Draft

DEED OF SALE OF SHARES

This Deed of Sale of Shares (this Deed) is made by and between:

[Name of Seller], [nationality], of legal age, [civil status], and a resident of

[address] (the Seller);

-and-

[Name of Buyer], [nationality], of legal age, [civil status], and a resident of

[address] (the Buyer).

(The Seller and the Buyer shall be collectively referred to as the Parties.)

RECITALS:

1. The Seller is the legal and beneficial owner of [] common shares in [Name of
Corporation], a corporation duly organized and existing under Philippine laws with
principal office at [address] (the Corporation);

2. The Seller desires to sell []([]) common shares out of [his/her] []([]) common
shares in the Corporation to the Buyer (such []([]) common shares shall be the
Shares) under the terms and conditions set forth in this Deed.

The Parties agree as follows:

1. Sale

For and in consideration of the purchase price of [] (PhP[]) (Purchase Price), full receipt of
which is hereby acknowledged by the Seller, the Seller hereby sells, transfers and conveys,
absolutely, unconditionally and irrevocably, to the Buyer all of [his/her] rights, title, and interests
in and to the Shares, free and clear of any claim, lien, encumbrance, charge, or restriction
whatsoever.

2. Taxes

(a) The Seller undertakes to file the capital gains tax and documentary stamp tax returns and
pay the applicable capital gains and documentary stamp taxes not later than the due dates
for the filing and payment prescribed under the law.

(b) The Parties shall fully cooperate and assist each other in (i) getting the Certificate
Authorizing Registration (CAR) and the Tax Clearance Certificate (TCC) covering
the transfer of the Shares from the Bureau of Internal Revenue (BIR), and (ii) the
registration of the Shares in the Buyers name in the Corporations stock and transfer
book, as soon as practicable. Without limiting the generality of the foregoing, each Party
shall execute all documents and submit all information and file all the applications which
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should properly come from it and which the BIR may require to enable the BIR to issue
the CAR and the TCC.

3. Proxy

The Seller hereby appoints the Buyer or any of the latters designee as the Buyer may
subsequently appoint in writing, as the Sellers proxy to represent [him/her] and vote the Shares
in [his/her] name in all annual, regular and special meetings of the stockholders of the
Corporation and any adjournment and postponement of said meetings, as fully to all intents and
purposes as the Seller might do if present and acting in person, from the date of this Deed until
the registration of the Buyer and [his/her] nominee directors, if any, as owners of the Shares in
the books of the Corporation. This proxy revokes and supersedes Sellers previously executed
proxy or proxies. This proxy is coupled with interest and is irrevocable, with full power of
substitution and revocation on the part of the Buyer.

4. Counterparts

This Deed may be signed in counterparts and when so signed and combined, shall be taken as
one document.

[Signature page follows.]

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IN WITNESS WHEREOF, each party has executed this Deed on the date and at the place set out
below.

[Name of Seller] [Name of Buyer]

Seller Buyer
Date: [] Date: []
Place: [] Place: []

With my consent: With my consent:

[Name of Spouse of Seller] [Name of Spouse of Buyer]

Spouse of Seller Spouse of Buyer
Date: [] Date: []
Place: [] Place: []

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

MAKATI CITY ) ss.

BEFORE ME, a notary public in and for Makati City, personally appeared:

Name Competent Evidence of Identity Date of Issuance/ Place of

Issuance
[] Philippine Passport No. [] []/[]
[] Philippine Passport No. [] []/[]

who were identified by me through competent evidence of identity to be the same persons
described in the foregoing instrument, who acknowledged before me that their respective
signatures on the instrument were voluntarily affixed by them for the purposes stated therein, and
who declared to me that they have executed the instrument as their free and voluntary act and
deed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal this [] th
day of [] at Makati City.

Book No. ____;

Page No. ____;
Doc. No. ____;
Series of 2017.
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Deed of Sale of Shares