ESCROW AGREEMENT

KNOW ALL MEN BY THESE PRESENTS: That this Escrow Agreement (Agreement), made and executed this ____ day of __________, 2013 in the City of _________, Metro Manila, Philippines, by and between : ______________________, a corporation organized and existing under the laws of the Republic of the Philippines, with principal office at _____________________________, represented by its _______________, __________________, hereinafter referred to as the Issuer); and -

___________________ Trust and Investments Group, a universal banking corporation organized and existing under the laws of the Republic of the Philippines, and authorized to perform trust and other fiduciary business and functions under such laws, with principal office at ________________________, represented herein by its ________________, Mr. ________________, herein after referred to as the ESCROW AGENT; - WITNESSETH : That WHEREAS, the Company is undertaking a stock rights offering (SRO) in the amount of Pesos: ______________________________________________________ to support an increase in its authorized capital stock (ACS) from _______________________________________________ common shares to _____________________________________________________ common shares with a par value of ____Peso (PhP______) per share; WHEREAS, the Philippine Stock Exchange (PSE) requires the Company to deposit in an escrow account (Escrow Account) the proceeds of the SRO (SRO Proceeds) which the Company shall utilize exclusively in accordance with the schedule indicated in its prospectus, a copy of which is attached hereto and made an integral part hereof as Annex A (Use of Proceeds); WHEREAS, in compliance with said requirements of the PSE, the Company has appointed the ESCROW AGENT as escrow agent to render services as such for the purpose herein stated, and the ESCROW AGENT has accepted such appointment;

NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual covenants and stipulations set forth hereunder, the parties hereto agree as follows: I. Subject to the terms hereof, the Company shall deliver in escrow to the ESCROW AGENT the entire proceeds of the SRO (Escrow Deposit) in an amount not exceeding PESOS: ______________________________________________ (Escrow Deposit). Said amount is due to be received by the Company from the subscribers to the SRO within the period from ______________ to _______________. All cleared funds deposited with the ESCROW AGENT by reason of this agreement shall be placed in an interest-bearing account, to be maintained with the ESCROW AGENTs own banking or treasury department. In the absence of written instructions of the Company directing specific investments of the Escrow Deposit, the ESCROW AGENT is authorized to invest the Escrow Deposit in government securities or fixed income investments, including but not limited to___________________. Special Savings Accounts, and time and other deposits, and/or other similar investments for the duration of this Agreement. The interest or yield accrued or earned and moneys deposited shall be held by the ESCROW AGENT for the benefit of the Company and released to the latter in accordance with terms of this Agreement. The Escrow Deposit, including its income/earnings less fees, taxes and expenses provided herein, or any portion thereof shall be delivered to or otherwise withdrawn by the Company only upon submission/presentation to the ESCROW AGENT of the original copy of the following: a. A written instruction signed by the authorized representative of the Company directing the ESCROW AGENT to release the Escrow Deposit or any amount thereof, with a statement on the purpose for which the funds to be released shall be used; and, b. A written certification under oath, signed by the authorized representative of the Company, stating: (i) the purpose for which the Company shall use the funds to be released, (ii) that such purpose is exclusively in accordance with the Use of Proceeds, and (iii) that any disbursements will be duly disclosed by the Company to the PSE through the PSEs ODiSy. The ESCROW AGENT shall release the Escrow Deposit, or a portion thereof, upon its determination that the purpose or use of the funds stated in the written instruction is in accordance with the purpose or use stated in

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the Use of Proceeds and all documents submitted by THE COMPANY are in order, which release shall not be unreasonably withheld. However, it is understood that the Use of Proceeds may be changed or reallocated by the Company, in which event the Escrow Deposit or any portion thereof, shall be released by the ESCROW AGENT to the Company upon presentation of the following: i. A written instruction signed by the authorized representative of the Company directing the ESCROW AGENT to release the ESCROW DEPOSIT or any amount thereof, with a statement on the purpose for which the funds to be released shall be used together with a revised use of proceeds schedule based on the change or reallocation (Revised Use of Proceeds), which shall automatically supersede the Use of Proceeds;

