MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This MEMORANDUM OF AGREEMENT made and executed this 27 th day
of April, 2016, at Makati City by and between:
SO FINE-ANCIAL AND LENDING CORP., a domestic corporation
organized and existing under the laws of the Philippines with principal
address at 217 General Luna St. Intramuros, Manila, hereinafter referred to
as the FIRST PARTY
and
PIA ALONZO WURTZBACH, Filipino, of legal age, and permanently
residing at 1007 P. Ocampo St. Malate, Manila, hereinafter referred to as the
SECOND PARTY
WITNESSETH THAT:
WHEREAS, FIFTY SHADES OF PINK CORPORATION, a
company organized and existing under the laws of the Philippines,
hereinafter referred to as the FIFTY SHADES CORP, is indebted to the
FIRST PARTY in the amount of TWO MILLION PESOS (P2,000,000.00);
WHEREAS, such debt is now due and demandable but has not been
settled yet;
WHEREAS, the FIRST PARTY has consistently demanded for the
payment of such obligation but the said party encountered difficulties in
securing full settlement of the said indebtedness from the FIFTY SHADES
CORP;
WHEREAS, the SECOND PARTY, upon its own initiative, with his
own resources and due to his association with the FIFTY SHADES CORP,
has offered to the FIRST PARTY to assume the payment of the aforesaid
indebtedness, upon certain terms and conditions, which offer, the FIRST
PARTY has accepted;
WHEREAS, the parties herein have come to an agreement on the
nature, form and extent of their mutual prestations which they now record
herein with the express conformity of the third parties concerned;
NOW, THEREFORE, for and in consideration of the foregoing and
the mutual covenants stipulated herein, the FIRST PARTY and the SECOND
PARTY have agreed, as they do hereby agree, as follows:

1. The SECOND PARTY hereby undertakes to pay the FIRST PARTY the
amount of two million pesos (P2,000,000.00) on or before May 31, 2016.
For this purpose, the SECOND PARTY shall execute and deliver a non
negotiable promissory note, bearing the aforesaid material consideration in
favor of the FIRST PARTY upon execution of this MEMORANDUM OF
AGREEMENT, which promissory note shall form part as ANNEX A
hereof.
2. For and in consideration of the obligation of the SECOND PARTY, the
FIRST PARTY does hereby;
a. Sell, assign, transfer and set over unto the SECOND PARTY that
certain debt now due and owing to the FIRST PARTY by the FIFTY
SHADES CORP, to the amount of two million pesos (P2,000,000)
plus interest due and accruing thereon;
b. Grant the SECOND PARTY the full power and authority, for his own
use and benefit, but at his own cost and expense, to demand, collect,
receive, compound, compromise and give acquittance for the same or
any part thereof, and in the name of the FIRST PARTY, to prosecute,
and withdraw any suit or proceedings therefor;
c. Agree and stipulate that the debt assigned herein is justly owing and
due to the FIRST PARTY from the said FIFTY SHADES CORP, and
that the FIRST PARTY has not done and will not cause anything to be
done to diminish or discharge said debt, or to delay or prevent the
SECOND PARTY from collecting the same; and;
d. At the request of the SECOND PARTY and the latter's own cost and
expense, to execute and do all such further acts and deeds as shall be
reasonably necessary for proving said debt and to more effectually
enable the SECOND PARTY to recover the same in accordance with
the true intent and meaning of the arrangements herein.
IN WITNESS WHEREOF, the parties have caused this
MEMORANDUM OF AGREEMENT to be signed on the date and place
first written above.

_______________________
So Fine-ancial and Lending Corp
(Signed thru its President,
Geoff Eigenmann)
FIRST PARTY

____________________
Pia Alonzo Wurtzback
SECOND PARTY

WITH OUR CONFORME:

FIFTY SHADES OF PINK CORPORATION
(Signed by its President, Anna Grey)
SIGNED IN THE PRESENCE OF:
_________________
MARY GRACE POE

__________________________
MIRIAM DEFENSOR-SANTIGO

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
CITY OF MANILA
) S.S.
BEFORE ME, this 27th day of April, 2016 in the City of Manila,
personally appeared:
Name

Competent Evidence of Identity

Place and
Date of Issue

Geoff Eigenmann

Philippine Passport

Manila,
11/2011

Pia Alonzo Wurtzbach

Mary Grace Poe
Miriam Defensor-Santigo

Philippine Passport

Manila,
11/2014

Drivers License

Manila,
09/2015

Drivers License

Antipolo,
09/2013

known to me be the same person who executed the foregoing instrument,

and acknowledged that the same are their free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
notarial seal on the date and place above written.
Doc. No.___________;
Page No.___________;
Book No.__________;
Series of 2016.

Carl Fredson Au
NOTARY PUBLIC for Manila
Commission Serial No.______
Until December 31, 2016
Roll of Attorney_______
IBP No.________
PTR No._______