[Note: We are not aware of any law or rule that prescribes the form or content of a

Shareholders Agreement. Thus, the Civil Code provisions of Contracts apply. Particularly,
Article 1306 of the Civil Code provides that the contracting parties may establish such
stipulations, clauses, terms and conditions as they may deem convenient, provided they are
not contrary to law, morals, good customs, public order, or public policy.]

[Note: The rights and duties of shareholders that are already set forth in the Corporation
Code (i.e., pre-emptive right, right to vote, right to inspect/examine corporate records,
appraisal right) may be exercised by the shareholders even without any contractual
stipulations. Hence, the following sample Shareholders Agreement deals with a
shareholder’s right (i.e., right of first refusal) that arises only by virtue of contractual
stipulations.]

SHAREHOLDERS AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Shareholders Agreement (“Agreement”) is made and executed this ___ day of
________ 2015 in __________, Philippines, by and among:

(Insert names and personal circumstances of stockholders)

(For individual stockholders)

[NAME], of legal age, [NATIONALITY], [CIVIL STATUS], [IF MARRIED, NAME

OF SPOUSE], and with residence address at [RESIDENCE ADDRESS]

(For corporate stockholders)

[NAME], a corporation organized under the laws of [COUNTRY OF

INCORPORATION], with principal office address at [PRINCIPAL OFFICE
ADDRESS], represented herein by its [DESIGNATION/POSITION OF
REPRESENTATIVE], [NAME OF REPRESENTATIVE]

(Hereinafter referred to individually as “Shareholder”, and collectively as

“Shareholders”)

WITNESSETH That:

WHEREAS, [NAME OF CORPORATION] is a corporation organized under the laws of

[COUNTRY OF INCORPORATION], with principal office address at [PRINCIPAL OFFICE
ADDRESS] (hereinafter referred to as the “Corporation”).

WHEREAS, the Shareholders own all of the issued and outstanding shares of the Corporation
in the following proportion:

Name of Shareholder Number of Shares

(Insert names of the shareholders and their respective shares)

WHEREAS, the Shareholders hereto deem it to be in the best interest of the Corporation to
[PURPOSE] [Insert purpose/s of the Agreement (i.e., set forth the manner and method by
which a Shareholder may sell his/her/its shares)].
[Note: Include in the recitals or the “Whereas” clauses the circumstances leading to, and
the reasons for, the execution of the Agreement.]

NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:

1. Right of First Refusal. A Shareholder (the “Offeror”) who wants to sell all or any of
his/her/its shares must first offer the shares to the other Shareholders, under the following
terms and conditions:

a. The Offeror shall give notice of such sale to the other Shareholders, setting out the
number of shares that are offered for sale, as well as the terms and the price for the offered
shares.

b. The other Shareholders (the “Offeree/s”) shall have the right to purchase the offered
shares in proportion to the number of shares owned by them, by signifying their intent to
purchase the said offered shares within ten (10) days from receipt of the Offeror’s notice.

c. The Offeror may dispose of his/her/its offered shares to third parties only when the
Offerees fail to exercise their option.

[Insert other terms and conditions that are not contrary to law, morals, good customs,
public order, or public policy.]

[Note: The following are usually found in a standard contract.]

2. Severability. If any provision of this Agreement, or the application thereof to any

entity or circumstance, shall be held by the court of jurisdiction to be invalid or
unenforceable, the remainder of this Agreement, or the application thereof to any entity or
circumstance other than those to which it is held invalid or unenforceable, shall not be
affected thereby.

3. Binding Effect. This Agreement shall be bind and inure to the benefit of the
Shareholders and their respective successors.

4. Entirety. This Agreement contains the entire agreement of the Shareholders and
supersedes all prior or contemporaneous written or oral negotiations, correspondence,
understandings and agreements, by and between the Shareholders regarding the subject
matter hereof.

5. Amendments. All amendments to this Agreement shall be in writing, mutually agreed

upon and signed by all the Shareholders.

6. Jurisdiction. If, under any circumstance, any dispute or controversy arising out of or
relating to or in any way connected with this Agreement shall be the subject of any court
action at law, such action shall be filed exclusively in the courts of [PLACE], excluding all
other courts and venues.

[Insert other terms and conditions that are not contrary to law, morals, good customs,
public order, or public policy.]

IN WITNESS WHEREOF, the SHAREHOLDERS have hereunto set their signatures this _____
day of _______________ 2015 at __________ City, Philippines.
[Insert names of Shareholders]
ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

CITY OF ____________________ ) S.S.

BEFORE ME, a Notary Public in and for the City of [PLACE OF NOTARIAL COMMISSION] on
this _____ day of _______________ 2015 appeared the following:

Name of Shareholders Competent Proof of Identity Date and Place of

Issue/Expiry Date

known to me and to me known to be the same persons who executed the foregoing
Shareholders Agreement, and they acknowledged to me that the same is their free and
voluntary act and deed, and that of the respective entities which they represent.

This instrument refers to an Shareholders Agreement and consists of [NUMBER OF PAGES]

pages, including the page on which this acknowledgment is written, duly signed by the
parties and their instrumental witnesses on each and every page hereof.

IN WITNESS WHEREOF, I hereby affix my signature and notarial seal on the date and place
above-written.

NOTARY PUBLIC

Doc. No. ________;

Page No. ________;
Book No. ________;
Series of 2015.