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 domesticcorporation duly

organized and existing by virtue of Philippine laws withprincipal offices, business and postal
address at the RGV Building, 5470Pres. Osmena Sr. Highway, Makati City, represented herein
by itsPresident,LORNA MARIZ E. SABUSAP, hereinafter referred to asthe “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 ofland
containing an area of approximately TWENTY (20) HECTARES situated along theTagaytay
National Highway at Kilometer 69, Municipality of Laurel, Province ofBatangas, presently
covered by Transfer Certificate of Title No. T-59647registeredunder the name of RODOLFO
G. VALENCIA issued by the Registry of Deeds for theNasugbu Branch, Province of Batangas
into a world-class leisure vacation resortdevelopment 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 theproperty are

likewise in the process of lawfully registering and transferring the ownershipand title to the
above-mentioned property in the name of the VENDOR in accordancewith the Property
Registration Decree, as amended;

WHEREAS, the sixty (60%) percent of the entire project area will be devoted totheme
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 countryclub, condominium and
park buildings, a towncenter, Filipiniana hall and food mall, amulti-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 generalpublic
which will be given the free hand and choice either to purchase a unit, severalunits thereat or any
of the buildings and its constituent units which will all be broughtwithin the provisions of
Republic Act 4726, otherwise known as the “Condominium Act ofthe Philippines”, as amended
and Presidential Decree 957, as amended and relativelaws on condominiums;

WHEREAS, the Condominium Project will have to be established in accordancewith

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 ofthe same Registry
of Deeds;
WHEREAS,Filipiniana Tagaytay Condominium Corporation (hereinafter
the“Condominium Corporation”) shall likewise be duly organized in accordance with law forthe
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 andadministering the Condominium
Project;
WHEREAS,the VENDOR warrants that it has the authority to sell, transfer andconvey
the condominium units in the Project under a Deed of Conditional Sale;

WHEREAS,the VENDOR has agreed to conditionally sell and the VENDEE hasagreed
to buy a residential unit, inclusive of the appurtenant rights and interests in andto the
Condominium Corporation;

NOW, THEREFORE, for and in consideration of the foregoing premises andmore

particularly the sum of PHILIPPINE PESOS:

In words: In Figures:

net of discount, receipt of which in full is hereby acknowledged to the entire satisfactionof 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 conditionallysell, 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 asfollows:
Unit No. Building Floor Level Phase No. Floor Area

•the unit floor area includes the share in the common area of the building which isapproximately
three (3) square meters.
inclusive of the appurtenant rights and interests in and to the Condominium Corporationto be
duly established and organized, as well as any and all rights and participationsappertaining to the
Unit under the Master Deed or its subsequent amendment, theArticles of Incorporation and By-
Laws of the Condominium Corporation, and otherpertinent documents.

1.DELIVERY OF THE UNIT. The VENDOR hereby endeavors to completethe

construction of the “Baguio Building” and eventually deliver to the VENDEE thecondominium
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 fortuitousevent, the VENDOR shall be
entitled to such additional period of time sufficient to enablethe VENDOR to complete the
construction of the building and deliver of thecondominium unit. If, however the completion is
accelerated resulting in an earliercompletion date, the event shall be made known to the
VENDEE to accept delivery ofthe subject units.

2.REFUND.Where the delay of the completion of the building anddelivery of the

condominium unit result from other causes not covered in the immediatelypreceding Section
hereof, the VENDEE may exercise its right to demand for the refundof 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 tothe VENDEE of the refundable amount.

3.TITLE TO THE UNIT. The Condominium Certificate of Title covering theunit to be

delivered by the VENDOR to the VENDEE free from all liens andencumbrances, except the
terms and conditions, liens and restrictions as are annotatedon the Transfer Certificate of Title
No. T-59647, or such as are imposed by Republic ActNo. 4726, in the Master Deed and any of
its subsequent amendment, the Articles ofIncorporation and By-Laws of the Condominium
Corporation, the zoning regulations andother restrictions issued or to be issued by governmental
or other authorities having jurisdiction thereon.

4.DEED OF ABSOLUTE SALE.Notwithstanding the full payment of thetotal purchase

price for the subject Unit, the VENDOR shall only execute the final Deedof Absolute Sale in
favor of the VENDEE upon completion of the subject unit and theavailability of its
corresponding condominium certificate of title.

5.EXPENSES IN SALE REGISTRATION AND TITLE TRANSFER. Exceptfor 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 ofthe enabling sale documents,
transfer of title and issuance of the tax declarationcovering subject unit shall be for the paid for
by the VENDEE.

6.PLANS AND SPECIFICATIONS.

Plans and specifications for the projectmay be subject to change, alteration or amendment for
aesthetic or for marketingconsiderations and/or to comply with the orders of authorities having
jurisdiction over theproject 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 ofIncorporation and the By-
Laws of the Condominium Corporation and the House Rulesand Regulations of the
Condominium Corporation and its subsequent amendments orsupplements.

8.WARRANTIES. (a) VENDOR hereby warrants and shall defend its titleto the
condominium unit herein conditionally sold, transferred and conveyed in favor ofVENDEE,
his/her heirs, assigns and nominees, against all claims of all persons orentities.

(b) Further, VENDOR warrants that the execution, delivery andperformance of

this sale transaction have been duly authorized by all necessarycorporate action of the
VENDOR; that neither the execution and delivery of the saleagreement nor the
consummation of the transaction violate any material agreement,indenture, or instrument
to which the VENDOR is a party or any provision of theVENDOR’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 additionaldocuments,

instruments and papers to complete the registration of this sale and thetransfer of the title
in the name of VENDEE in accordance with the Condominium Act, itsimplementing
Rules and Regulations, and the provisions of the Land Registration Act, asamended.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands onthe date
and at the place first above-written.

FILIPINIANA TAGAYTAY
PROPERTIES INC. (FTPI)
(Vendor)

by:

LORNA MARIZ E. SABUSAP

President (Vendee)TIN: __________________

Marital Consent of Vendee’s Spouse:

_______________________
Signature Over Printed Name
 SIGNED IN THE PRESENCE OF:

Signature Over Printed Signature Over Printed

NameComplete Residence Address: NameComplete Residence Address:

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

MAKATI CITY ) S.S.,

BEFORE ME, a Notary Public for and in Makati City, this _______________,
personally appeared:

Name Comm. Tax Date Issued Place Issued

CertPassport No.
Filipiniana Tagaytay
Properties, Inc.
Lorna Mariz E. Sabusap

known to me and to me known to be the same persons who executed the foregoinginstrument
and they acknowledged to me that the same is his free and voluntary act anddeed as well as that
of the principal he represents.

The foregoing instrument, consisting of FOUR (4) PAGES, including the pagewhereon
this Acknowledgment is written, refers to a Deed of Conditional Sale of aCondominium Unit
forming an integral part of Filipiniana Tagaytay Project located alongthe National Highway at
Km. 69, Municipality of Laurel, Province of Batangas, and hasbeen 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.