Subscription Agreement for Shares of Stock - Form

PRE-INCORPORATION SUBSCRIPTION AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Subscription Agreement (the "Agreement") is made and entered into at City/Municipality of ___________________________, Province of ___________________________, this ________ day of ________________, 20____, by and between:

________, a corporation that will be formed under and by virtue of the laws of the Republic of the Philippines, with principal address at ________, represented in this act by by ________, who holds the following position: ________, duly authorized for this purpose (hereinafter referred to as the "Company")

- and -

________, Filipino, of legal age, with address at ________ (hereinafter referred to as the "Subscriber")

Company and Subscriber shall hereinafter be referred to collectively as the "Parties"

WITNESSETH THAT:

WHEREAS, Company will have ________ (________) unissued Common Shares;

WHEREAS, Subscriber wishes to subscribe to ________ (________) Common Shares of the Company (the "Shares");

NOW, THEREFORE, for and in consideration of the foregoing premises, the parties hereto agree as follows:

I. SUBSCRIPTION

Subscriber hereby subscribes to the Shares at a subscription price of ________ (Php________) per share or a total subscription price of ________ (Php________) (the "Subscription Price").

II. PAYMENT

Receipt of the full Subscription Price is hereby acknowledged by the Company.

III. REVOCATION OF SUBSCRIPTION

This Agreement is irrevocable for Six (6) Months from the date of subscription unless the revocation is with the consent of all other subscribers or if the Company fails to incorporate within the same period.

IV. DOCUMENTARY STAMP TAX

Company shall file and pay the Documentary Stamp Tax ("DST") within Five (5) Days after the the close of the month when the Shares were issued. For purposes of this section, the Shares shall be considered issued on the date of this Agreement.

V. DELIVERY OF STOCK CERTIFICATES

The Certificate of Stock shall be issued to Subscriber upon full payment of the Subscription Price and the interest and expenses, if any, provided that the DST on the issuance of the shares has also been paid.

VI. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS

The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.

VII. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

VIII. SEVERABILITY

If any provision of this Agreement is declared invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such remaining provisions shall continue in full force and effect.

IX. WAIVER

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X. NOTICES

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XI. CUMULATIVE RIGHTS

The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.

XII. HEADINGS

Headings are for convenience only and do not affect the interpretation of this Agreement.

XIII. SUCCESSORS AND ASSIGNS

This Contract shall be binding on the successors and assigns of both Parties.

XIV. ENTIRETY OF AGREEMENT

This Agreement represents the entire agreement between Company and Subscriber and supersedes all prior negotiations, representations, agreements, either oral or written.

XV. AMENDMENTS AND MODIFICATIONS

This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.

________
Company

By:

________
________

________
Subscriber

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )
PROVINCE OF ________________________ )
CITY OR MUNICIPALITY OF ________________________ )S.S.

BEFORE ME, a Notary Public, for and in the CITY OR MUNICIPALITY OF ________________________, ________________________, this _______ day of ________________________, 20______, personally appeared the following persons:

1. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________

2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________

all known to me and to me known to be the same persons who executed the foregoing Pre-incorporation Subscription Agreement constituting of _________ pages, including this page where the Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the day and place first written above.

Doc No. ________;
Page No. ________;
Book No. ________;
Series of ________.