Republic of the Philippines )

______________City )SS.

AGREEMENT TO SELL & PURCHASE

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and executed this _____th day of December

2019, by and between the following parties:

ANDAMIRO CORPORATION, a corporation duly

organized and existing under and by virtue of the laws
of the Republic of the Philippines with office address at
NO. 81 Dr. A Santos Avenue, Sucat Road, Parañaque
City, Philippines, duly represented in this Act by its
President, Magno Q. Raquino Jr., hereinafter referred
to as the “SELLER”;

-and-

GALAXY VISTA DEVELOPMENT CORP, a stock

corporation duly organized and existing under the laws
of the Philippines, with principal business address at
No. 33 Taylor St., Biñan Laguna, duly represented in
this act by its Director, Mr. ANTONIO CERAVOLO, and
hereinafter referred to as the “BUYER”.

WITNESSETH: That –

WHEREAS, the SELLER is the registered owner of that parcel of

land situated in Barrio Maitim, Tagaytay City covered by:

TCT No. 076-2017009984 -22,888 SQ.M.1

TCT No. 076-2017009983 – 22,167 SQ.M2
TCT No. 076-2017009982- 19,227 SQ.M.3
TCT No. 076-2017009981 – 18,215 SQ.M.4

All registered with the Registry of Deeds for Tagaytay City with a total
area of EIGHTY TWO THOUSAND FOUR HUNDRED NINETY SEVEN
Square Meters (82,497 SQM, and has duly appointed its authorized
officer MAGNO Q. RAQUINO JR. to be the authorized signatory in this
Agreement to Sell & Purchase as shown in the Board Resolution and

1
Annex “A”. Certified True Copy of TCT No. 076-2017009984
2
Annex “B”. Certified True Copy of TCT No. 076-2017009983
3
Annex “C”. Certified True Copy of TCT No. 076-2017009982
4
Annex “D”. Certified True Copy of TCT No. 076-2017009981
 2

Secretary’s Certificate5 attached herein and made an integral part of this

Agreement;

WHEREAS, both signatories of the PARTIES herein have been duly

authorized by their respective corporations to be their signatories in this
Agreement and any/all subsequent deeds in relation to the subject
property;

WHEREAS, the above-mentioned property is registered under the

name of the corporation, which do not own any other real estate assets
except the abovementioned property;

WHEREAS, the BUYER is also interested in buying the corporation;

WHEREAS, the SELLER is willing to sell both the corporation and

the property; and give full disclosure;

WHEREAS, the BUYER wants to buy the adjoining property of

Illuminada T. Santos as one of the conditions to this Agreement in order
to provide right of way to the road closest to the Rotonda, and SELLER
is willing to include the sale of the same by negotiating with Illuminada T.
Santos to comply with the conditions of this Agreement;

NOW, THEREFORE, for and in consideration of the foregoing

premises, the SELLER hereby agrees to SELL and the BUYER hereby
agrees to BUY Andamiro Corporation including the subject PROPERTY
subject to the following terms and conditions:

1. SUBJECT OF THIS AGREEMENT.

1.1. PROPERTY.
a) Andamiro Property. As evidenced by attached
Certified True Copy of the Transfer Certificates of Titles
of the property;

b) Illuminada Santos’ Property. As evidenced by the

attached Certified True Copy of the Transfer Certificates
of Title.

1.2. Andamiro Corporation with SEC Registration Number

CS201310485, as evidenced by the attached SEC
Certificate and Articles of Incorporation.

2. LOT AREA SUBJECT OF SALE.

2.1. Andamiro Property. Actual survey of the lot area covered

by the Titles, measuring to a total of EIGHTY TWO

5
Annex “E”. Board Resolution & Secretary’s Certificate.
 3

THOUSAND FOUR HUNDRED NINETY SEVEN

SQUARE METERS (82,497 SQM).

