Unit No. Building Floor Level Phase Floor Area DEED OF CONDITIONAL SALE KNOW ALL MEN BY THESE PRESENTS: This DEED, made and entered into this _______________ at Makati City, by: FILIPINIANA TAGAYTAY PROPERTIES, INC., a domestic corporation duly organized and existing by virtue of Philippine laws with principal offices, business and postal address at the RGV Building, 5470 Pres. Osmena Sr. Highway, Makati City, represented herein by its President, JOSEPH ARNOLD P. VALENCIA, hereinafter referred to as the “VENDOR”: IN FAVOR OF: Complete Name Civil Status If Married, Complete Name of Spouse: Citizenship Complete Residence Address: of legal age, hereinafter referred to as the VENDEE; W I T N E S S E T H: THAT: WHEREAS, the VENDOR is in the process of developing that certain parcel of land containing an area of approximately TWENTY (20) HECTARES situated along the Tagaytay National Highway at Kilometer 69, Municipality of Laurel, Province of Batangas, presently covered by Transfer Certificate of Title No. T-59647 registered under the name of RODOLFO G. VALENCIA issued by the Registry of Deeds for the Nasugbu Branch, Province of Batangas into a world-class leisure vacation resort development project now known as the “FILIPINIANA TAGAYTAY VACATION RESORT AND NATURE THEME PARK” (the “PROJECT”, for brevity): WHEREAS, the VENDOR and the herein-named registered owner of the property are likewise in the process of lawfully registering and transferring the ownership and title to the above-mentioned property in the name of the VENDOR in accordance with the Property Registration Decree, as amended; WHEREAS, the sixty (60%) percent of the entire project area will be devoted to theme park development, forests and eco-parks while only the remaining forty (40%) percent will be earmarked for the construction of vertical structures such as the country club, condominium and park buildings, a towncenter, Filipiniana hall and food mall, a multi-faith chapel, and family villas, among others; WHEREAS, Phase One of the PROJECT calls for the construction of five (5) residential condominium buildings, each of seven-storey in height; WHEREAS, the resulting condominium units will be open for to the general public which will be given the free hand and choice either to purchase a unit, several units thereat or any of the buildings and its constituent units which will all be brought within the provisions of Republic Act 4726, otherwise known as the “Condominium Act of the Philippines”, as amended and Presidential Decree 957, as amended and relative laws on condominiums; 2 WHEREAS, the Condominium Project will have to be established in accordance with Republic Act No. 4726 by virtue of the Master Deed with Declaration of Restrictions (the “Master Deed”) to be registered with the Registry of Deeds for the Nasugbu Branch, Province of Batangas and to be annotated on Transfer Certificate of Title No. T-59547 of the same Registry of Deeds; WHEREAS, Filipiniana Tagaytay Condominium Corporation (hereinafter the “Condominium Corporation”) shall likewise be duly organized in accordance with law for the purpose of holding title to all the common areas of the Condominium Project, including title to the land, and is charged with the function of managing and administering the Condominium Project; WHEREAS, the VENDOR warrants that it has the authority to sell, transfer and convey the condominium units in the Project under a Deed of Conditional Sale; WHEREAS, the VENDOR has agreed to conditionally sell and the VENDEE has agreed to buy a residential unit, inclusive of the appurtenant rights and interests in and to the Condominium Corporation; NOW, THEREFORE, for and in consideration of the foregoing premises and more particularly the sum of PHILIPPINE PESOS: In words: In Figures: net of discount, receipt of which in full is hereby acknowledged to the entire satisfaction of the herein VENDOR, and which sum of money represents the equivalent value of UNITED STATES DOLLARS In words: In Figures: at conversion rate of PhP _________ to US $1.00, the VENDOR hereby conditionally sell, cede, transfer and convey, and by these presents, have conditionally SOLD, CEDED, TRANSFERRED and CONVEYED unto the herein VENDEE, his/her heirs, assigns and nominees a residential condominium unit herein-below denominated as follows: Unit No. Building Floor Level Phase No. Floor Area* • the unit floor area includes the share in the common area of the building which is approximately three (3) square meters. inclusive of the appurtenant rights and interests in and to the Condominium Corporation to be duly established and organized, as well as any and all rights and participations appertaining to the Unit under the Master Deed or its subsequent amendment, the Articles of Incorporation and By-Laws of the Condominium Corporation, and other pertinent documents. 1. DELIVERY OF THE UNIT. The VENDOR hereby endeavors to complete the construction of the “Baguio Building” and eventually deliver to the VENDEE the condominium unit herein sold, ceded, and conveyed within TWENTY-FOUR (24) MONTHS from date hereof. In the event of delay due to force majeure or any fortuitous event, the VENDOR shall be entitled to such additional period of time sufficient to enable the VENDOR to complete the construction of the building and deliver of the condominium unit. If, however the completion is accelerated resulting in an earlier completion date, the event shall be made known to the VENDEE to accept delivery of the subject units. 