MEMORANDUM OF AGREEMENT FOR THE DISSOLUTION, PARTITION, AND LIQUIDATION OF ABSOLUTE COMMUNITY OF PROPERTY x------------------------------------------------------------------------------------------------x KNOWN ALL MEN

BY THESE PRESENTS: This Agreement is made and entered into by and between: JUAN IGNACIO PAJARILLAGA, of legal age, Filipino, residing at No. 1748, Ayala Alabang, Muntinlupa and at No. 48 Adriatico Street, Malate, Manila, hereinafter referred to as JIGGY; - and ARLENE DAVID PAJARILLAGA, of legal age, Filipino, residing at No. 1748, Ayala Alabang, Muntinlupa and at No. 872 One Salcedo Place, Makati, hereinafter referred to as ARLENE; WITNESSETH: That JIGGY and ARLENE married in The Manila Cathedral, Intramuros, Manila on 20 June 1990 through a wedding ceremony solemnized by Fr. Josse P. Burgos; JIGGY and ARLENE were blessed with two children, namely: ANGELA D. PAJARILLAGA, born on August 26, 1991, and IGNACO MANUEL D. PAJARILLAGA, born on April 15, 1996 both of whom are residing at No. 872 One Salcedo Place, Makati and at 152 Chesterton Rd., Cambridge, USA; JIGGY and ARLENE did not enter into any property settlement prior to their marriage; hence, their property regime is governed by the Absolute Community of Property regime under the Family Code of the Philippines; The parties acquired properties during their marriage and which properties are the subject of this Agreement; JIGGY and ARLENE have no personal creditors and are not aware of any existing obligation chargeable to their absolute community property; JIGGY and ARLENE have separated-in-fact since 15 January 2013. JIGGY and ARLENE have agreed to dissolve their absolute community of property as indicated in this Agreement and secure judicial approval thereof from the proper court. NOW, THEREFORE, in view of the foregoing premises and the stipulations hereinafter appearing, JIGGY and ARLENE have agreed as follows: A. Inventory of Properties Acquired Since The Marriage of the Parties to Date. JIGGY and ARLENE have the following properties: SHARES OF STOCK 1. 10,000 shares with a Net Book Value of Php 100,000,000.00 in Hacienda Pajarillaga Inc. in the name of Juan Ignacio Pajarillaga. 2. 1,000 shares with a Net Book Value of Php 20,000,000.00 in AJD Packaging Products, Inc. in the name of Arlene David

3. 2,000 shares of San Miguel Corporation in the name of Arlene David Pajarillaga 4. 2,000 shares of Ayala Land with market value of Php 2,000,000.00 in the name of the Spouses Juan Ignacio Pajarillaga and Arlene David-Pajarillaga 5. 1 share in Ayala Alabang Country Club in the name of Spouses Juan Ignacio Pajarillaga and Arlene David-Pajarillaga. REAL PROPERTIES 1. 120 square meter Condominium Unit in One Salcedo Place, Makati, with a fair market value of Php 18,000,000.00 2. House and Lot in Ayala Alabang with a fair market value of Php 17,500,000.00, duly constituted as the Family Home 3. Vacation House in Tagaytay Midlands, with a fair market value of Php 4,500,000.00 MOTOR VEHICLES 1. A 2010 Mitsubishi Montero with plate number NYJ 776 valued at 1,060,000.00 2. A 2012 Ford Escape Glxi with plate number PNU 456 valued at 1,025,000.00 3. A 2000 Mercedes Benz Coupe with plate number XJY 989 valued at 860,000.00 4. A 2011 Hyundai Starex Van with plate number NYD 888 valued at 1,535,500.00 CASH 1. Php 29,500,000.00 in a BPI Savings Account in the name of Juan Ignacio Pajarillaga 2. Php 30,000,000.00 in BPI Time Deposit Accout in the name of Juan Ignacio Pajarillaga and Arlene David Pajarillaga 3. Php 6,000,000.00 in Banco De Oro Account in the name of Arlene DavidPajarillaga 4. Php 10,000,000.00 in BPI Trust Fund Account in the name of Spouses Juan Ignacio Pajarilla and Arlene David Pajarilla as trustees for Angela and Ignacio Manuel Pajarilla JEWELRIES 1. JIGGY has the following watches: a. 1 pc. Panerai b. 1 pc. Rolex c. 1 pc. Patek Philippe d. 1 pc. Omega e. 1 pc. Brietling f. 1 pc. Cartier 2. ARLENE has the following: a. 1 pc. Cartier watch b. 6 pcs. Rings of precious gems with matching earrings c. 16 pcs. Gold/silver charm bracelets B. Partition of Properties Php Php Php Php

