IRREVOCABLE SPECIAL POWER OF ATTORNEY

RECITALS:

(A) By virtue of a Deed of Assignment dated ,  (the “Seller”) sold its rights, title
and interest in and to  shares of stock covered by Stock Certificate No.  (the
“Shares”) in ABC Corporation (the “Corporation”) to  (the “Buyer”).

(B) Pending the issuance by the Bureau of Internal Revenue of the Certificate
Authorizing Registration and Tax Clearance Certificate in respect of the transfer
of the Shares from the Seller to the Buyer in the books of the Corporation, the
Corporate Secretary of the Corporation cannot yet record the transfer of the
Shares in the name of the Buyer and, consequently, the Seller remains as
stockholder of record of the Corporation despite the sale of the Shares to the
Buyer.

NOW, THEREFORE, in consideration of the foregoing, the Seller irrevocably nominates,

constitutes and appoints the Buyer as its attorney-in-fact with full power and authority
to exercise any and all of the Seller’s rights over the Shares and as a stockholder of the
Corporation, including, but not limited to, the right to vote the shares and to receive all
additional shares, options, rights, stock, cash and property dividends, interests and
other sums to which the Shares may be entitled; as well as the right to sell, transfer
convey and dispose of the Shares; and with full power and authority of delegation.

This Special Power of Attorney is coupled with an interest and, once effective, is
irrevocable and shall continue in full force and effect until the Shares are recorded in
the name of the Buyer in the books of the Corporation.

IN WITNESS WHEREOF, the Seller executed this Special Power of Attorney on  at .

Seller

SIGNED IN THE PRESENCE OF:

________________________ _________________________
 ACKNOWLEDGMENT

Republic of the Philippines)

City ) S.S.

BEFORE ME, on this , in the City of , personally appeared the following:

 Tax Identification No.

known to me to be the same person who executed the foregoing instrument, and
who acknowledged to me that the same is their free act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and seal on the date and
at the place first above written.

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Series of 2016.