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DECLARATION OF TRUST AND DEED OF ASSIGNMENT

KNOW ALL MEN BY THESE PRESENTS:

This Declaration of Trust and Deed of Assignment of Shares/Interest made and


executed this 20 day of November 2019 at Makati City, Metro Manila, by and among:

____________________, Filipino, of legal age, with postal address


at _____________________, Metro Manila (hereinafter referred to as
“NOMINEE”);

- and -

__________________, a corporation duly organized and existing


under the laws of the Philippines, with principal office address at
____________________, represented in this transaction by its,
__________________, ________________. (hereinafter referred to as
“OWNER”).

WITNESSETH: That -

WHEREAS, the NOMINEE has been designated as SUBSCRIBER, representing


_____% PERCENT, of the authorized capital stock of _____________________. (the
“Corporation”), a corporation duly organized and existing under and by virtue of the
laws of Singapore, with address at ____________________________;

WHEREAS, the OWNER has paid ONE HUNDRED PERCENT (100%) of the above
total subscription and advanced the amount of ______________ Pesos
(P_____________) as payment for expenses in connection with the corporate
registration of, and the acquisition of all the licenses and permits required to operate,
the Corporation;

WHEREAS, the NOMINEE has consented to having the Shares/Interest registered


in his name, for the convenience of the OWNER and for the purpose of designating the
NOMINEE as incorporator, director and signatory, the intent being that the NOMINEE
shall hold the Shares/Interest only, for and in behalf of, and in trust for, the OWNER or
the OWNER’s designated nominees or trustees;

NOW THEREFORE, for and in consideration of the foregoing premises and the
mutual covenants hereinafter set forth:

1. The NOMINEE hereby acknowledges:


1.1 The absolute title and ownership of the OWNER over the
Shares/Interest;

1.2 His role as nominee and agent of the OWNER to hold naked title
to the Shares/Interest for and in behalf of and in trust for the OWNER, or
OWNER’s duly designated nominees or trustees, upon the terms and
conditions hereinafter provided.

2. On the instructions of OWNER, the NOMINEE shall assign, transfer, cede and
convey the Shares/Interest, and all of the NOMINEE’s rights, title and interest in and to
such Shares/Interest, to the OWNER, or the OWNER’s designated nominees/trustees.
The NOMINEE hereby agrees to execute and deliver such other writings necessary to
transfer his legal ownership in and to the Shares/Interest to the OWNER or the
OWNER’s designated nominees/trustees and to lawfully enable the OWNER or the
OWNER’s nominees/trustees to cause the transfer of the ownership of the
Shares/Interest in their names or the name or party which they can so designate or
assign. For this purpose, the NOMINEE hereby authorizes the OWNER to make the
corresponding transfer of the Shares/Interest from the name of the NOMINEE to that of
the OWNER or the OWNER’s designated nominees/trustees at any time upon the
written request of the OWNER, after payment by the OWNER of all applicable taxes,
fees and charges of any nature that may be imposed on the said transfer, if any.

3. Director’s fees and other amounts (if any), received by way of compensation for
services rendered by the NOMINEE shall be for the account and benefit of the
NOMINEE.

4. The OWNER shall unconditionally and forever indemnify, defend and hold
harmless the NOMINEE and/or his representatives from and against any tax
assessments, losses, liabilities, damages, claims, actions, judgments, costs and expenses
arising from or as a consequence of all acts performed by the NOMINEE upon the
instructions or the request of the OWNER or all consequences of holding the said
Shares/Interest in trust for the OWNER.

5. The NOMINEE acknowledges and confirms that, in consenting to become the


trustee herein, that the Corporation shall engage only in legitimate and legal business
operations.

6. The OWNER acknowledges that the NOMINEE owns 17.3075% shares in the
Corporation in NOMINEE’s own right, and that said shares do not form part of the trust
herein created, and that the NOMINEE is at full liberty to treat and deal with those
shares in the Corporation as the NOMINEE deems fit.
IN WITNESS WHEREOF, the parties have affixed their signatures on the date and
at the place first stated above.

________________________
Owner, TIN: _________

Represented by:

____________________ ______________
Nominee, TIN: _________

Witnesses:

_________________________ _________________________

ACKNOWLEDGMENT

Republic of the Philippines )


Makati City ) S.S.

BEFORE ME, a Notary Public in and for _____________, Philippines, this ____th day
of ____________ 2019, personally appeared:

Date &
Name Passport No. Place Issued

_________________ ___________ _________;_________


__________________ ___________ _________;_________

all 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.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal
on the date and at the place first above-written.
Doc. No. _____;
Page No. _____;
Book No. _____;
Series of 2019.

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