2.2. Right of Way. The property covered by TCT Nos. 076-

20170107486 measuring One Thousand Five Hundred
Square Meters (1,500SQM) and TCT Nos. 20170107477
measuring One Thousand Three Hundred Square Meters
(1,300SQM) or a total of Two Thousand Eight Hundred
Square Meters (2,800 SQM), both registered under the
name of Illuminada T. Santos.

3. PURCHASE PRICE. The PARTIES hereby agree to the

LUMPSUM price of TWO HUNDRED FIFTEEN MILLION
PESOS (PHP215,000,000.00)

4. TERMS.

4.1. DOWN PAYMENT.

TWENTY FIVE PERCENT (25%) of the total purchase

price or FIFTY THREE MILLION SEVEN HUNDRED
FIFTY THOUSAND PESOS (53,750,000.00) shall be paid
upon signing of this Agreement which amount should be
used for the following expenses:

a) Cancel the Adverse Claim, by paying the claimant,

Robert King, Five million Pesos (PhP5,000,000.00) at
the Registry of Deeds of Tagaytay after his
submission of his Verified Petition to Cancel Adverse
Claim;

b) Pay all Pledges and retrieve all the other Three (3)
TCTs of the property;

c) Fix the Right of Way near the Rotonda, by delivering

the title and possession to Illuminada Santos’ Property
measuring Two Thousand Eight Hundred Square
Meters (2,800 SQM);

d) Pay all outstanding Real Property Taxes;

e) Clear the property of all informal settlers occupying

portions of the property.

4.2. Requirements before paying down payment.

6
Annex “F”. Copy of TCT No. 076-2017010748 under the name of Illuminada T. Santos.
7
Annex “G”. Copy of TCT No. 076-2017010747 under the name of Illuminada T. Santos.
 4

a) Set-up a meeting with the Board of Directors of

Andamiro Corporation in their business address to
verify and confirm the Board’s conformity to the sale of
the corporation;

b) Submission of Certified True Copy of the SEC Articles

of Incorporation and all corporate filings such as GIS,
FS and other pertinent documents submitted by the
corporation from the time of registration up to the
present;

c) Submission of the original Deed of Assignment showing

how the shares of the corporation have been
transferred to the current Board of Directors namely:
Magno Q. Raquiño; Clarita M. Reyes; Kyung Soo Lee;
Suk Ju Kim; and Jesus Faeldin Farillon;

d) Submission of the cancellation of the GIS submitted on

June 26, 2019 showing a new set of Board of Directors,
which was submitted without the corresponding sale
and transfer of any shares of stock of the corporation;

e) Confirm with Korean Pledgee, Kyung Soo Lee and Suk

Ju Kim, the surrender of Two (2) TCTs upon payment of
Fifteen Million Pesos (PhP15,000,000.00) plus agreed
interest;

f) Confirm surrender of one (1) TCT in the possession of a

Pledgee upon payment of Two Million Pesos
(PhP2,000,000.00) plus agreed interest.

4.3. Documents to be submitted upon signing of this

Agreement and payment of 25% down payment.

a) Original Owner’s Duplicate Copy of Transfer Certificate

of Title No. 2017009984 covering an area of 22,888
square meters;

b) Original Cadastral Map covering the property;

c) Original Lot Plan and Topographic Survey;

d) Board Resolution and Secretary’s Certificate authorizing

the sale of the corporation and the above-mentioned
Tagaytay Property to Galaxy Vista Development
Corporation;

e) Board Resolution and Secretary’s Certificate authorizing

 5

Magno Q. Raquiño as the authorized representative and

signatory of the corporation in all transactions with
Galaxy Vista Development Corporation;

f) Photocopy of valid IDs of all members of the Board of

Directors of Andamiro Corporation;

g) Certified True Copy of Andamiro Corporation’s SEC

Registration and Articles of Incorporation, as well as all
corporate filings/submission made from the time of
registration up to present;

h) Original Deeds of Assignment showing how the shares

of the corporation have been transferred to the current
Board of Directors namely: Magno Q. Raquiño; Clarita
M. Reyes; Kyung Soo Lee; Suk Ju Kim; and Jesus
Faeldin Farillon;

