DEED OF ABSOLUTE SALE

Transfer Certificate of Title No. OCT 5812 (Free Patent No. 006589) Lot No. 867.

KNOW ALL MEN BY THESE PRESENTS:

This Agreement is entered and executed on this date ________________, by and between:

The SELLERS: The surviving heirs of CIRILIO MENDOZA, namely;

ALEJANDRA MENDOZA married; ANASTACIO MENDOZA married;
NATIVIDAD MENDOZA, married; BERNARDO MENDOZA, married; Heirs of
SIMPLICIO MENDOZA, namely: EDITHA CABALCUNGAN, widow; SHERWIN
MENDOZA, single; SHIRLEE ANN MENDOZA, single; CHRISTIAN PAUL
MENDOZA, single, SHIRLYN MENDOZA, single; Heirs of CARMELITA
MENDOZA and NICASIO JOAQUIN, namely: ESTELITA JOAQUIN, married;
DANILO JOAQUIN, married; MELQUADEZ JOAQUIN, married; MARLYN
JOAQUIN, married; and Heirs of LEONISIA MENDOZA and PEDRO DEL
ROSARIO, namely; FLORENCIA DEL ROSARIO, single; FLORITA DEL
ROSARIO, single; MANOLITO DEL ROSARIO, married; MIRASOL DEL
ROSARIO, single; ROLANDO DEL ROSARIO, married; SYLVIA DEL ROSARIO,
single; all of legal age, Filipino citizen represented in this act by DOMINGA
MENDOZA, also of legal age and a resident of 044 Partida, Pulong Buhangin,
Sta. Maria, Bulacan.
- and -

The BUYER: WANDA PRIME PROPERTY DEV’T INC., a domestic corporation

duly organized and existing under Philippine laws, with principal office address at
35TH Floor One Corporate Center, Doña Julia Vargas corner Meralco Avenue,
Ortigas Center, Pasig City, represented in this act by ELVIRA A. TING.

RECITALS

(A) The SELLERS represents itself to be the actual and beneficial owner and possessor of
certain parcels of land (the Properties) situated in Pulong, Buhangin, Sta. Maria, Bulacan,
covered by Transfer Certificate of Title No. OCT 5812 (Free Patent No. 006589), Lot No. 867
containing an area of Sixteen Thousand Eighty- Three ( 16,083) Square Meters, more or
less. A copy of the title hereto attached as ANNEX-A;

(B) The SELLERS has offered to sell the property to the BUYER;

(C) The SELLERS represents and warrants that: (i) it has a valid, legal and indefeasible title to, and
thus, has a perfect and absolute right to transfer, sell and convey the PROPERTY to BUYER; (ii) it
has actual and material possession of the PROPERTY and that there are no other parties in
possession of any of its portion; (iii) the signaturee has full and proper authority to enter and
execute this Agreement – as an owner-seller or by agency, and further secures for its sole account
any liability, civil or criminal, that may arise by reason of misrepresentation, forgery and falsified
documents; (iv) title covering the PROPERTY is not subject to any prior conveyance,
encumbrance, or contract that may prevent full delivery, possession, and transfer of ownership to
the BUYER in the event that a final sale is concluded; (v) The PROPERTY is not the subject of, nor
is involved in, any pending or threatened litigation/case brought before a court or an administrative
body which, if adversely determined, may result in the impairment of BUYER’s right, title and
interest in and to the same; (vi) It shall, at its exclusive cost, save and defend BUYER from any and
all claims that may be filed by third parties, in respect of its title, right and/or interest to the
PROPERTY, and solely assume any judgment, costs, expenses and attorney’s fees that may be
awarded to said third parties vis-à-vis said claim. In the event that any adverse claim is filed vis-à-
vis the PROPERTY (including but not limited to claims of overlapping titles, claims of ownership, or
claims for any attachment or levy upon the PROPERTY), BUYER shall, at its sole option, has the
right to retain whatever amounts are still due and payable to SELLERS under this Agreement, and
shall release said amounts only after such time that SELLERS is able to satisfactorily settle any
and all such adverse claims; (vii) during the existence of this agreement, the PROPERTY shall not
be made the subject of any agreement, conveyance or encumbrance in favor of a third party that
will affect the eventual possession and transfer of their full ownership to the BUYER;
 DEED OF ABSOLUTE SALE
Transfer Certificate of Title No. OCT 5812 (Free Patent No. 006589) Lot No. 867.

