Pre-Incorporation Agreement

PRE-INCORPORATION AGREEMENT
This agreement is made between the following parties:
___________________________________________________, and
________________________________________________ to
organize a Corporation upon the following terms and
conditions on this ______ day of ________________, 2010 at
Makati City.
The parties shall form and organize a Corporation under
the laws of the Philippines.
Attached as Exhibit A are the proposed Articles of
Incorporation.
The parties agree that the Corporations authorized stock
shall be distributed, and consideration paid, as follows;
In consideration of the cash payment to the Corporation
made by ____________________________________________ of
the amount of _________________________,
_______________________________ shares of
_________________________ (common or preferred stock shall
be issued to him.
In consideration of the transfer to the Corporation of the
following property: (list property, real or personal, to be

transferred), ___________ shares of ________________

(common or preferred) stock shall be issued to
____________________________________.
The parties further agree not to transfer, sell, assign,
pledge, or otherwise dispose of their shares of stock issued
by the Corporation until they have first offered the shares
for sale to the Corporation, and then, should the
Corporation refuse such offer, to the other shareholders on
a pro rata basis. All shares shall be offered at their book
value. In the event the corporation refuses to purchase
said shares, the other shareholders shall not have not less
then thirty (30) days to purchase the shares. If the
Corporation or other shareholders do not purchase all
offered shares, remaining shares may be freely transferred
to other parties by their owner without price restrictions.
The Corporation shall employ
________________________________________ as its manager for
a set term of _____________ years and at an annual salary of
____________________, such employment not to be
terminated without cause and such salary not to be
increased or decreased without the approval of ________
percent of the directors.

All parties to this agreement promise to use their best

efforts to incorporate the organization and to commence
its business in a timely fashion.
_______________________________
Signature
_______________________________
Signature