DEED OF ASSIGNMENT

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Assignment made and executed in the City of Pasay,

Philippines, by and between:

MARIA S. SANTOS of legal age, single, Filipino citizen and with residence
and postal address at 1000 Zamora Street, Pasay City hereinafter called
the ASSIGNOR

- and -

MARIO C. CRUZ, of legal age, single, Filipino citizen and with residence and
postal address at 2000 Asuncion Street, Brgy. Valenzuela, Makati City,
hereinafter called the ASSIGNEE

- witnesseth that -

For and in consideration of the sum of ONE THOUSAND PESOS ONLY

(P1,000.00), Philippine Currency, the receipt of said amount is hereby
acknowledged, the ASSIGNOR do hereby ASSIGN, CONVEY and
TRANSFER unto the ASSIGNEE her shares of stock with SMART HOLDINGS,
INC., a corporation duly organized and existing under Philippine law, with
business address at Unit 1000, Valero Tower, Valero St., Salcedo Village,
Makati City, described as follows:

Account No. 111-222-333

Type of Shares: Common Shares
Number of Shares: 1000
Par Value: 1 peso/share

The ASSIGNEE hereby accepts the assignment.

IN WITNESS WHEREOF, the parties have signed this deed on 7 July

2014 at Pasay City, Philippines.

MARIA S. SANTOS MARIO C. CRUZ

ASSIGNOR ASSIGNEE
 SIGNED IN THE PRESENCE OF:

MARIA MAKILING JUAN TAMAD

Witness Witness

ACKNOWLEDGMENT

Republic of the Philippines)

City of Pasay ) S.S.

BEFORE ME, a Notary Public, for and in the City of Pasay, this 7th day
of July 2014 personally appeared:

Name Identification Card Issued On/At

MARIA S. SANTOS
MARIO C. CRUZ
MARIA MAKILING
JUAN TAMAD

all known to me to be the same persons who executed the foregoing

instrument and hereby acknowledged to me that the same is their free and
voluntary act and deed.

WITNESS MY HAND AND NOTARIAL SEAL.

Doc. No. ____

Page No. ____
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Series of 2014.