SUBSCRIPTION AGREEMENT

This Subscription Agreement, dated _____________, executed at ______________, by and between:

Z FINANCIAL HOLDING CORP., a corporation duly organized and existing under and
by virtue of the laws of the Philippines, with office address at Unit A 205 Murphy
Center Bonny Serrano Road, Socorro, Quezon City, and represented herein by its
President, Felipe Jose N. Zamora III, and Treasurer, Francis Anton N. Zamora
(hereinafter referred to as “Corporation”);

- and -

JENNIFER ANN Z. VALDEZ, Filipino, of legal age, with residential address at 45

Zalameda St. Corinthian Gardens, Ugong Norte, Quezon City (hereinafter referred to
as the “Subscriber”).

W I T N E S S E T H: That –

WHEREAS, the Corporation is in the process of increasing its authorized capital stock, whereby
Nineteen Thousand Three Hundred Seventy-Five (19,375.00) Common Shares will be created. The
increase in the Corporation’s authorized capital stock is subject to the approval by the Philippine
Securities and Exchange Commission (“SEC”);

WHEREAS, the Corporation desires to issue to the Subscriber, and Subscriber desires to subscribe to
and purchase from the Corporation, the Corporation’s Common Shares, based on the terms and
conditions set forth in this Agreement;

NOW THEREFORE, the Parties hereby agree as follows:

1. The Corporation agrees to issue to the Subscriber, and the Subscriber agrees to subscribe to and
purchase from the Corporation, Three Thousand Eight Hundred Seventy-Five (3,875) Common
Shares with a par value of One Hundred Pesos (PhP100.00) per share for a total subscription
price of One Million Five Hundred Fifty Thousand Pesos (PhP1,550,000.00) (the “Subscribed
Shares”). One Million One Hundred Sixty Two Thousand Five Hundred Pesos (Php1,162,500.00)
of the subscription price shall be recorded as additional paid in capital.

2. The Corporation hereby acknowledges receipt of the amount of One Million Five Hundred Fifty
Thousand Pesos (PhP1,550,000.00) as full payment for the subscription of the Subscribed Shares.

3. The Corporation agrees to pay the documentary stamp tax due on the subscription and, after full
payment of the balance of the subscription price, deliver to the Subscriber a stock certificate
representing the Subscribed Shares that the Subscriber has purchased hereunder.
IN WITNESS WHEREOF, the Parties hereunto affix their signatures on the date and at the place above-
written.

Z FINANCIAL HOLDING CORP. JENNIFER ANN Z. VALDEZ

Corporation Subscriber
By:

FELIPE JOSE N. ZAMORA III ___________________________

President

FRANCIS ANTON N. ZAMORA

Treasurer
 ACKNOWLEDGMENT

Republic of the Philippines)

)S.S.

BEFORE ME, a Notary Public in and for ____________, Philippines, this _____ day of ____________
personally appeared:

Name TIN Date/Place Issued

FELIPE JOSE N. ZAMORA III 216 576 665 000
FRANCIS ANTON N. ZAMORA 212 969 231 000
JENNIFER ANN Z. VALDEZ 171 124 423 000

known to me to be the same persons who executed the foregoing Subscription Agreement and they
acknowledged to me that the same is their free and voluntary act and deed and the free and
voluntary act and deed of the corporation represented.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and
at the place above written.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of _____.