INCORPORATION AGREEMENT WITH

ONE INCORPORATOR TO ADVANCE

THE PAYMENT OF SHARES

AGREEMENT

KNOW ALL MEN BE THESE PRESENTS:

This Agreement is entered into by and between:

_______________, of legal age, Filipino, (single / married / widow), and a resident of
_____________________, Philippines, hereinafter referred to as the “First Party”;

-and-

______________________, likewise of legal age, Filipino, (single / married / widow), and a

resident of _________________, Philippines, hereinafter referred to as the “Second Party”;

WITNESSETH; That:

WHEREAS, the Second Party intends to subscribe ______________ (_______%)

Percent of the initial issuance of shares of ___Name of Corporation__, a corporation that is in
the process of incorporation and registration;

WHEREAS, the First Party is able and willing to advance the paid-in amount of the said
subscription intended to be made by the Second Party;

NOW, THEREFORE, for and in consideration of the foregoing premises, Parties hereby
agree and covenant as follows:

1. The Second Party will be an incorporator of __Name of Corporation __, with a

subscription of ___________ (__%) Percent of the initial issuance of shares in the said
corporation or a total of ______________ (______) shares of the initial issuance of
_____________ (_____) shares with a par value of ₱ ________/share and will pay up the
amount of ₱ _______________ upon incorporation;
 2. That during the incorporation of the said corporation, the First Party shall advance
the amount of ₱ _____________ mentioned in the immediately preceding paragraph which will
represent the amount paid-up by the Second Party in the Articles of Incorporation and corporate
records of ___Name of Corporation___;

3. That the said advance to be made by the First Party shall be paid by the Second
Party by way of deductions from dividends that may be declared and distributed in the course of
the operation of the said corporation until fully satisfied;

4. That before the said advance made by the First Party is fully satisfied in
accordance with the manner provided for in the immediately preceding paragraph, the shares to
be listed in the name of the Second Party shall be considered as merely held in-trust for the First
Party to the extent of the amount that is not yet satisfied.

IN WITNESS WHEREOF, we have hereunto affixed our signatures this _______ day of
________, 2 _____, in the City of _________________, Philippines.

_________________________ ________________________
FIRST PARTY SECOND PARTY

SIGNED IN THE PRESENCE OF:

_________________________ ________________________

ACKNOWLEDGMENT