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DEED OF DONATION | KNOW ALL MEN BY THESE PRESENTS: This Deed of Donation (the “Deed”) has been made and executed by: MEGAWORLD CORPORATION, a corporation duly organized and existing under the laws of the Republic of the Philippines, with office address at 28/F the World Centre, 330 Gil Puyat Ave., Makati City, Philippines, represented herein by its President, Mr. Andrew L. Tan (hereafter referred to herein as “DONOR”); In favor of DEPARTMENT OF TOURISM, a department created and existing under Republic Act 9593, with principal office address at Department of Tourism, T. F. Valencia Circle, T.M. Kalaw Street, Rizal Park, Manila represented herein by its Department Secretary, Mr. Ramon R. Jimenez, Jr.(hereafter referred to herein as “DON WITNESSETH: WHEREAS, upon representations made by Senator Franklin M. Drilon (“Senator Drilon”), the DONOR has agreed to assist in the development and promotion of tourism in the province of Iloilo, particularly in Region VI and the other Visayas provinces, by way of donating to the DONEE a Seventeen ‘Thousand Three Hundred Seventy-One (17,371) square meter portion of a parcel of land identified as Lot 6 of the Consolidation Subdivision Plan PCS-06-005277 located in Hoilo City (the “PROPERTY”); WHEREAS, Senator Drilon and DONEE have assured the DONOR that the PROPERTY shall be used exclusively as the site of the proposed Iloilo Convention Center and both further assure that funds will be made available to finance the construction and development of the planned Iloilo Convention Center; WHEREAS, the DONEE is grateful for the donation and has expressed willingness to accept the same with the commitment to utilize the PROPERTY for the purpose of constructing and developing a convention center thereat in furtherance of the mandate and objectives of the DONEE in accordance with Republic Act No. 9593, otherwise known as the “Tourism Act of 2009;” NOW, THEREFORE, the Parties hereby stipulate that: 1. The DONOR is the registered owner of a parcel of land identified as Lot 6 of the Consolidation Subdivision Plan PCS 06-005277 with an area of Twenty- Eight Thousand Six Hundred Twenty Seven (28,627) square meters more or less covered by Transfer Certificate of Title No. 095-2010001063 issued by the Registry of Deeds for the City of Hoilo (the “LAND”), a copy of which is hereto attached as Annex “A.” The PROPERTY forms part of the LAND and is more particularly described as follows: A PARCEL OF LAND (Lot 6-A, of the subd. plan, being a portion of the Lot 6, Pes-06-005277, (LRC Record No. _), situated in the Barangay of Mandurriao, Hoilo City, Province of Iloilo, Island of Panay. Bounded on the NW., & NE., along lines 1-2-3-4-5-6-7 by Road Lot 10; on the SE., along lines 7-8-9-10-11-12-13 by Road Lot 2; on the SW., along line 13-14 by Lot 6-B of the subdivision plan; on the NW., along lines 14-15-1 by Road Lot 1 ofthe subd. Survey, Boginning at a point marked “I* on plan being N. 11 deg, 45° E., 900.65 m. from BLLM No. 1, Agonoa Cadastre; N.49 deg. 54‘E., 3.00m.topt.2; N.78deg.S1°E, 3.00m.topt 3; 8.79 deg. 19'E., 154m. topt. 4; S, 71 deg. 57°, 141.63 m. topt. 5; 8.57 deg. 28°E., 3.00m.topt.6; S.28deg. 32°, 3.00m.topt. 7; $8.02 deg. 26‘ W., 340m. topt.8; S. 19 deg. 50‘ W., 12.08 m. topt. 9; S.22 deg. 18‘ W., 20.00 m, to pt. 10; $.25 deg. 22 W., 20.00 m. to pt. 11; S$. 