As of the TURN-OVER DATE, the PROPERTY shall be free from any and all
tenants/lessees/occupants/squatters/intruders and/or structures/improvements/machineries/
debris/trees/liens/encumbrances – which are not part of the subject of this sale , and shall be ready
and available for physical possession by BUYER; Otherwise, SELLERS shall, at its exclusive
expense, be responsible for the immediate ejectment of said
tenants/lessees/occupants/squatters/intruders and removal of
structures/improvements/machineries/debris/trees/liens/encumbrances on the PROPERTY prior to
turning over the physical possession thereof to BUYER, as a condition precedent for BUYER's full
payment of the PURCHASE PRICE to SELLERS. It is hereby understood that any compensation
due to tenants/lessees/occupants/squatters/intruders as a result of their ejectment from the
PROPERTY shall be for SELLER’s exclusive account.

(D) On the basis of the foregoing representations and warranties, the BUYER agrees to buy the
property from the SELLERS.

NOW, THEREFORE, for and in consideration of the foregoing, and of the sum of FOUR MILLION
EIGHT HUNDRED TWENTY FOUR THOUSAND NINE HUNDRED PESOS (PHP4,824,900.00)
Philippine Currency, receipt of which is hereby acknowledged to the full satisfaction of the
SELLER, the SELLER by way of ABSOLUTE SALE, hereby SELLS, TRANSFERS and CONVEYS
unto the BUYER, its assignee or successors-in-interest, the subject property, and all improvements
that may be found thereat, free from all liens and encumbrances.

1. DELIVERY OF DOCUMENTS REQUIRED FOR REGISTRATION. Upon execution of this

Deed, SELLER shall deliver to BUYER any and all documents necessary for the
registration of the title to the PROPERTY in the name of BUYER, or otherwise required by
BUYER, including but not limited to the following:

a. Original Owner’s Duplicate of title of the Property;

b. Original and latest Real Property Tax Declaration of the Property;
c. Original or certified true copy of updated Real Property Tax payment, and Tax
Clearance for the Property;
d. Original location plan of the Property, dully certified by the Bureau of Lands, or its
Approved Survey Plan;
e. Original copy of the Special Power of Attorney, if the signaturee is an agent of the
registered owner(s);
f. Original proof of final and full settlement of tenant(s) or actual tiller(s) dully
acknowledged before an official authorized to administer oath, if applicable;
g. Original Certificate of No Improvement from Municipal\City Assessor where the
Property is registered;

2. TAXES AND EXPENSES. Documentary stamps tax, registration fee, transfer fee, and
such other taxes, and fees, relative to the conveyance of the title of the property from the
SELLERS to the BUYER shall be for the account of the BUYER. However, capital gains
tax, broker’s commission, estate tax, if any, and real property tax prior to the execution of
Absolute Sale shall be for the account of the SELLERS;

3. SETTLEMENT OF TENANTS. The SELLERS shall be accountable solely for the

settlement of tenants, if the property is tenanted, and the removal of informal settlers and
tillers, if there are.
 DEED OF ABSOLUTE SALE
Transfer Certificate of Title No. OCT 5812 (Free Patent No. 006589) Lot No. 867.

The SELLER:

Representing the surviving heirs of CIRILIO MENDOZA:

DOMINGA MENDOZA
Attorney-in-fact/ Co-heir

The BUYER:

WANDA PRIME PROPERTY DEV’T INC

BY:

ELVIRA A. TING
Authorized Representative

SIGNED IN THE PRESENCE OF:

_________________________ _________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

CITY OF PASIG ) S.S.

BEFORE ME, A Notary Public for and in Pasig City, on this date _______________, personally
appeared the following:

Name: Government Issued ID

DOMINGA MENDOZA OSCA ID NO. 19477, Sta. Maia, Bulacan
ELVIRA A. TING SSS No. 03-5412830-8

known to me and to me known to be the same persons who executed the foregoing Deed of Absolute Sale
for Transfer Certificate of Title No. OCT 5812 (Free Patent No. 006589) Lot No. 867, composed of three
(03) pages, including this page, and acknowledged to me that the same is their free and voluntary act and
deed and that of the corporation represented.

WITNESS MY HAND AND SEAL on the date and place first hereinabove written.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of _____.