ii. A secretarys Certificate issued by the Corporate Secretary of the Company certifying to the approval and adoption by the board of directors of the Company of a resolution/s changing or reallocating the use of the ESCROW DEPOSIT; and, iii. A written certification under oath, signed by the authorized representative of the Company, stating: (a) the purpose for which the Company shall use the funds to be released, (b) that such purpose is exclusively in accordance with the Revised Use of Proceeds, and (c) that the Company has complied and will comply with all disclosure requirements of the PSE, particularly in respect of the resolution of the board of directors of the Company on the Revised Use of Proceeds and any disbursements of funds pursuant to the same. Release of the Escrow Deposit and the interest and/or earnings from investment thereof, in full or in part, shall be made only at the ESCROW AGENTs office during banking hours on a banking day. If the date of release falls on a non-banking day or if by reason of natural calamities, coup detat, civil war, force majeure or a fortuitous event, the release cannot be made on intended release date, release shall be made on the next succeeding banking day. Upon any release of the Escrow Deposit, or a portion thereof, the Company shall submit a Release and Quitclaim (in the form to be agreed upon by both parties) in favor of the ESCROW AGENT. IV. For its services hereunder, the ESCROW AGENT shall be entitled to collect from the Company the following fees (the Escrow Fee): a onetime fee of ________________________.

The Escrow Fee and EVAT (if any ) are to be deducted from any interest income of the Escrow Deposit or otherwise billed directly to the Company. All taxes on interest income or earnings shall be automatically withheld therefrom. Other incidental fees and out of pocket expenses, including expenses in any legal action that shall involve the ESCROW AGENT, in relation to this Agreement, shall be for the account of the Company. The ESCROW AGENT is authorized to withhold the release of Escrow Deposit until the Escrow Fee and EVAT, and the other fees and expenses are paid in full. V. The ESCROW AGENT shall not look into the veracity, genuineness or validity of the documents and/or papers it will receive pursuant to this Agreement except only to verify the signatures of the authorized representatives of the Company herein and in the letter of instruction. The ESCROW AGENT is authorized to disregard in its sole discretion any and all notices and warnings that may be given to it by the Company or by any other person, firm, association or corporation unless they are issued pursuant to the terms of this Agreement. It shall however, obey the orders, judgments or decrees of any competent court or any government instrumentality and in case of such compliance, it shall not be liable by reason thereof to any of the parties hereto or to ant other person, firm, association, or corporation, even if, thereafter, any such order, judgment or decree be revised, modified, annulled, set aside or vacated. The ESCROW AGENT shall assume no obligation or responsibility other than to make delivery of the Escrow Deposit as herein provided and shall not be bound by any agreement or contract involving the Company, whether it has knowledge thereof or not, and this Agreement shall not be altered or amended except in writing. The ESCROW AGENT shall maintain accurate and detailed records and accounts of all receipts, disbursements and other transactions hereunder, and all accounts, books and records relating thereto shall be opened at a reasonable time for inspection and audit by the Company or any person designated by the Company. The ESCROW AGENT shall render reports to THE COMPANY, at least quarterly, in accordance with Bangko Sentral ng Pilipinas regulations governing trust and other fiduciary transactions. The reports shall consist of the following: (a) a Balance Sheet; (b) an Income Statement; (c) a Schedule of Earning Assets; and, (d) an Investment Activity Report. The ESCROW AGENT shall not be under any duty or obligation to exercise any greater degree of care in respect of the assets under escrow than it gives to its similar properties or than that required by law.

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The ESCROW AGENT shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its obligations or duties or the exercise of its rights, powers or authorities under this Agreement, and shall not be required to take any action which, in the ESCROW AGENTs sole and absolute judgment, could involve in its expense or liability unless furnished with security and indemnity which deems, in its sole and absolute discretion, to be satisfactory. The ESCROW AGENT shall not be required to perform any of its obligations under this Agreement if it is prevented from so doing by the occurrence of any event or due to any cause beyond its reasonable control or if such performance would result in the ESCROW AGENT being in breach of any law, regulation, ordinance, rule, directive, judgment, order, award or decree binding on the ESCROW AGENT. The ESCROW AGENT may act or refrain from acting under this Agreement and may do anything that, in its reasonable opinion after consultation with counsel, is necessary to comply with such law, regulation, ordinance, rule, directive, judgment, order, award or decree. The ESCROW AGENT may use (and its performance will be subject to the rule of) any clearing or payment systems, intermediary bank or other similar system. The ESCROW AGENT, in any action taken under this Agreement, shall not be liable for any mistake of fact or error of judgment or for any act or omission of any kind unless primarily caused by its own willful mistake, gross negligence, fraud, fault or bad faith. The Company hereby holds the ESCROW AGENT free and harmless from any and all liability and claims relating to acts done or omitted to be done as ESCROW AGENT, or arising from the termination of this Agreement in the absence of willful mistake, gross negligence, fraud, fault or bad faith on its part. The Company hereby agrees to indemnify the ESCROW AGENT, its directors, officers, employees and agents (collectively, Indemnified Parties), and hold the Indemnified Parties harmless from any and against all liabilities, losses, actions, suits or proceedings at law or in equity, and any other expenses, fees or charges of any character or nature, including, without limitation, attorneys fees and expenses, which the Indemnified Parties may incur or with which they may be threatened by reason of acting as or on behalf of the ESCROW AGENT under this Agreement or arising from the Escrow Account, except to the extent the same shall be caused by the ESCROW AGENTs willful mistake, gross negligence, fraud, fault or bad faith. This Section shall survive the termination of this Agreement, or the resignation or removal of the Escrow Agent.