i) Original documents of cancellation of the GIS submitted

on June 26, 2019 showing a new set of Board of
Directors, which was submitted without the
corresponding sale and transfer of any shares of stock
of the corporation;

j) Certified True Copy of TCT Nos. 076-2017010748

measuring One Thousand Five Hundred Square Meters
(1,500SQM) and TCT Nos. 2017010747 measuring One
Thousand Three Hundred Square Meters (1,300SQM)
or a total of Two Thousand Eight Hundred Square
Meters (2,800 SQM), both registered under the name of
Illuminada T. Santos;

k) Written conformity of Illuminada T. Santos that she will

surrender title and possession of her said property upon
payment of agreed price with a photocopy of her valid
ID;

l) Written conformity of all informal settlers in the

Andamiro and Santos’ Property that they will vacate the
premises upon payment to them of the agreed price,
with a photocopy of their valid IDs.

4.4. The remaining balance of ONE HUNDRED SIXTY ONE

MILLION TWO HUNDRED FIFTY THOUSAND PESOS
(PHP161,250,000.00), shall be released upon:

4.4.1. Completion of the abovementioned requirements as

stated in Art. 4.2 and 4.3 hereof;
 6

4.4.2. Execution of Deed of Absolute Sale for:

a) All the shares of stock of Andamiro Corporation;
b) The Andamiro Property;
c) Illuminada Santos’ Property.

4.4.3. Surrender of:

a) All Owner’s Duplicate Copy of the Transfer
Certificates of Title for both Andamiro Property and
Illuminada Santos’ Property;
b) Stocks Certificate of Andamiro Corporation if
applicable;
c) All corporate books and records of Andamiro
Corporation.

4.4.4. Turnover of possession of the Andamiro property, and

Illuminada Santos’ property, free from any liens and
informal settlers.

5. EXPENSES.

5.1. The Purchase Price shall cover the following expenses:

5.1.1. ANDAMIRO. The purchase of Andamiro Corporation

and Andamiro Property as mentioned above;

5.1.2. RIGHT OF WAY. Any expenses that need to be

incurred to ensure that the property has right of way
shall be for the account of the SELLER. This includes
buying the property of Illuminada Aquino whose
2,800sqm property shall provide the right of way to the
road nearest to Rotonda.

5.1.3. EVICTION OF INFORMAL SETTLERS/ILLEGAL

CLAIMANTS. All costs and expenses needed to totally
evict all informal settlers if any, or to settle any unlawful
claimants whether occupying a portion of the property or
not, shall be for the account of the SELLER.

5.2. BACK TAXES AND TRANSFER FEES.

5.2.1. Considering the selling price, the SELLER shall be

responsible only for unpaid real estate taxes;

5.2.2. The BUYER shall shoulder all the applicable taxes

for the transfer of ownership as well as professional
fees, to wit:

(i) Capital Gains Tax on the Transfer of Shares of

Stock of Andamiro Corporation;
 7

(ii) Documentary Stamp Tax on the Transfer of

Shares of Stock of Andamiro Corporation;
(iii) Capital Gains Tax on the Sale of and Transfer of
the TCTs of the Illuminada Santos’ Property;
(iv) Documentary Stamp Tax on the Sale of and
Transfer of the Illuminada Santos’ Property;
(v) Transfer Taxes on the Illuminada Santos’ Property
(vi) Notarial Fees;
(vii) Legal Fees;
(viii) Five Percent (5%) Commission of Real Estate
Brokers in the amount of Ten Million Seven
Hundred Fifty Thousand Pesos
(PHP10,750,000.00).

6. WARRANTIES

6.1. The SELLER has the absolute right to sell all property
subject of this Agreement being the registered owner
who has superior title over any other claimants;

6.2. The BUYER thereby acquires and enjoys the legal and
peaceful possession of the property, or the warranty in
case of eviction: and

6.3. Other from what has been disclosed herein, the property is
free from (a) any hidden faults or defects, or (b) any
charge, lien or encumbrance not declared or known to
the buyer, or the warranty against hidden defects or
encumbrances.