3 2. REFUND. Where the delay of the completion of the building and delivery of the condominium unit result from other causes not covered in the immediately preceding Section hereof, the VENDEE may exercise its right to demand for the refund of the sum of money representing the consideration of sale as stipulated in this Deed. The VENDOR hereby commits and binds himself to immediately cause the delivery to the VENDEE of the refundable amount. 3. TITLE TO THE UNIT. The Condominium Certificate of Title covering the unit to be delivered by the VENDOR to the VENDEE free from all liens and encumbrances, except the terms and conditions, liens and restrictions as are annotated on the Transfer Certificate of Title No. T-59647, or such as are imposed by Republic Act No. 4726, in the Master Deed and any of its subsequent amendment, the Articles of Incorporation and By-Laws of the Condominium Corporation, the zoning regulations and other restrictions issued or to be issued by governmental or other authorities having jurisdiction thereon. 4. DEED OF ABSOLUTE SALE. Notwithstanding the full payment of the total purchase price for the subject Unit, the VENDOR shall only execute the final Deed of Absolute Sale in favor of the VENDEE upon completion of the subject unit and the availability of its corresponding condominium certificate of title. 5. EXPENSES IN SALE REGISTRATION AND TITLE TRANSFER. Except for the creditable withholding tax to be paid by the VENDOR, all other taxes, fees, registration fees, including legal and notarial fees for the execution and registration of the enabling sale documents, transfer of title and issuance of the tax declaration covering subject unit shall be for the paid for by the VENDEE. 6. PLANS AND SPECIFICATIONS. Plans and specifications for the project may be subject to change, alteration or amendment for aesthetic or for marketing considerations and/or to comply with the orders of authorities having jurisdiction over the project provided that the location and area of the units purchased are not affected. 7. GOVERNING DOCUMENTS. This sale is expressly subject to the terms, conditions and restrictions to be embodied in the Master Deed, the Articles of Incorporation and the By-Laws of the Condominium Corporation and the House Rules and Regulations of the Condominium Corporation and its subsequent amendments or supplements. 8. WARRANTIES. (a) VENDOR hereby warrants and shall defend its title to the condominium unit herein conditionally sold, transferred and conveyed in favor of VENDEE, his/her heirs, assigns and nominees, against all claims of all persons or entities. (b) Further, VENDOR warrants that the execution, delivery and performance of this sale transaction have been duly authorized by all necessary corporate action of the VENDOR; that neither the execution and delivery of the sale agreement nor the consummation of the transaction violate any material agreement, indenture, or instrument to which the VENDOR is a party or any provision of the VENDOR’s certificate of incorporation or by-laws, or any law, regulation, license, judgment, court order or decree to which the VENDOR is subject (c) Finally, VENDOR hereby undertakes to execute any additional documents, instruments and papers to complete the registration of this sale and the transfer of the title in the name of VENDEE in accordance with the Condominium Act, its implementing Rules and Regulations, and the provisions of the Land Registration Act, as amended. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the date and at the place first above-written. 4 FILIPINIANA TAGAYTAY PROPERTIES INC. (FTPI) (Vendor) by: JOSEPH ARNOLD P. VALENCIA President (Vendee) TIN: __________________ Marital Consent of Vendee’s Spouse: ________________________ Signature Over Printed Name SIGNED IN THE PRESENCE OF: Signature Over Printed Name Signature Over Printed Name Complete Residence Address: Complete Residence Address: ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) MAKATI CITY ) S.S., BEFORE ME, a Notary Public for and in Makati City, this _______________, personally appeared: Comm. Tax Cert Name Passport No. Date Issued Place Issued Filipiniana Tagaytay Properties, Inc. Joseph Arnold P. Valencia known to me and to me known to be the same persons who executed the foregoing instrument and they acknowledged to me that the same is his free and voluntary act and deed as well as that of the principal he represents. The foregoing instrument, consisting of FOUR (4) PAGES, including the page whereon this Acknowledgment is written, refers to a Deed of Conditional Sale of a Condominium Unit forming an integral part of Filipiniana Tagaytay Project located along the National Highway at Km. 69, Municipality of Laurel, Province of Batangas, and has been signed by them and their instrumental witnesses at each and every page hereof. WITNESS MY HAND AND SEAL on the date and at the place first above-written. Doc. No.___________; Page No. __________; Book No. __________; Series of 2006.