacolod City, Negros Occidental; MARIA SALOME M.
TROCIO, of legal age, widow, and a resident of Bacolod City, Negros
Occidental, CESAR D. MANING, of legal age, single and a resident of Bacolod
City, Negros Occidental; ROSALINDA D. MANING, of legal age, single and
a resident of Bacolod City, Negros Occidental; and HERMINIA M.
AMBUBUYOG, of legal age, married to MAURO P. AMBUBUYOG, and
residents of Bacolod City, Negros Occidental; hereinafter referred to as
the "FIRST PARTY";

-AND-

TEODORO G. TOLEDO, of legal age, married to DELILAH J. TOLEDO,

Filipino citizens, and residents of Bacolod City, Negros Occidental, duly
represented by their Attorney-In-Fact ELENDE V. DIVINO, hereinafter
referred to as the "SECOND PARTY".

WITNESSETH;

WHEREAS, the FIRST PARTY are the heirs of the registered owners of
a parcel of land consisting of ONE HUNDRED FIFTY THOUSAND EIGHT
HUNDRED AND FIFTY-EIGHT (150, 858) SQUARE METERS, more or less,
situated in the Municipality of Pontevedra as evidenced by the DECLARATION
OF HEIRSHIP AND EXTRA JUDICIAL SETTLEMENT OF ESTATE executed before
Notary Public ATTY. SALVADOR T. SABIO on October 6, 2015 and recorded in
his Notarial Register as Document No. 1, Page No. 1, Book No. XXXII, Series
of 2014, a copy of which is hereto attached as ANNEX “A” and made an integral
part of this instrument;

WHEREAS, the subject property covered by Transfer Certificate of

Title No. T-35996 issued by the Registry of Deeds of the Province of Negros
Occidental is more particularly described as follows:

“A PARCEL OF LAND (LOT NO. 1276 OF THE CADASTRAL

SURVEY OF PONTEVEDRA), WITH ALL BUILDINGS AND
IMPROVEMENTS, EXCEPT THOSE HEREIN EXPRESSLY NOTED AS
BELONGING TO OTHER PERSONS, SITUATED IN THE
MUNICIPALITY OF PONTEVEDRA. BOUNDED ON THE NE., BY LOTS
NOS. 1219 AND 1224; ON THE SE., BY LOTS NO. 1224 AND 1226;
ON THE SW., BY LOTS NOS. 1262 AND 1275; AND ON THE NW.,
BY LOTS NOS. 1277, 1278, 1280 AND 1210. BEGINNING AT A
POINT MARKED”1” ON PLAN, BEING N. 82 DEG. 31’ E., 920.18 M.
FROM B.L.L.M. NO. 11 X X X CONTAINING AN AREA OF ONE
 HUNDRED FIFTY THOUSAND EIGHT HUNDRED AND FIFTY-EIGHT
SQUARE METERS (150, 858), MORE OR LESS. X X X”

WHEREAS, the SECOND PARTY has offered to buy and the FIRST
PARTY has agreed to sell the above-mentioned property under the terms
and conditions herein below set forth;

NOW THEREFORE, for and in consideration of the sum of THREE

HUNDRED THIRTY THOUSAND PESOS ONLY (Php330,000.00) PER
HECTARE, and of the covenants herein after set forth the FIRST
PARTY agrees to sell and the SECOND PARTY agrees to buy the aforesaid
property subject to the following terms and conditions:

1. That the FIRST PARTY will sell the property at the price of THREE
HUNDRED THIRTY THOUSAND PESOS (PHP330, 000.00) PER
HECTARE;

2. That the TOTAL CONSIDERATION of the sale of the subject property –

which will be computed on the basis of the number of Hectares
multiplied with the sum of PHP330, 000.00 (the price of the sale per
hectare), will be determined after the submission of the Survey and
Subdivision Plan indicating and identifying the areas included and the
excluded therefrom;

3. That after the exact land area and the total consideration are
determined, the parties herein shall execute a Contract to Sell;

4. That the SECOND PARTY will deliver to the FIRST PARTY the sum of ONE
HUNDRED THOUSAND PESOS (PHP100,000.00) as Cash Advance in
anticipation of initial expenses in the preparation of this Memorandum
of Agreement;

5. That the payment of the Real Property Tax until the last quarter of 2019
shall be for the account of the FIRST PARTY;

6. That the payment of the Estate Tax and other incidental fees in the
processing thereof shall be for the account of the FIRST PARTY;

7. That the payment of the Capital Gains Tax shall be for the account of
the FIRST PARTY;

8. Documentary Stamps Tax, Transfer Tax, Registration Fee, Registration

Expenses, and all other miscellaneous fees and expenses in the
processing of the transfer of title from the FIRST PARTY to the SECOND
PARTY shall be to the account of the SECOND PARTY;

9. That the relocation survey and other survey charges, research of

cadastral records in the Bureau of Lands in Iloilo City and other
incidental expenses shall be divided equally by the FIRST PARTY and the
SECOND PARTY;

10. That any expenses or cost incurred pertaining to the identification

and segregation of the portion that will be retained for the existing
tenants/occupants in the survey and subdivision thereof, the same shall
be for the account of the FIRST PARTY;
 11. That the FIRST PARTY shall ensure that the land is free from
informal settlers, tenants or occupants thereof at the time possession of
the Land is delivered unto the SECOND PARTY, and that any cost or
charges for the relocation of the said settlers and tenants shall be
exclusively for the account of the FIRST PARTY;

12. Possession of the subject property shall be delivered by the FIRST

PARTY to the SECOND PARTY upon full payment of the purchase price
above-stated;

13. That the FIRST PARTY shall assign, transfer and convey to the
SECOND PARTY all the rights, title and interest that they have over the
subject property upon receipt of the full payment;

14. Upon full payment of the purchase price, the FIRST PARTY shall
sign and execute a DEED OF ABSOLUTE SALE in favor of the SECOND
PARTY. The VENDOR shall likewise execute and/or deliver any and all
documents, including but not limited to the original copy of Transfer
Certificate of Title, Tax Declaration and all other documents necessary
for the transfer of ownership from VENDORS to the VENDEE.

IN WITNESS WHEREOF, the parties have hereunto affixed their

signatures, this ___ day of June, 2019 at Bacolod City, Philippines.

VICENTA M. DE LA TORRE FE ESTROCHE-DE LA CRUZ

FIRST PARTY FIRST PARTY

MARIA SALOME M. TROCIO CESAR D. MANING

FIRST PARTY FIRST PARTY

ROSALINDA D. MANING HERMINIA M. AMBUBUYOG

FIRST PARTY FIRST PARTY

ELENDE V. DIVINO
Attorney-in-fact of SECOND PARTY - TEODORO G. TOLEDO

SIGNED IN THE PRESENCE OF:

__________________________ __________________________
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

Province of Negros Occidental) SS.
Bacolod City)

BEFORE ME, a Notary Public in the City of Bacolod, this

____________day of June 2019, personally appeared the following:

Name Competent Evidence Date of Issue

of Identity
VICENTA M. DE LA TORRE
FE ESTROCHE-DE LA CRUZ
MARIA SALOME M. TROCIO
CESAR D. MANING
ROSALINDA D. MANING
HERMINIA M. AMBUBUYOG
ELENDE V. DIVINO

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 thereof by the concerned parties and their witnesses,
and sealed with my notarial seal.

IN WITNESS WHEREOF, I have hereunto set my hand the day, year

and place above written.

Notary Public

Doc. No. ........;

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