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The Company hereby warrants that the Escrow Deposit and/or any additional amount or asset that it may contribute to the Escrow Account are not in any way derived from illegal activities including drug trafficking, terrorism, organized crime, fraud and any other crimes. In this connection, The Company hereby holds the ESCROW AGENT free and harmless from any and all liability and claims, including any legal or regulatory citation, sanction or penalty, that may arise in connection with any misrepresentation committed by it. The Company hereby warrants that it has obtained the necessary authorities and approvals for it to enter into this Agreement and entering into this Agreement does not constitute a violation of its Articles of Incorporation and By-Laws as well as the relevant laws and regulations. This Agreement has been duly and validly executed by the parties and constitutes their valid and legally binding obligations enforceable in accordance with its terms. The ESCROW AGENT may engage in any kind of trust and other business with the Company.

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XVII. Any corporation into which the ESCROW AGENT may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the ESCROW AGENT shall be a party, or any corporation to which substantially all corporate trust business of the ESCROW AGENT may be transferred, shall automatically be substituted in this Agreement for the ESCROW AGENT named herein and shall be bound by the provisions hereof without need of any further act as if originally named herein. XVIII. All notices under this Agreement shall be given in writing, delivered by hand, reputable courier or by facsimile transmission, in each case to the address set forth below (or to such other address or addressee as a Party may specify by notice given hereunder): If to the ESCROW AGENT: Name Address Attention: ADORA A. YANGA If to the Company: Name Address

Attention: __________________ All such notices and communications shall be deemed to have been duly given upon: delivery, if delivered by hand or courier; and, if sent by facsimile transmission, when sent, provided, that the original of such notice or communication sent by facsimile is promptly sent to the addressee by hand or courier. XIX. IT IS UNDERSTOOD THAT THIS ESCROW AGREEMENT IS NOT COVERED BY THE PHILIPPINE DEPOSIT INSURANCE CORPORATION (PDIC) AND THAT LOSSES, IF ANY, SHALL BE FOR THE ACCOUNT OF THE COMPANY. This Agreement shall take effect upon signing hereof and shall terminate upon occurrence of any of the following: a. The release of the entire Escrow Deposit including its income/earnings to the Company and the settlement of all amounts due to the ESCROW AGENT; or, b. The termination of this Agreement by the Company by serving at least 15 banking days prior written notice of termination to the ESCROW AGENT. XXI. The ESCROW AGENT may resign as ESCROW AGENT, and, upon effectivity of its resignation, shall thereupon be discharged from any and all further duties and obligations under this Agreement, by giving notice in writing of such resignation to the Company, which resignation shall take effect upon the later of the date specified on the notice or the date of effectivity of designation of a substitute escrow agent (Substitute Escrow Agent). The Company shall, within thirty (30) business days after receiving the foregoing notice of resignation of the ESCROW AGENT, designate a substitute ESCROW AGENT (Substitute ESCROW AGENT), which Substitute ESCROW AGENT shall, upon its designation and notice of such designation to the ESCROW AGENT, succeed to all the rights, duties and obligations of the ESCROW AGENT hereunder. In the event the Company shall not have delivered to the ESCROW AGENT a written designation of Substitute Escrow Agent within the aforementioned thirty (30) business day period, together with the consent to such designation by the Substitute Escrow Agent, the ESCROW AGENT may, at its discretion, appoint a Substitute Escrow Agent, and the costs of obtaining such appointment shall be reimbursable from the Company and/or from the Escrow Account prior to the release of the Escrow Deposit to the Substitute Escrow Agent.

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Upon any termination of the Escrow Agreement, the Company shall submit a Release and Quitclaim (in the form to be agreed upon by both parties) in favor of the ESCROW AGENT prior to the release of the Escrow Deposit to the proper parties. XXII. This Agreement constitutes the entire agreement between the parties and shall not be modified, altered, or amended without the prior written consent of all the parties hereto. XXIII. This Agreement may be executed in counterparts, but shall not be effective until each party has executed at least one counterpart, each of which shall be considered an original, but all of which shall constitute but one and the same Agreement. XXIV. This Agreement shall be governed by the laws of the Philippines. Any action, suit or proceeding arising from this Agreement shall be brought in the proper courts of Makati Ctiy, to the exclusion of all other venues.

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