28 deg, 27 W., 20.00 m.to pt. 12; S.29deg. 37° W., 43.02 m. tot. 135 1N. 62 deg. 48 * W., 163.84 m, to pt. 14;N. 30 deg. 37°E., 33.84 m.to pt. 155 N. 35 deg. 26° E., 59.17 m. to pt. of Beginning, Containing an area of SEVENTEEN THOUSAND THREE HUNDRED SEVENTY-ONE SQ. METERS (17,371) more or less. All points referred to are indicated on plan and marked on the ground by P.S. Cyl. Concrete Mons. 15 x 40 em. except point “2” by Old P.S. Cyl. Concrete Mons. 15 x 60 em., Bearings: True; and that subdivision 2 For and in consideration of DONOR’s liberality and desire to assist the DONEE in its efforts to develop and ‘spur tourism growth, the DONOR, by these presents, hereby transfers and conveys, by way of DONATION, unto the said DONEF, the PROPERTY, fie from all liens and encumbrances other than the Hilo Business Park Restrictions, as hereinafter defined, legal easements and restrictions provided for by law, applicable ordinance and government issuances, subject to the following terms and conditions: a. The PROPERTY shall be used for the sole purpose of the construction and development of the Iloilo Convention Center; b. This DONATION shall remain effective so long as the PROPERTY is used exclusively as the site of the Hoilo Convention Center, which will be utilized for the purpose of holding large-scale events, international fairs and conventions, congresses, expositions, and the like; c. It shall be the primary responsibility of the DONEE to ensure that the entity who will be awarded with the Operation and Management of the Ioilo Convention Center (hereinafter referred to as the “OPERATOR”), after compliance with the relevant government procurement laws and regulations, shall faithfully observe, follow, and conform with the use of the DONATION as set forth in paragraph “b” above, as well as the undertakings of the DONEE in this Deed, including without limitation, the obligations set forth in Section 3 hereof. Should the OPERATOR, through its fault or negligence, violate the terms of this Deed, the DONEE shall be allowed reasonable time to rectify, correct, cure or resolve the same upon receipt of notice from the DONOR of such violations. In such instance, the DONEE at its option, may either demand compliance, restoration or terminate the operation and management contract of the erring OPERATOR. Nothing in the foregoing shall preclude the DONE to claim damages from the OPERATOR arising therefrom. Should the DONEE refuse or fail to make the necessary remedies within a reasonable time after written notice from the DONOR that such violation is still continuing and has not been rectified, this DONATION shall be rescinded and the PROPERTY shall revert to the DONOR; This DONATION shall be effective upon the acceptance by the DONE. To ensure consistency and compatibility with the overall design and development of the surrounding areas, the DONEE shall use’ DONOR’s proposed conceptual design of the Iloilo Convention Center, in the terms of reference or technical specifications for the public bidding that will be conducted for the construction and development of the Iloilo Convention Center; and ‘The DONEE shall: () assist the DONOR in securing a ruling from the Bureau of Internal Revenue confirming that the donation contemplated in this Deed is exempt from Donor’s Tax (the “BIR Ruling”); (ji) secure the issuance of a favorable opinion from the office of the Solicitor General authorizing and/or ratifying the 3 execution of this Deed under the terms and conditions hereof if necessary or desirable. The DONEE shall respect and maintain the Philippine Economic Zone Authority (PEZA) accreditation of the DONOR for its Hoilo Business Park project, which includes the PROPERTY, without prejudice to exploring such other economic zone benefits and incentives extended by other government agencies. ‘The DONEE accepts this DONATION and in so accepting, binds itself to: Earmark, raise and/or appropriate, through the Tourism Infrastructure and Enterprise Zone Authority (TIEZA) and/or available government