STOCK TRANSFER AGREEMENT

STOCK TRANSFER AGREEMENT

Concluded on _________________ in _________________ between:

_______________________________, of legal age, ________________ Citizen and resident

of __________________________, herein referred to as the FIRST PARTY;

-and-

_______________________________, of legal age, ________________ Citizen and resident

of __________________________, herein referred to as the SECOND PARTY;

DUTIES AND ATTESTATIONS OF THE FIRST PARTY

The First Party states that they are a shareholder/stockholder and holds ___________ shares
("Shares") in the capital of the Company _______________________, hereinafter (the "Company"), with
a nominal value ___________ each, with a total par value of _____________ , which is
_________(percentage) capital of the Company;

All shares were validly formed, exist, have been full paid. The Shares are not encumbered with any
third party rights and no proceedings are in progress involving the Shares. Management Board of selling
its shares in the form of a resolution;

The First Party states that he has obtained a statement of the other shareholders of the Company a
waiver of their right of priority of acquisition of the Shares;

The Agreement cannot be denied effect or otherwise revoked once signed and dated by the parties.
Notwithstanding grounds for revocation of contracts under Philippine law;

DUTIES AND ATTESTATIONS OF THE SECOND PARTY

The Second Party states that it has all necessary powers and financial resources necessary to conclude
the Agreement and to perform the obligations arising therefrom;

The Second Party states that no consent or authorization are required for successful conclusion and
implementation of this Agreement by the Second Party;

The Second Party states that it has conducted the due diligence of the Company and knows the facts
and by-law of the Company and shall not make any objections to it;

OBJECT OF THE AGREEMENT

The First Party shall transfer to Second Party all or in part, of Shares held in the Company as described
in this Agreement on terms and conditions specified in this Agreement. The Parties may agree whether
the transfer shall be gratuitous or onerous (mark the appropriate section at the beginning of the paragraph to indicate
type of transfer);

( ) Should the transfer be agreed upon as onerous, the parties shall put into writing, a separate
acknowledgment receipt for the total consideration price for the above-mentioned shares. The
consideration shall be ____________________ (____________). The price can be paid in cash or in any
other Philippine legal tender on the date of this Agreement or the agreed period of _____ days from the
execution thereof. The First Party hereby acknowledges receipt of the whole price for the transferred
Shares. Ownership of Shares shall pass to the Second Party on payment date described in paragraph.
STOCK TRANSFER AGREEMENT

( ) Should the transfer be agree upon as gratuitous, the parties shall indicate in a separate addendum
that the transfer is made without monetary consideration. The transfer shall pass to the Second Party
immediately upon execution of this Agreement or the agreed period of _____ days from the execution
thereof;
.
Second Party shall submit to the Company an announcement of the acquisition of the Shares.

CONFIDENTIALITY

The parties hereby agree that neither Party without the prior written authorization of the other Party,
shall not disclose to a third party, any information on any of the Parties, which could have obtained in
connection with this Agreement or under it;

This confidentiality clause does not apply in relation to the obligation to disclose information pursuant
to the provisions of the law.

FINAL PROVISIONS

The parties agree that any disputes related to the formation or performance of the Agreement will be
considered by the court with jurisdiction over the office of the Company;

The law applicable to the provisions of this Agreement is the Philippine Law. The Second party shal
have the obligation to pay the tax burden on civil law, which under the law of parties shall be obliged to
pay in connection with the transfer of shares pursuant to this Agreement, including the obligation to
submit the applicable tax return and other costs associated with entering into this Agreement;

This Agreement has been drawn in counterparts, one for the First Party and Second Party. Any
amendments or supplements to this Agreement shall be in writing signed by the parties in order to be
valid;

_______________________ ________________________
FIRST PARTY SECOND PARTY

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

PROVINCE OF NEGROS ORIENTAL) S.S.
________________________________)

SUBSCRIBED AND SWORN TO before me on

______________________in___________________________________ Philippines, the PARTIES appeared
accompanied by their witnesses:
NAME IDENTIFICATION
FIRST PARTY

SECOND PARTY

as competent proof of their identities, known to me and to me known to be the same persons, personally signed the
foregoing instrument, acknowledged to me that the same is their free and voluntary act and deed, and avowed under
penalty of law to the whole truth of the said instrument.
This instrument, with the header “STOCK TRANSFER AGREEMENT”, consists of two (2) pages only
including the page on which this acknowledgment is written, and is signed by the PARTIES, and their instrumental
WITNESSES on each and every page.

WITNESS MY HAND AND SEAL NOTARY PUBLIC

DOC. NO.______;
PAGE NO. ______;
BOOK NO.______;
SERIES OF 20___