DEED OF SALE OF SHARES OF STOCK

KNOW ALL MEN BY THESE PRESENTS:

This DEED OF SALE OF SHARES OF STOCK is made, executed and entered

into this _______________ in _______________, Palawan, by and between:

_______________, a corporation duly organized and existing under the laws

of the Philippines, with _______________ issued on _______________ with
postal address at _______________ , Puerto Princesa City, Palawan, duly
represented in this act by _______________ hereinafter referred to as the
“SELLER”;

-AND-

_______________, Filipino, of legal age, and with residence and postal

address at _______________, Puerto Princesa City, Palawan, hereinafter referred
to as the “BUYER”;

WITNESSETH;

WHEREAS, the Seller has subscribed to a total of _______________

(_______________) shares of stock, covered by Certificate of Stock No. ___, of
_______________ (the “Corporation”), a corporation duly organized and exsiting
under and by virtue of the laws of the Republic of the Philippines, which office
address at _______________, 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 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 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.

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 the place first written above.

_______________ _______________
(Seller) (Buyer)
TIN: _______________ TIN: _______________

By:

(Representative)

SIGNED IN THE PRESENCE OF:

__________________________ ____________________________

Republic of the Philippines )

Puerto Princesa City ) S.S

ACKNOWLEDGEMENT
 BEFORE ME, BEFORE ME, a duly commissioned Notary Public for the
City of Puerto Princesa and Palawan, this _______________ personally appeared:

Name CTC/ID Number Date/Place Issued

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

three (3) 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 place first above
written.

Doc. No.______;
Page No. ______;
Book No.______;
Series of 2023.