funding, and in accordance with applicable Philippine laws, Two Hundred Million Pesos (Php200,000,000.00) for the construction and development of the Iloilo Convention Center within two (2) years from the time this Deed takes effect, to be released and paid, as follows: (i) Philippine Pesos Fifty Million (PhpS0,000,000.00) upon execution of this Deed of Donation or within a reasonable time thereafter; and (ii) Philippine Pesos Fifty Million (Php50,000,000.00) every six months thereafter until fully paid. Undertake, or cause to undertake through another government agency, the construction and development of the Iloilo Convention Center, in accordance with the proposed conceptual design of the DONOR and applicable laws and regulations; Offer to the public, either directly or through another government agency at DONEE’s option, the Operation and Maintenance of the Ioilo Convention Center in accordance with government procurement laws and regulations; i Supervise and monitor, by itself or through a qualified operator, such activities and utilization of the Iloilo Convention Center and to ensure that its facilities are used exclusively to attract, promote, facilitate and service large scale events, intemational fairs and conventions, congresses, expositions and the like; Supervise, monitor, and endeavor, by itself or through another government agency, the completion of the construction and development of the Ioilo Convention Center on or before February 2015, which target date may be mutually adjusted by the parties to this Deed. The DONEE shall ensure that the required permits and clearances for the construction, development, occupation and use of the PROPERTY are secured; Defend, save and hold the DONOR, any parent company, subsidiary, associate, affiliate as well as their officers, directors, stockholders and employees free and harmless from or against any liability, claim or action arising from the use, administration, and management of the PROPERTY, as well as in the construction, development, use, management and operation of the Iloilo Convention Center or from any matter arising directly or indirectly from the foregoing; Subject to applicable government laws, rules, and regulations, the DONE shall faithfully comply with such conditions, restrictions and covenants and such design, standards and guidelines, as may be adopted by the DONOR for the Iloilo Business Park Project, which the Uoilo Convention Center forms part of (collectively, the “Iloilo Business Park Restrictions”), The DONEE shall automatically become a member of the Iloilo Business Park estates association which the DONOR shall organize for the purpose of managing the open spaces, roads, facilities, and amenities of the Tloilo Business Park Project for the common use and benefit of all lot owners in the Iloilo Business Park Projett (the “Estate Association”) and of promoting and protecting their mutual interest. The DONEE shall also faithfully comply with the rules and regulations of the Estate Association and pay such dues, common area charges and assessments that may be levied or imposed by the Estate Association on its members, for the maintenance, repair, improvement, security, operation, administration and management of the common areas of the Iloilo Business Park development. In the event of the award of an Operations and Management contract, the DONEE shall require the OPERATOR to adhere to the rules and regulations of, and discharge any and all obligations required by, the Hoilo Business Park Estate Association; h. Faithfully comply with the conditions for exemption from Donor’s Tax contained in the BIR Ruling; i. Warrant that this DONATION is exempt from DONOR’s tax pursuant to Republic Act No. 8424, otherwise known as the “National Internal Revenue Code of 1997.” In all events, DONOR shall not be liable for DONOR’s tax; and j. In the event that the DONEE fails, through its fault or negligence, to discharge any, some or all of its undertakings in this Deed, the DONOR, at its sole option, reserves the right to rescind this Deed of Donation, 4, DONOR hereby states that for purposes of giving it effect, this DONATION is being validly entered into and not for the purpose of defrauding third parties, especially DONOR’s creditors. 