BP 178 section 2 (r) "Promoter" includes

(1) any person who, acting alone or in conjunction with one or more other persons, directly or
indirectly, takes initiative in founding and organizing the business or enterprise of an issuer; or

(2) any person who, in connection with the founding and organizing of the business of an issuer,
directly or indirectly, receives in consideration of services or property or both services or property ten
(10%) per centum or more of any class of securities of the issuer or ten (10%) per centum or more of
the proceeds from the sale of any class of such securities. However, a person who receives such
securities or proceeds either solely as underwriting commissions or solely as consideration of
property shall not be deemed a promoter within the meaning of this paragraph if such person does
not otherwise take part in founding and organizing the enterprise.

Sec. 60. Subscription contract. - Any contract for the acquisition of unissued stock in
an existing corporation or a corporation still to be formed shall be deemed a
subscription within the meaning of this Title, notwithstanding the fact that the parties
refer to it as a purchase or some other contract. (n)

Sec. 61. Pre-incorporation subscription.- A subscription for shares of stock of a

corporation still to be formed shall be irrevocable for a period of at least six (6) months
from the date of subscription, unless all of the other subscribers consent to the
revocation, or unless the incorporation of said corporation fails to materialize within
said period or within a longer period as may be stipulated in the contract of
subscription: Provided, That no pre-incorporation subscription may be revoked after the
submission of the articles of incorporation to the Securities and Exchange Commission.
(n)