DEED OF CONDITIONAL SALE

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and entered into by and between:

MIKE B. AUSTRIA, of legal age, Filipino, widower and a

resident of Lahug Apas City, Cebu, Philippines;

STEVE B. AUSTRIA, of legal age, Filipino, single and a

resident of Barangay Busay, Cebu City, Philippines;

MARLON B. AUSTRIA, of legal age, Filipino, single and a

resident of Barangay Busay, Cebu City, Philippines;

PIA B. AUSTRIA, of legal age, Filipino, single and a resident of

Barangay Busay, Cebu City, Philippines;

MAXINE B. AUSTRIA, of legal age, Filipino, single and a

resident of Barangay Busay, Cebu City, Philippines; and

IRIS A. GABISON, of legal age, Filipino, married to Fortunato

Gabison and resident of Talisay City, Cebu, Philippines represented
herein by their duly appointed Attorney-in-fact, KRISTINE
BANGHAL, of legal age, Filipino, single, and a resident of Brgy.
Sambag II Urgello St. Cebu City, Cebu, Philippines, per Special
Power of Attorney dated 25 August 2015 registered as Doc No. 5;
Page No. 12; Book No. 6; series of 2015 of the Notarial Register of
Notary Public JULIE ANN MAE PAJO and hereinafter referred to as
PARTY OF THE FIRST PART;

- and -
 KATHRYN ALCALA, of legal age, Filipino, single, and a
resident of 235 Pelaze Street Cebu City, Cebu, Philippines,
hereinafter referred to as PARTY OF THE SECOND PART;

WITNESSETH:

WHEREAS, PARTIES OF THE FIRST PART, are co-owners

and possessors of a parcel of land, covered by Transfer Certificate of
Title No. 123456, situated in Brgy. Busay Cebu City, Cebu,
Philippines, more particularly described as follows:

Beginning at a point marked 1 of Lot 3, Sgs-3140,

thence. S.1-13E.,82.00m. point of
beginning; containing an area of TEN THOUSAND AND FIFTY TWO
(10,052) SQUARE METERS.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

The whole area consisting of NINETEEN THOUSAND AND

TWENTY-TWO SQUARE METERS (19,022 square meters)

WHEREAS, FOR AND IN CONSIDERATION of the total sum of

FOURTEEN MILLION PESOS (P14,000,000.00), Philippine
Currency, to be paid as hereinafter provided, the PARTIES OF THE
FIRST PART hereby agree to sell unto the PARTIES OF THE
SECOND PART, the entire above-described property, consisting of
NINETEEN THOUSAND AND TWENTY-TWO (19,022) square
meters, more or less;

WHEREAS, herein PARTIES OF THE SECOND PART hereby

agree to purchase the said property at said consideration of
FOURTEEN MILLION PESOS (P14,000,000.00), Philippine
Currency, and to pay the same as follows:
 a) Upon the execution of this Agreement, the sum of
TWO MILLION PESOS (P2,000,000.00), Philippine Currency be paid
as downpayment;

b) The balance in the amount of TWELVE MILLION PESOS

(P12,000,000.00), Philippine Currency shall be payable by the
PARTIES OF THE SECOND PART within a period of six (6) months
from execution hereof;

c) That upon receipt of full payment of the agreed price, the

PARTIES OF THE FIRST PART, shall execute the appropriate
Deed of Absolute Sale in favor of the PARTIES OF THE SECOND
PART and shall surrender all documents pertinent to the transfer of
ownership over the above described parcel of land;

d) That while this Contract is still in effect, the PARTIES OF

THE FIRST PART cannot sell the portion sought to be sold to third
persons.

WHEREAS, this Agreement shall be valid and binding not only

on the parties herein but also on their heirs, agents, representatives,
successors and assigns.

IN WITNESS WHEREOF, the parties have hereunto affixed

their signatures this 25th day of August 2015 at Cebu City, Cebu,
Philippines.

MIKE B. AUSTRIA STEVE B. AUSTRIA

CTC No. 12345678 CTC No. 12345678
Issued on February 5, 2015 Issued on March 3, 2015
At Cebu City, Cebu At Cebu City, Cebu
(Party of the First Part) (Party of the First Part)
MARLON B. AUSTRIA PIA B. AUSTRIA
CTC No. 11345677 CTC No. 11345678
Issued on March 10, 2015 Issued on March 10, 2015
At Cebu City, Cebu At Cebu City, Cebu
(Party of the First Part) (Party of the First Part)

MAXINE B. AUSTRIA IRIS A. GABISON

CTC No. 11545618 CTC No. 34768256
Issued on April 1, 2015 Issued on April 5, 2015
At Cebu City, Cebu At Talisay City, Cebu
(Party of the First Part) (Party of the First Part)

Represented by:

KRISTINE BANGHAL

KATHRYN ALCALA
CTC No. 09876543
Issued on February 5, 2015
At Cebu City, Cebu
(Party of the Second Part)

SIGNED IN THE PRESENCE OF:

1. ____________________ 2. ____________________
 ACKNOWLEDGEMENT

Republic of the Philippines)

City of Cebu . . . . . . . . . . . . .) S.S.

BEFORE ME, this 25th day of August 2015 at Cebu City, a

Notary Public for and in the City of Cebu, personally appeared the
above-named partieswho have established their identity through the
presentation of competent identification documents as indicated
above, below their respective names, known to me to be the same
persons who executed the foregoing instrument and who have
acknowledged to me that the execution of the same is by virtue of
their free will and volition.

This Memorandum of Agreement executed by THE HEIRS OF

FELIX B. AUSTRIA namely: MIKE B. AUSTRIA, STEVE B.
AUSTRIA, MARLON B. AUSTRIA, PIA B. AUSTRIA, MAXINE B.
AUSTRIA, and IRIS A. GABISON and KATHRYN ALCALA consists
of five (5) pages including this page where the acknowledgement is
written, signed by the parties and their instrumental witnesses in all
pages.

Witness my hand and notarial seal this 25th day of August 2015
at Cebu City.

Doc. No._____; ATTY. JULIE ANN MAE PAJO

Page No._____; Roll of Attorney's No. 44508
Book No._____; PTR # 10345587 / 1-8-15, Cebu
Series of 2015. IBP # 1002832 / 1-8-15, Cebu
MCLE Compliance No. V-0015127 - 1/30/15