5. DONOR shall, after this Deed takes effect, for its own account, apply for the subdivision of the LAND and after the release of a favorable BIR Ruling, cause the issuance of a separate transfer certificate of title for the PROPERTY in favor of DONEE. 6. The PARTIES shall annotate this Deed in the transfer certificate of title for the PROPERTY. DONEE shall, upon the request of the DONOR, annotate the Iloilo Business Park Restrictions on the title to the PROPERTY and for this purpose, hereby authorizes the Registry of Deeds for the City of Iloilo to annotate the Iloilo Business Park Restrictions on the title to the Property. 7. DONOR shall be liable for the payment of real property tax on the PROPERTY only until possession of the PROPERTY is transferred to the DONEE. Thereafter, the DONOR shall no longer be liable for the payment of any real property tax on the PROPERTY. Accordingly, and upon transfer of the property, the DONEE hereby warrants that the PROPERTY and the improvements introduced therein shall be exempt from real property tax in accordance with Republic Act No. 7160, otherwise known as the “Local Government Code of 1991.” 8. Each Party warrants that it has full power and authority to execute and deliver this Deed and to perform all its obligations hereunder. Consistent therewith, DONEE hereby confirms the authority of its Department Secretary to enter into and execute this Deed for and on behalf of the DONEE pursuant to Executive Order no. 297, otherwise known as the “Administrative Code of 1987.” On the part of the DONOR, a copy of the Secretary’s Certificate evidencing the authority of Andrew L. Tan to sign this Deed for and on behalf of the DONOR is attached and made an integral part hereof as Annex “B.” 9. Each Party further warrants that the execution and the delivery of this Deed, and the consummation of the transactions contemplated hereby, will not violate any law, regulation, rule, judgment, order, ruling or any other restriction of any governmental authority applicable to a Party. ACCEPTANCE DONEE hereby accepts the foregoing DONATION and all its terms and conditions and hereby expresses its sincerest appreciation and gratitude to the DONOR for its liberality and patriotism. IN WITNESS WHEREOR, the parties hereto have set their hands this 189 day of November 2012 in City of Pasay, Philippines. MEGAWORLD CORPORATION DEPARTMENT OFTOURISM Donor Donee By: By: NDREW L. TAN Chairman of the Board and President . SIMEN) Secretary SIGNED IN THE. PRESENCE OF: MARK T. LAPID Chief Operating Officer Tourism Infrastructure and Enterprise Zone Authority ~KAW, & Chief of Staff Depariffei of Tourism ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES —) PASAY CITY )S.S. BEFORE ME, a Notary Public in and (PASAY GIT Ahitippines, this day of NOV 13 2012 2012 personally appeared: TIN/GSIS/SSS/Passport _ Date & Place Issued Name (Driver's License/Voter’s LD. No. Andrew L. Tan CTC03208915 1/9/12; Quezon City Passport No. EB1964603 2/23/11; DFA Manila Ramon R. Jimenez, Jr. CTC06985615 1/6/12; Makati City Passport No, DE0000938 1/4/12; DFA Manila all known to me and to me known to be the same persons who executed the