1. JIGGY hereby waives in favor of ARLENE all of his rights and interests in the Hyundai Starex Van, Mitsubishi Montero, Mercedes Benz, the House and Lot in Ayala Alabang, the Condominium Unit in One Salcedo Place, Makati, the 2,000 shares in the San Miguel Corporation, the Vacation House in Tagaytay Midland, the 2,000 shares in Ayala Land, the cash in the BDO Account amounting to Php 6,000,000.00, the cash in the BPI Saving Account amounting to Php 29,500,000.00, the cash in the BPI Time Deposit Account amounting to Php 30,000,000.00, and all her watches and jewelries. JIGGY shall, upon the signing and execution of this Agreement, cede, transfer, and convey and/or execute the necessary deed or document in fulfilment of his above-mentioned undertaking. The payment of the national and local taxes and expenses for this undertaking shall be shouldered exclusively by ARLENE to be charged to and taken from her share of the properties. 2. ARLENE hereby waives in favour of JIGGY all her rights and interests in 4,000 share of Hacienda Pajarillaga, Inc., Ford Escape motor vehicle, the 1 share in Ayala Country Club, and all of his watches. ARLENE shall, upon the signing and execution of this Agreement, cede, transfer and convey and/or execute the necessary deed or document in fulfilment of her above-mentioned undertaking. The payment of national and local taxes and all the fees and expenses for this undertaking shall be shouldered exclusively by JIGGY. ARLENE shall likewise, upon signing of this Agreement, execute a waiver and quit claim waiving her rights and claim which she can brought against JIGGY in any case pertaining to previous marriage. 3. The BPI Trust Fund Account amount to Php 10,000,000.00 will continuously be held for the benefit of Angela and Ignacio Manuel with a condition the same will be equally divided to each child as either child turns 30 years of age. 4. All cash, bonds, investments, money placements, shares of stocks, insurance proceeds, retirement benefits and any other property, real or personal, not included in this Agreement and subsequently discovered to have been acquired by JIGGY and ARLENE during the marriage shall belong to the party in whose name such properties are registered or property belong to. C. Agreement for the Support of the Children 1. JIGGY and ARLENE hereby agrees that they will provide Php 2,000,000.00 support for the education, board and lodging of their children abroad which amount should be shared equally by them to be taken from their respective separate properties. 2. Should such amount is insufficient to cover the needs of the children, each party should provide such need as may be necessary and such should be shared equally by them. D. Joint Petition for Judicial Approval of the Agreement 1. JIGGY and ARLENE, shall cause the filing with the Regional Trial Court of Muntinlupa, a Joint Petition for Approval of this Agreement and prosecution thereof until issuance of a final court decision approving this Agreement.

2. JIGGY and ARLENE shall perform all necessary acts to secure a final judicial approval of this Agreement. Upon the issuance of a court decision approving this Agreement, JIGGY and ARLENE shall ccause the annotation thereof of the certificates of title covering the properties subject of this Agreement. E. Complete Separation of Property 1. Upon judicial approval of this Agreement, JIGGYs and ARLENEs property relationship shall be that of complete and total separation of property and each of them shall be liable for their own personal support and expenses and own, dispose of, possess, administer and enjoy his or her own separate estate, without the need of the consent of the other. 2. JIGGY and ARLENE shall each own, dispose of, possess, administer and enjoy his/her separate estates, present and future, without the consent of the other, and all earnings from any profession, business, industry, including fees, profits, dividends, or income of any type or nature, shall likewise belong exclusively to JIGGY and ARLENE, as the case may be. 3. In the interim, prior to judicial approval of this Agreement, any and all purchases made upon the execution of this Agreement shall be owned, disposed, possessed, administered and enjoy exclusively by either JIGGY or ARLENE, as the case may be, without the consent of the other. All earnings from any profession, business, investments, if any, industry, including fees, profits, dividends, or income of any type or nature, shall likewise belong exclusively to JIGGY and ARLENE, as the case may be. 4. JIGGY and ARLENE hereby unqualifiedly waive, relinquish, and release the following rights against wach other: (a) all rights and claims in or to the property of the other herein apportioned and to all other capital or paraphernal properties which belong exclusively to JIGGY or ARLENE before their marriage; and (b) the right to serve as executor or administrator of the estate of the other party. 5. JIGGY and ARLENE shall pay all debts respectively incurred by them at the date of this Agreement and shall indemnify the other party against the liability arising therefrom. 6. JIGGY and ARLENE recognize the others right to pursue such endeavors, business or otherwise independently of the other. JIGGY and ARLENE release and discharge each other of and from any and all liabilities and obligations and waive and abandon any and all rights, claims, demands and/or causes of action against the other party. 7. JIGGY and ARLENE hereby unqualifiedly waive any and all rights, cause(s) of action they have or might have against each other including any and all hereditary rights on the occasion of any partys demise before the approval of the dissolution of their absolute community property and/or annulment of their marriage as the case may be. F. Miscellaneous Provisions 1. This Agreement embodies all the terms and conditions agreed upon between JIGGY and ARLENE as to the subject matter of this Agreement and supersedes and cancels in all respects all previous agreements and undertakings, if any, between JIGGY and ARLENE with respect to the subject matter hereof, whether such be written or oral. Accordingly, this Agreement constitutes the full

and final settlement of the absolute community of property between JIGGY and ARLENE. No modification or amendment of this Agreement, if any, shall be binding upon JIGGY and ARLENE except when entered into by JIGGY and ARLENE in writing. 2. This Agreement shall be binding on the respective successors-in-interest, heirs, and permitted nominees and representatives of JIGGY and ARLENE hereto. IN WITNESS WHEREOF, Juan Ignacio Pajarillaga and Arlene David Pajarillaga have signed this Agreement on the 31st of July, 2013 in MUNTINLUPA CITY.

JUAN IGNACIO PAJARILLAGA Husband

ARLENE DAVID PAJARILLAGA Wife

ACKNOWLEDGEMENT REPUBLIC OF THE PHILIPPINES) _____MUNTINLUPA CITY_____ )

BEFORE ME, this ___ day of ________, 20__ in the City of ____________, Philippines, personally appeared the following person: JUAN IGNACIO PAJARILLAGA Passport No. 8278172 Issued on: June 4, 2012 Valid until: June 4, 2015 ARLENE DAVID PAJARILLAGA Passport No. 9287376 Issued on: December 6, 2012 Valid until: December 6, 2015

known to me to bethe same person who executed the foregoing instrument, and he acknowledged to me that the same is their free act and deed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day,year and place above written.

ATTY. ARES VICTOR S. AGUILAR Notary Public Until December 31, 2014 Notarial Commission No. 24-14 PTR No. 3462819, 1/2/13 IBP No. 9038678, 1/2/13

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