7. VENUE. Any dispute between herein parties arising out of the

implementation of this Agreement to Sell & Purchase, or any
breach of the terms herein, shall be brought before the Courts
of Tagaytay City.

8. NON-CIRCUMVENTION CLAUSE

The PARTIES herein hereby irrevocably agrees and

warrants that it and its Affiliates shall not, directly or indirectly,
interfere with, circumvent, attempt to circumvent, avoid or
bypass any Party from any Transactions between the Parties’
contacts, or obviate or interfere with the relationship of any
Party and its contacts for the purpose of gaining any benefit,
whether such benefit is monetary or otherwise. The Parties also
undertake not to make use of any third party to circumvent this
paragraph.”

The PARTIES hereby legally and irrevocably bind

themselves and guarantee to each other that they shall not
 8

directly or indirectly contact or communicate with, or submit a

request for a product or service to, any contact, entity, or
institution introduced by a Disclosing Party to a Receiving Party
without the prior case-by-case written approval of the
Disclosing Party authorizing such contact or communication.”

In specific Transactions where one of the Parties allows

two or more other Parties to communicate directly with one
another, the Party allowing this direct communication shall be
informed by the other Parties of the development of the
Transactions by receiving copies of each and every
correspondence, as well as updates of verbal communications
made between the other Parties.

This Agreement shall be binding upon all Affiliates and

other related entities of a Party and upon the principals,
employees, assignees, heirs, and/or successors-in-interest of
each Party, and none of the Parties shall have the right to
assign this Agreement without the express written consent of
the other Parties.

9. CONFIDENTIALITY

Except to the extent that any of the following is available in

the public domain (other than by reason of an act of either party
in violation of this Agreement), each party shall keep the terms
of this Agreement and the transactions contemplated hereby,
projects, records, documents, trade manuals, and technical
information strictly confidential, provided that it may disclose
this Agreement and the transactions hereby contemplated if
required to do so:

9.1. For the purpose of legal proceedings, administrative or

regulatory requirements or as otherwise required by law;

9.2. To effect any registration, filings or recording required by or

pursuant to this Agreement; or

9.3. For the purpose of disclosure to its auditors or to its legal

or other professional advisers.

This provision shall be extended but not limited to any

person, juridical or natural, including employees of both parties
who hereinafter will be directly or indirectly connected with the
venture.

IN WITNESS WHEREOF, the parties have caused these presents

to be signed on December_______, 2019 at ____________ City.
 9

ANDAMIRO CORPORATION GALAXY VISTA DEVELOPMENT CORP.

Seller Buyer
T.I.N.____________ T.I.N._________________
Represented by: Represented by:

_______________________ ______________________
MAGNO P. RAQUIÑO ANTONIO CERAVOLO
Seller Director

WITNESSES:

_______________________ _______________________

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in ____________ City, this ___, 2019,
personally came and appeared:

Name Valid Government Identification Validity

Magno P. Raquiño Driver’s License N02-98-362893 2023/08/03

Antonio Ceravolo

known to me and to me known to be the same persons who executed the foregoing
Agreement to Sell & Purchase and they acknowledged to me that the same is their
free and voluntary act and deed, and that of the corporation that they represent.

This instrument consisting of NINE (9) pages including this page where the
acknowledgment is written has been signed by the parties and witnesses on each
and every page thereof and relates to a “AGREEMENT TO SELL & PURCHASE”
involving Four (4) Parcels of land located at Barangay Maitim, Tagaytay City,
covered by TRANSFER CERTIFICATES OF TITLE NOS. TCT No. 076-
2017009981, TCT No. 076-2017009982, TCT No. 076-2017009983, TCT No. 076-
2017009984 registered under Andamiro Corporation; TCT Nos. 076-2017010749
and TCT Nos. 2017010747 both registered under the name of Illuminada T. Santos,
all of the Registry of Deeds of Tagaytay City

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

Notary Public

Doc. No. ______;

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