foregoing Deed of Donation and they acknowledged to me that the same is their free and voluntary act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and at the place first above written. Doc No. 251 : NOTARY PUBLIC Page No. 53; UNTIL DECEMBER 31, 2013 Book No. + 3 ‘OTR NO. 2636422 1-3-12 PASAY CITY Series of 2012. ABP NO, 849221 12-15-15 PASAY CITY ROLL NO. S086 ‘adonaton| Toile Convention (Center 19:12 a @ rer UcoFTHEPHILIPPINES §=O) ANNEK ‘A DEPARTMENT OF JUSTICE Land Registration Authority QUEZON CITY Registry of Deeds for lloilo City . Transfer Certificate of Title w,095-2010001063 _ -IT 1S HEREBY CERTIFIED that certain land situated in BARANGAY OF MANDURRIAO, ILOILO CITY, PROVINCE OF ILOILO, ISLAND OF PANAY, bounded and desorbed as follows: ‘A PARCEL OF LAND (LOT 6, OF THE CONS. SUBD. PLAN, PCS-06-005277. BEING A PORTION OF THE CONSOLIDATION! SUBDIVISION OF LOTS 3112 TO 3121, 3126, 3127, 3129, 3131, 3192, 3142, 3143, 3188, 3197, 3200, 3261 & 3262, ILOILO CADASTRE; LOTS 3124-B-2 TO 3134-B-4, 2126-B, PSD-21713; LOTS 3128-A, 3190-A, 3196.8 & 3136-8, PSD-56373; LOTS 3178-8-1-A, 3182-A, 3183-C-1, PSD-56525; LOT 3182-A, PSD-56526; LOT 3183-B-1, PSD-52283; LOTS 3260-A, PSD-65301 & LOT 3264-A, PSD-64801, LRC RECORD NO. ), SITUATED IN FHE BARANGAY OF MANDURRIAO, ILOILO CITY, PROVINCE OF (continued on next page) is registered in accordance with the provision of the Property Registration Decree in the name of Owner: MEGAWORLD CORPORATION, A CORPORATION DULY ORGANIZED AND EXISTING UNDER THE LAWS OF THE REPUBLIC OF THE PHILIPPINES, Address: 28/F THE WORLD CENTRE, 330 SEN. GIL PUYAT AVENUE, MAKATI CITY, 1200, as owner thereof in fee simple, subject to such of the encumbrances mentioned in Section 44 of said Decree as may be subsisting. ITIS FURTHER CERTIFIED that said land was originally registered as follows: Case No: Record No: 9730, 9736, 9738, 9738, ETC. Orig. Reg. Date : 05 23 1916, 0325 1924, ETC. Decree No: 20152, 20190, 151416, ETC. Original RD: ILOILO, ILOILO Sere: _ OSes, 07, 21887, 806, eT Volume No: A-7, A-60, A-60, A-l, ETC. Page No: 90, 25, 18, 96, 105, 74, ETC. Original Owner : This certificate is a transfer from TRANSFER CERTIFICATE OF TITLE T-161752; T-161753; ‘T-181764yT-161768; T-161767; T-161768; T-161769; T-161773; T-161775; ete. (continued on next page) by virtue hereof in so far as the above-described land is concerned. Entered at lloio City, Philippines on the 22nd day of FEBRUARY 2010 at 10:02am. . NUNE L, DEMALATA Deputy Registrar of Deeds 111s hereby contfed that this is @ true electronic copy ofthe document on fle n Registry of Deeds of lao Gy, which consists of 2 oge(s. This is» system generated Cartifed True Copy, end does not require a manvely-afixed signature, ‘ssued at Regist of Dees of Makati iy. Requested By: NORMAN BELLEZA Fof.No, :2012012388 © ORNe, = 1009876307 Date 10197012 ORDate : 04 182012 Time: 405206AM Ami, Paid 644.97 TECHNICAL DESCRIPTION (Continued from Page 1) ILOILO, ISLAND OF PANAY. BOUNDED ON THE NW,, & NE, ALONG LINES 1-2-3-4-5-6-7 BY ROAD LOT 10; ON THE SE., ALONG LINES 7-8-9-10-11-12-13-14 BY ROAD LOT 2, ON THE SW., ALONG LINES 14-15-16-17-18-19 BY ROAD LOT 8; ON THE NW., ALONG LINES _ 19-20-21-1 BY ROAD LOT 1, ALL OF THIS CONS-SUBD. SURVEY. BEGINNING AT A POINT MARKED "i" ON PLAN BEING N. 11 DEG. 45' E., 900.65 M. FROM BLLM NO. 1, AGONOA CADASTRE; N. 49 DEG. 54’ E., 3.00 M. TO PT. 2; N. 78 DEG. 51'E., 3.00 M. TO PT. 3; S. 79 DEG. 19'E., 1.54 M. TO PT. 4; S, 71 DEG. 57°E,, 141.63 M, TOPT. 5; S. 57 DEG. 29'E., 3.00 M. TO PT. 6; S, 28 DEG. 32' E., 3.00 M. TO PT. 7; S. 02 DEG, 26' W., 3.40 M. TO PT. 8; S. 19 DES. 50’ W., 12.08 M. TO PT. 9; S. 22 DEG. 18"W., 20.00 M. TO PT. 10; S. 25 DEG. 22’ W., 20.00 M, TO PT. 11; S. 