‘THIS LETTER OF INTENT made as of. From: ‘ (the “Purchaser Group") Addressed w: Shareholders of Rural Bank of Caloocan, ne (ho “Seler") BACKGROUND: ‘A. Rural Bank of Caloocan, Ine. the Bonk”) ita duly licensed ral Bank in the Philippines B. The Purchaser Group wishes to purchase the entire sued shete capital ‘om te exiting shareholders ofthe Bak, This leer will extblish the basic terms to be used in @ fare defintive share purcinse agrésment tetwea the Sellers und the Purchaser Group. The tims ‘contained inthis Letter are not compehansve and is expected that eiional terms ray be aided, a existing tems may be changed ot deleted. The base tems ae as {blows ‘Transaction Deseription 1. The Sellers intend sell___shares of Common Stock and. shares of Prefered Shares which represent ___% of the isued aad ‘outstanding shares ofthe Bank othe Purchaser Group, 2, Purchaser, A vill purchase up to ____shares of Cont Stock 6 of te issred and onsanding Common Stock) and shates of Prefered Share: _% of Prefered Shares) fom ihe Sellers 3. Purchaser, By to acquire the maining ‘Siar of Common Sook 9s ofthe ised and oustandingCommon Stock) and shares of Prefered Shares _% of Preferred States) fom tie Selon Offer Price 4, The Purchaser Group now offer a Price in the amount of en + net of oes and related expenses (for the due ligenee) t acquire shares of Common Stock and shares of Prefered Shares which represent —_% of the ‘ssned and oustanding shares ofthe Bask, Initial Documents 5. The Purchaser Group now requess the Seles to provide he Ina Docments within thenext_____ working days. (Please specify) Due Ditigence 6, In order that the prescribed due diligence be made by the Purchaser, nominal deposit of five (5%) of the agreed purchase price will be ‘deposited to a Third Party Bank subject approval ofboth pais, with proper endorsement andor asigument in favor of Rural Bank of Caloocan, Ine. (for a specific porformance which is 10 acqire 100% Sareolliage wag 4 That when both parties agrees and has consumed the lwansaton, the nominal depost of five percent (5%) beasmes part reuse agrecment, b. That, in the course of due diligence made by the buyer oF his representatives, have uncovered transactions ot initially disclosed by the scller, that wil cause the buyer or his represenatves to set ase the tmnmsaction, sll be allowed 10 widdraw its nominal deposit withour any penalties subject to the buyers disosare of ‘te uncovered indisretion othe seller: © That, upon the muna agroment of both partes, to teminate the asecton, whereby te nina dopo is return in is ety,“The Pacer Group wil be allowed not more than 3 weeks on he do gence. The Seles sal provide all say Jovacs asus by the Purchaser Grup fo the purpose othe de diene. ‘Non-Disclosure Agreement 7 A non-disclosure agreement will be sized between tho Seles an the Purchaser Group before the disclosure of the Initial Documenss «0 the Purchaser Group. Notification to Bangho Sentral Ng Pilipinas (“BSP") ‘8 Aflr the signing ofthis Letter of Intent, the Sellers will need to inform BSP immatly ofthe entry of new investors (Purchaser Gro). 9. While the Purchaser Group commis to FGI dhe 80,006,600 expt requiement at the tine of enry, the Baok will also request that the ‘ending Prompt Corective Acton onthe Bank to be defeadicncalled or to be lifted it eae it has already ben imposed by the BSP, bse an the ‘entry ofthe Purchaser Gro. Definitive Agreement 10. After the agreement n the tems and pric, te Sellers and the Purchaser ‘Group will execue a definitive share purchase agreement Forsnd on behalf of ‘Weare in agreement with he content ofthis Letter of Offer ‘Ms. Agnes 8, Desiderio “Represatutive ofthe shareholders of Rural Bank of Caloocan, tn. Dae: