CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Lease (“Contract”) is made and executed by and between:

IRENE K. GAN, widow, of legal age, Filipino, and residing at

1653 Tower 2 Sun Residences, Welcome Rotonda, Quezon
City represented herein by her Attorney-In-Fact, KAI G.
ROXAS of legal age, Filipino, and Residing at No. 42
Santander Street, Sampaloc, Manila City, herein after
referred to as the “LESSOR”;
- and -
BANCO DE ORO CORPORATION, a corporation duly
organized and existing under and by virtue of the laws of the
Republic of the Philippines, with principal office address at t
7899 Makati Avenue, Makati City, herein represented by its
Executive Vice President, ALBERTO S. YEO, hereinafter
referred to as the “LESSEE”.

WITNESSETH: That

WHEREAS, the LESSOR is the owner of a one (1) storey commercial structure
(the “Building”) located at 402 Santander Street, Sampaloc, Manila City, constructed on
No. 234543 of the Registry of Deeds for Manila City;

WHEREAS, the LESSEE desires to lease from the LESSOR a portion of the
Building with an aggregate floor area of THREE HUNDRED SQUARE METERS (300
sqm), more or less, herein referred to as the “Leased Premises”;

NOW, THEREFORE, for and in consideration of the foregoing premises and the
mutual covenants hereinafter set forth, the LESSOR hereby leases, lets and delivers by
way of lease, and the LESSEE hereby accepts, under the concept of lease, the Leased
Premises under the following terms and conditions:
1. PERIOD OF LEASE – this lease shall be for a period of FIVE (5) years,
commencing on August 1, 2010 and expiring on July 30, 2015, renewable at the
option of the LESSEE, under such terms and conditions as may be mutually
agreed upon in writing by the parties.

2. RENTAL – the monthly rental for the Leased Premises shall be in the amount of
PESOS: SEVENTY FIVE THOUSAND (Php 100,000.00), subject to an
escalation rate of FIVE PERCENT (5%) per annum beginning on the second
year, as follows:
YEAR MONTHLY RENTAL ANNUAL RENTAL
1 Php 100,000.00 Php 120, 000.00
2 105,000.00 1,260,000
3 110,250.00 1,323,000.00
4 115, 762.5 1389,150.00
5 121, 550.62 1,458,607.5
The monthly rental shall become due and payable on or before the fifth
(5th) day of each month and shall be exclusive of the Value Added Tax (VAT), if
any, which shall be for the LESSEE’s account.
3. ADVANCE RENTAL – the LESSEE agrees that upon the execution of this
Contract, the advance rental fee equivalent to six (6) months rental or the sum of
PESOS: FOUR HUNDRED FIFTY THOUSAND (Php 600,000.00), shall be paid
to the LESSOR to be applied to the first six (6) months of the lease.

4. SECURITY DEPOSIT – Upon the signing of this Contract, the LESSEE shall pay
the LESSOR a Security Deposit equivalent to six (6) months rental or the sum of
PESOS: FOUR HUNDRED FIFTY THOUSAND (Php 600,000.00), (the “Security
Deposit”)
The Security Deposit shall be returned to the LESSEE, without interest or
need of demand upon the expiration of this Contract or its termination for any
cause, less whatever obligation which may then be due from the LESSEE to the
LESSOR. The Security Deposit shall answer for whatever damages the Leased
Premises may suffer due to the fault or negligence of the LESSEE during the
term hereof. It shall also answer for whatever bills for electricity, water, telephone
and other utilities that may be installed in the Leased Premises should the same
remain unpaid at the expiration or termination of this Contract. The Security
Deposit shall be adjusted annually based on the current year’s rental.
5. DOCUMENTARY STAMP TAX – the Documentary Stamp Tax (DST) to be
affixed in this Contract pursuant to Section 194 of the National Internal Revenue
Code, as amended, shall be for the account of the LESSEE.