28 DEG. 27° W., 20.00 M. TO PT. 12; S. 29 DEG. 37' W., 105.89 M. TO ‘PT. 13; S. 44 DEG. 05' W., 3.00 M. TO PT. 14; S. 72 DEG. 59° W., 3.00 M. TO PT. 15; N. 17 DEG. 41’ W,, 3.08 M. TO PT. 16; N. 62 DEG, 48' W., 152.92 M. TO PT, 17; N. 45 DEG. 03' W., 3.66 M. TO PT. 18; N. 12 DEG. 50’ W., 3.00 M. TO PT. 19; N. 16 DEG. 08' E., 3.00 M. TO PT. 20; N. 30 DEG. 37° E., 96.16 M. TO PT. 21; N. 35 DEG. 26° E, 59.17 M. TO PT. OF BEGINNING, CONTAINING AN AREA OF TWENTY-EIGHT THOUSAND SIX HUNDRED TWENTY-SEVEN SQ. METERS ( 28,627 ) MORE OR LESS. ALL POINTS REFERRED TO ARE INDICATED ON PLAN AND MARKED ON THE GROUND BY P.S. CYL. CONGRETE MONS. 15 X 40 CM. EXCEPT BY OLD PS. CYL. CONCRETE MONS. 15 X 60 CM. BEARINGS: TRUE; AND THAT OF THE CONSOLIDATION-SUBDIVISION WAS SURVEYED ON DECEMBER 02, 2008, AND APPROVED ON MAY 18, 2009. PARENT TITLE INFORMATION (Continued trom Page 1) 1-161776; T-161778; T-161779; T-161780; T-161781; T-161782; T-161783; 1-161784; ‘T-161785; T-161786; T-161787; T-161788; T-161789; T-161790; T-161791; 1-161792; 1-161793; T-161794; T-161795; T-161796; T-161797; T-161798; T-161799; T-161800, T-161801; T-161811; T-164131; T-164132(TOTALLY CANCELLED) Its hereby contiiod that this is a tue electronic copy of the document on file in Registy of Oveds of solo Ciy, which consists of 2 eget). This isa system generated Corti True Copy, and does nol require a manualy-aired signature. sued at Regis of Deeds of Makati city. Requested By: NORMAN BELLEZA, Ref. No, : 2012012388 © OR'No. : 1003876307 Date: 10182012 © ORDate. : Oct 18 2012 Time: 1052.0GAM Amt Paid : 644.97 10000 NOON NTL Era? REPUBLIC OF THE PHILIPPINES) CITY OF MAKATI )ss ‘SECRETARY'S CERTIFICATE |, ROLANDO D. SIATELA, of legal age, Filipino, with office address at the 16" Floor, The World Centre, 330 Sen, Gil Puyat Avenue, Makati City, Philippines, hereby state that: 1. | am the Assistant Corporate Secretary of MEGAWORLD CORPORATION, a corporation duly organized in accordance with Philopine laws with principal office at the 28” Floor The World Centre, 330 Sen. Gil Puyat Avenue, Makati City, Philippines (hereinafter the Corporation’) 2. Im the absence of the Corporate Secretary or his inabilty to act, | am authorized to Prepare and keep the minutes of meetings of the Board of Directors, the Board Committees and the ‘stockholders of the Corporation, 3. __In-a meeting of the Corporation's Board of Directors held on 30 October 2012, at Which meeting a quorum was present, the following resolutions were approved “RESOLVED, that the Corporation authorize the donation in favor of the Department of Tourism ("DOT") of a Seventeen Thousand Three Hundred Sovonty One (17,371) square moter portion of the parcel of land identified as Lot 6 of the Consolidation Subdivision Plan PCS-06-005277 located in lloilo City land covered by Transfer Certificate of Title No. 095-2010001063 issued by the Registry of Deeds for Hlollo City under such terms and conditions as may be mutually agreed upon by the Corporation and DOT; “RESOLVED, FURTHER, that the Corporation authorize:-Mr. Andrew L. Tan to sign, execute and deliver the Deed of Donation and all related papers, documents ‘and other writings, and to do and perform any and all acts and things, necessary andlor proper for the accomplishment of the foregoing authority.” WITNESS WHEREOF, | have hereunto set my hand on this Of Moy. 2012 at Maicati City, Philipines Ast. Corporate Secretary 09 Nov me this ane at Makati City, Philippines, G87 SEBGECepigjan# Stoner Sot SUBSCRIBED AND SWORN to befdKx affant exhibiting to me his Driver's License No. Doe. No 24 Page No._{90-: Book No._UL-: Series of 2612. vac Com lament No A No, 347320

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