Affidavit of Undertaking As Nominee

REPUBLIC OF THE PHILIPPINES )
____________________ CITY ) SS.
AFFIDAVIT OF UNDERTAKING AS NOMINEE

I, ___________________ (“NOMINEE”), of legal age, with address at
__________________________, Las Piñas City, Metro Manila, after having been
sworn to in accordance with the law hereby depose and declare that:
1. The undersigned UNDERTAKES, CONFIRMS and ACKNOWLEDGES my status

as Nominee for _________________., (“PRINCIPAL”) with address at
___________________City, for the purpose of holding title to ____% of the shares
(“Shares”) of the capital stock of PANGKAT PRIMERA CORP. (the
“Corporation”), with the condition for the subsequent execution of a Deed of
Assignment by the Nominee. The term “Shares” as used herein shall include such
future Shares arising from the existing share.
2. NOMINEE holds legal title to the Shares for and on behalf of the PRINCIPAL, who
is the true and beneficial owner thereof. Any and all payment made by NOMINEE on
the Shares, including, but not limited to, the subscription payments therefore, were
funded by, and made in behalf and for the benefit of the PRINCIPAL.
3. All dividends, whether cash, stock, or property, rights, and other fruits or avail
accruing to or on the Shares, shall be for the account and benefit of the PRINCIPAL,
and accordingly, NOMINEE shall deliver the same to the PRINCIPAL or to whoever
the latter may designate.
4. NOMINEE particularly holds legal title to the Shares for him to be qualified to sit in
the Board of Directors of the Corporation. The PRINCIPAL, through the
Corporation, shall hold NOMINEE free and harmless from, and indemnify him
against, any liability, whether for taxes, or otherwise, that may arise as a result of
NOMINEE’s holding title to the Shares.
5. The PRINCIPAL shall hold NOMINEE free and harmless from, and indemnify him
against, all actions, claims, demands, losses, damages, liabilities, costs, taxes and
expenses (including attorney’s fees and litigation expenses) resulting from, or alleged
to have resulted from, or in connection with NOMINEE’S appointment, or with the
performance of NOMINEE’s duties and responsibilities as shareholder, director
and/or officer except for fraud or gross negligence of the NOMINEE.
6. Custody of the stock certificate covering the Shares shall remain with the NOMINEE
until such time that the Shares are demanded by the PRINCIPAL or until the same has
been transferred to the latter, whichever comes first.
7. The NOMINEE shall be authorized to act only and vote accordingly based on the
written or verbal instructions directly received from the PRINCIPAL, provided that
the same will not be prejudicial to the NOMINEE, and which are legal, true and
accurate in all respects. The NOMINEE shall neither cede, sell, assign, convey or
transfer in any way nor encumber or pledge the Shares unless otherwise expressly
authorized by the PRINCIPAL.
8. The PRINCIPAL have the right to demand the return of the said shares once demand
has been made or upon the occurrence of the following events:
(a) death or incapacity of the NOMINEE;

(b) transfer of the NOMINEE to another department in the PRINCIPAL;
(c) retirement of the NOMINEE from the PRINCIPAL;
(d) disobedience of the instructions of the PRINCIPAL by the NOMINEE.
(e) action(s) and/or inaction(s) required of the NOMINEE in relation to
the Corporation’s affairs will prejudice the NOMINEE’s legal position;
9. In either case, upon the instruction of the PRINCIPAL, the Corporate Secretary shall
cancel the stock certificate issued in NOMINEE’S name covering the Share, and issue
in lieu thereof a new stock certificate in the name of the PRINCIPAL and/or other
nominee(s) of the PRINCIPAL.
10. The Corporate Secretary is hereby given full power and authority to do all acts and
things necessary to effect the transfer of the Shares in the books of the Corporation
from the NOMINEE to the PRINCIPAL and/or other nominees of the PRINCIPAL as
provided for in the preceding paragraph, following written and unambiguous
instructions from the PRINCIPAL.
11. The NOMINEE shall not do any act challenging or impugning the beneficial
ownership of the PRINCIPAL of the Shares, or which is otherwise detrimental to the
PRINCIPAL’s interest hereunder.
12. This Affidavit of the status of the NOMINEE shall be binding upon NOMINEE’s
heirs, executors, administrators and other successors-in-interest.
13. The parties shall not assign their respective rights or obligations hereunder except
with the written consent of the other party.
IN WITNESS WHEREOF, I hereunto signed this Affidavit on this ___ th day of

February 2022 at the _____________ City, Philippines.
____________________
Affiant/ Nominee
Signed in the presence of:
_____________________ _______________________
SUBSCRIBED AND SWORN before me, a Notary Public, this _______ day of
February 2022 at _________ City, affiant exhibited to me his
____________________________ issued on ______________________ at
____________________________.
NOTARY PUBLIC
Doc. No. ___________;

Page No. ___________;
Book No. ___________;
Series of 2022

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REPUBLIC OF THE PHILIPPINES )

____________________ CITY ) SS.

1. The undersigned UNDERTAKES, CONFIRMS and ACKNOWLEDGES my status

(a) death or incapacity of the NOMINEE;

IN WITNESS WHEREOF, I hereunto signed this Affidavit on this ___ th day of

Signed in the presence of:

Doc. No. ___________;

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