6. REAL ESTATE TAXES – real estate taxes on the land and the Building shall be
for the sole account of the LESSOR, except for real estate taxes on the
improvements that may be introduced by the LESSEE, if any, which shall be
exclusively for the latter’s account. In the event the LESSOR fails to pay the real
estate taxes, the LESSEE has the option to pay for said taxes and deduct the
same from the rentals due the LESSOR.

7. CREDITABLE WITHHOLDING TAX – the LESSEE shall deduct from the

monthly rental the amount corresponding to the creditable withholding tax which
the LESSEE shall remit to the Bureau of Internal Revenue as required by law.

8. NECESSARY IMPROVEMENTS – the LESSOR, upon the execution of this

Contract, hereby authorizes the LESSEE and its representatives to enter the
Leased Premises to introduce the necessary improvements thereon.

9. SIGNS AND OTHER IMPROVEMENTS – the LESSEE , may, at its discretion,

install, affix, inscribe or paint such signs, notices, and other advertising media on
such part of the interior and exterior of the Leased Premises, to show or give
notice the public of its place and purpose of business. The LESSEE is further
empowered to construct, for its own account, steel vault doors, tellers’ cages,
counters and partitions, and provide for airconditioning units, lighting equipment
and other facilities and improvements which may be required by, or necessary
for, the business operations of the LESSEE as a bank.

10. UTILITY CHARGES – All utility services such as electricity, water and telephone
utilized in the Leased Premises during the term of the Lease shall be for the
account of the LESSEE.

11. PARKING SPACE – The LESSOR hereby designates the front portion of the
Leased Premises as parking space for the use of the LESSEE, its
representatives, employees, visitors and clients, and shall be free of charge.
12. USE OF COMMON AREAS – the sidewalks, entries, passages, corridors,
balconies and staircases of the Leased Premises shall not be obstructed or used
by the LESSEE and/or its representatives for any purpose other than ingress to,
and egress from, the Leased Premises.

13. DAMAGE / REPAIRS – In case of damage to the Leased Premises or its

appurtenances by fire, earthquake, typhoon, war or any other unforeseen event
or by any other cause without the fault or negligence of the LESSEE, its agents,
employees or visitors, the LESSEE shall give immediate notice hereof to the
LESSOR, and the LESSOR, within a reasonable period after such notice, shall
undertake the repair of said damage at its exclusive expense. However, should
the damage be total or so substantial as to deprive the LESSEE effective use of
the Leased Premises, the LESSEE, at its option may either rescind this Contract,
or, wait for the repair to be completed and reoccupy the Leased Premises
thereafter; Provided that, in the latter case, the LESSEE shall be exempt from the
obligation to pay rent for the period that it was unable to use the Leased
Premises, and provided, further, that a period equivalent to the time during which
the LESSEE was deprived of the use of the Leased Premises shall be added to
the original term of the lease without any increase in rent.
Notwithstanding the foregoing, the LESSEE, at its option, may undertake
the minor repairs of the Leased Premises for its own account.
Damage to the Building/Leased Premises due to the fault or negligence of
the LESSEE, its agents, employees or visitors shall be the sole responsibility of
the LESSEE, which shall immediately undertake the repair of said damage at its
exclusive expense.

14. INSURANCE – To better ensure compliance by the LESSOR with its obligation
to repair under Section 13 hereof, the LESSOR, at its own expense, shall insure
the Leased Premises, against loss or damage due to fire and typhoon with a
reputable insurance company. All moneys arising from the insurance collected
and received by the LESSOR shall be used by the latter for such repairs.

15. VISITORIAL RIGHTS – The LESSOR or her duly authorized representatives

shall have the right to enter the Leased Premises on such day and at such time
previously agreed upon with the LESSEE, to enable the former to examine the
same and/or to undertake any and all such necessary works or activities therein
for the preservation, conservation, improvement or decoration of the same or any
part thereof.

16. OWNERSHIP OF IMPROVEMENTS – the ownership of all improvements,

equipment and properties introduced by the LESSEE upon the Leased Premises
shall remain vested exclusively in the LESSEE even after the termination of the
lease, without any interference, supervision or color of title on the part of the
LESSOR; Provided, however, that should the LESSOR so demand, the LESSEE,
at its own expense, shall restore all damages done to the interior original
structural design of the Leased Premises.

