IRC PROPERTIES, INC.
(Formerly: Interport Resources Corporation)

PROCEDURE IN EXERCISE OF WARRANTS

(a) As subject to the provisions of Warrants Instrument and to compliance withall fiscal and other laws and regulations applicable thereto, Warrantholders may exercise their Rights in whole or in part, at anytime during the Exercise Period. Any Rights which have not been exercised upon the expiry of the Exercise Period will lapse and the Warrants shall cease to be valid for any purpose whatsoever.

(b) For the exercise of a Warrant, a Warrantholder shall withdraw his Warrants from the PDTC System pursuant to the procedure of upliftment issued by the Exchange. The PCD Nominee shall then transfer back to the Warrantholder legal title to the Warrants lodged by surrendering the Jumbo Certificate of the PCD Nominee to the Registrar. The Registrat shall then issue a new Warrant Certificate in the name of the Warrantholder and a new Jumbo Certificate of the PCD Nominee for the unexercised balance of the lodged Warrants. The expenses for upliftment shall be for the exclusive account of the uplifting Warrantholder.

In order for the Warrantholder to exercise in whole or in part the Rights under the Warrants, the Warrantholder is required, subject to and otherwise in compliance with applicable laws and regulations, to complete, sign and deliver a purchase form, surrender and endorse the Warrant Certificate and tender the full Exercise Price, to the Registrar. Payment of the Exercise Price shall be made in cash, or a cashier’s or manager’s check drawn on any Metro Manila branch of a Bangko Sentral ng Pilipinas authorized agent bank, and payable to the order of the Company. The exercise of the Right under a Warrant shall be deemed completed upon the surrender and endorsement of the Warrant Certificate as provided above and the payment of the full Exercise Price. If payment is effected by check, or by means other than cash, then payment shall be deemed complete upon actual receipt of the funds by the Company.