2.1.

Subscription contract
Any contract for the acquisition of unissued stock in an existing corporation or
corporation still to be formed shall be deemed subscription contract, notwithstanding
the fact that the parties refer to it as purchase or some other contract.
2.2. Pre-incorporation subscription
A subscription for shares of stock of a corporation still to be formed shall be
irrevocable for a period of at least 6 months from the date of subscription, unless:
1) All of the other subscribers consent to the revocation;
2) The incorporation fails to materialize within same period or longer period.
No pre-incorporation subscription may be revoked after the submission of the articles
of incorporation to the Securities and Exchange Commission.
2.3. Consideration for stocks
Stocks shall not be issued for a consideration less than the par or issued price thereof.
Consideration for the issuance of stock may be any or a combination of any two or
more of the following:
1) Cash paid to the corporation;
2) Property received by the corporation;
3) Services actually rendered to the corporation;
4) Previously incurred indebtedness by the corporation;
5) Amounts transferred from unrestricted retained earnings to the stated capital;
6) Outstanding shares exchanged for stocks in the event of reclassification or
conversion;
7) Shares of stock in another corporation; and/or
8) Other generally accepted form of consideration.
Shares of stock shall not be issued in exchange for promissory notes or future
services.
2.4. Issuance of stock certificates
No certificate of stock shall be issued to a subscriber until the full amount of his
subscription together with interest and expenses (in case of delinquent shares ) if
any is due, has been paid.
Appraisal right
Any stockholder of a corporation shall have the right to dissent and demand payment
of the fair value of the shares in the following instances:
1) In case an amendment to the articles of incorporation has the effect of changing
or restricting the rights of any stockholder or class of shares, or of authorizing
preferences in any respect superior to those of outstanding shares of any class, or
of extending or shortening the term of corporate existence;
2) In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition
of all or substantially all of the corporate property and assets as provided in the
Corporation Code;
3) In case of merger or consolidation; and
4) In case of investment of corporate funds for any purpose other than the primary
purpose of the corporation.
The dissenting stockholder who votes against a proposed corporate action may
exercise the right of appraisal by making a written demand on the corporation for the
payment of the fair value of shares held within 30 days from the date on which the
vote was taken. Failure to make the demand within such period shall be deemed a
waiver of the appraisal right. If the proposed corporate action is implemented, the
corporation shall pay the stockholder, upon surrender of the certificate or certificates
of stock representing the stockholder’s shares, the fair value thereof as of the day
before the vote was taken, excluding any appreciation or depreciation in anticipation
of such corporate action.
4.2. Determination of the fair value of the shares
Generally, the corporation and the stockholder exercising appraisal right shall agree
on the fair value of the shares.
If, within 60 days from the approval of the corporate action by the stockholders, the
withdrawing stockholder and the corporation cannot agree on the fair value of the
shares, it shall be determined and appraised by 3 disinterested persons, one of whom
shall be named by the stockholder, another by the corporation, and the third by the 2
thus chosen. The findings of the majority of the appraisers shall be final, and their
award shall be paid by the corporation within 30 days after such award is made.
No payment shall be made to any dissenting stockholder unless the corporation has
unrestricted retained earnings in its books to cover such payment.