17. TERMINATION OF CONTRACT – Either party may, upon violation of any of the
terms and conditions of this Contract, terminate the same upon written notice of
the aggrieved party to the offending party, without prejudice to the legal remedies
that the aggrieved party may avail under the circumstances; Provided, however,
that the LESSEE may terminate this Contract at any time, without incurring any
liability, upon sixty (60) days prior written notice to the LESSOR of its intention to
do so.
18. OPTION TO PURCHASE – Should the LESSOR desire to sell, donate, assign,
transfer or otherwise dispose of the Building or the Leased Premises during the
term of this Contract, the LESSEE shall have the first option to purchase the
same at a reasonable price based on the prevailing market value. Upon receipt
of any offer to buy the Leased Premises, the LESSOR shall submit the same to
the LESSEE and the latter shall then be entitled to a period of sixty (60) days
therefrom within which to decide whether or not to purchase the Leased
Premises.
Should the LESSEE decide not to purchase the Building or the Leased
Premises, the LESSOR covenants that she will cause the buyer, done, assignee
or transferee thereof to respect this Contract, including the amendments and
renewals hereof.

19. ANNOTATION – The Contract shall be annotated on TCT No. 453359 of the
Registry of Deeds for Marikina City, at the expense of the LESSEE. For this
purpose, the LESSOR shall tender said title to the LESSEE.

20. PROHIBITION AGAINST LEASE TO ANOTHER BANK – During the effectivity

of this Contract, no portion or space of the Leased Premises or the parcel of
land abovementioned shall be leased to another bank or any party or
establishment engaged in the banking business without the prior written consent
of the LESSEE. Otherwise, the LESSOR shall be liable to the LESSEE in the
amount of PESOS: TWO MILLION (P2,000,000.00) as liquidated damages.

21. WARRANTY – the LESSOR represents and warrants that she will keep the
LESSEE in peaceful and quiet possession of the Leased Premises.

22. TURNOVER OF LEASED PREMISES – Upon the expiration of the stipulated

term of this lease, the LESSEE shall turn over the Leased Premises to the
LESSOR in good and tenantable condition, less whatever improvements that
may have been introduced thereto by the LESSEE, which, when removed, will
not structurally impair the Leased Premises.

23. NO ASSIGNMENT OF RIGHTS – Neither any party shall assign their/its rights
under this Contract to any person or entity without the prior written consent of the
other party.

24. ATTORNEY’S FEES – in case a party is compelled to seek judicial relief in

order to enforce its rights under this Contract, the defaulting party shall pay, in
addition to such actual damages as said party may be adjudged to pay, a sum
equivalent to twenty-five percent (25%) of such adjudged damages as and by
way of penalty, plus all expenses and costs of litigation, including PESOS: TEN
THOUSAND (P10,000.00) for and by way of attorney’s fees.

25. VENUE – Any action that may arise from this Contract shall be exclusively
vested in any of the competent courts of either Makati City or Marikina City, at
the option of the aggrieved party.

26. SEPARABILITY PROVISION – any portion or provision of this Contract that may
be prohibited or unenforceable under the laws of the Republic of the Philippines
shall be ineffective to the extent of such prohibition or unenforceability, without
affecting the validity or enforceability of the remaining provisions hereof.
27. COMPLETENESS CLAUSE – this Contract represents the entire agreement
between the parties and all representations, prior discussions, conditions and
warranties, oral or written , express or implied, not specifically set forth herein
shall be of no effect whatsoever. This Contract hereof may not be amended,
modified or revised, except by written agreements of the parties.

28. BINDING EFFECT – this Contract shall be binding upon, and inure to the benefit
of, the successors-in-interest and assigns of both parties.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands.
IRENE K. GAN BANCO DE ORO CORPORATION
“LESSOR” “LESSEE”
By: By:
KAI G. ROXAS ALBERTO S. YEO
Attorney-In-Fact Executive Vice President