DEED OF SALE OF SHARES OF STOCK

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Sale of Shares of Stock, made and
_________________ in Makati City, Metro Manila, by and between:

executed

this

__________________________, a corporation duly organized and

existing under the laws of ___________________, with _________________
issued
on
___________, duly represented
in
this
act
by
____________________, hereinafter referred to as the SELLER;
- and ___________________, Filipino, of legal age, and with residence
address at ___________________, Philippines, hereinafter referred to as
the BUYER;
WITNESSETH: That WHEREAS, the Seller has subscribed to a total of One Hundred Ninety Nine
Thousand Nine Hundred Ninety Nine (199,999) shares of stock, covered by
Certificate of Stock No. _____, of ___________________ (the Corporation), a
corporation duly organized and existing under and by virtue of the laws of the
Republic
of
the
Philippines,
with
office
address
at
_________________________________________________________, Makati City, Philippines,
which shares have a par value of ______ Peso (P___.00) per share totaling to an
aggregate par value of ___________________Pesos (P__________.00), which has been
fully paid;
WHEREAS, the Seller desires to sell, cede, transfer and convey
___________________ (____________) shares (Subject Shares), as well as all the rights
and obligations appurtenant thereto, to the Buyer and the Buyer is willing to buy
and acquire the Subject Shares, under the terms and conditions set forth herein;
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants herein, the parties hereby agree as follows:
Section 1.
Sale. - Subject to Section 2 hereof, the Seller, for valuable
consideration, hereby unconditionally sells, cedes, transfers and conveys, and the
Buyer hereby purchases, the Subject Shares, free and clear from any and all liens or
encumbrances.
Section 2.
Purchase Price. - As full payment for the Subject Shares, the
Buyer shall pay the Seller the full amount of ___________________ Pesos
(P________.00), Philippine currency, receipt of which in full is hereby acknowledged
by the Seller.
Section 3.
Warranties. - The Seller warrants and represents that the
Subject Shares are free and clear from any and all liens and encumbrances, and
that it has full power and authority to transfer the same.
Section 4.
Release and Discharge. The Buyer, upon execution of this
Deed, hereby undertakes to guarantee and assume all the obligations of the Seller
arising out of or in connection with the latters ownership and interests over the
Subject Shares of the Corporation. Accordingly, the Buyer hereby releases and
discharges the Seller from any liability arising out of or in connection with the
Subject Shares.
Section 5.
Irrevocable Proxy. - Upon the signing of this Deed, the Seller
hereby appoints the Buyer as its duly constituted PROXY, with full power and
authority to represent and vote the Subject Shares at any and all stockholders
meetings, or at any adjournment thereof, on all matters that may be brought before
said meetings, including the election of directors, as fully to all intents and purposes
as the Seller might do if present and acting.
1

Section 6.
Taxes and Other Expenses. - The capital gains tax,
documentary stamp tax and all other expenses due from the transfer and sale of
the Subject Shares, if any, shall be for the account of the Seller.
Section 7.
Authority to Transfer. - The Corporate Secretary is hereby
authorized to transfer the Subject Shares in the name of the Buyer in the books of
the Corporation.
IN WITNESS WHEREOF, the parties have affixed their signatures on the
date and at the place first written above.
___________________
___________________

___________________
(SELLER) (BUYER)
TIN: ___________________

TIN: _________________
By:
RACHEL MARJORIE CHING TAN
(Representative)

Signed in the presence of:

_________________________

_________________________

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES
MAKATI CITY, METRO MANILA

)
) S.S.

BEFORE ME, this ______________ in Makati City, Metro Manila, personally

appeared:
Name
___________________
representative
___________________)

TIN No.
(as
of

___________________
all personally known to me and to me known to be the same persons who executed
the foregoing instrument and they acknowledged to me that the same is their free
and voluntary act and deed, as well as the Corporation herein represented.
This instrument refers to a Deed of Sale of Shares of Stock, which
consists of two (2) pages, including the page whereon the acknowledgment is
written, and which is signed by the parties and their instrumental witnesses.
WITNESS MY HAND AND SEAL on the date and at the place first written
above.
Doc. No.
;
Page No.
;
Book No.
;
Series of 2015.