Voting Trust Agreement  KNOW ALL MEN BY THESE PRESENTS: This AGREEMENT, made and executed by and between __________________, and , owners and holders of shares of the capital stock of ___________________, a corporation organized and existing under the laws of the Philippines, and any other owners and holders of shares of the capital stock of the said corporation who may hereafter become parties hereto, each for himself and not for the others, hereinafter called the STOCK­ HOLDERS, and ______________________________, _________________ and __________________________, hereinafter called the TRUSTEES, WITNESSETH: WHEREAS, the STOCKHOLDERS believe that it is essential for the success of the above-mentioned corporation and for the best interests of all the stockholders thereof that the said corporation shall be managed and directed during the next five (5) years of its existence under a definite and fixed policy, WHEREAS, the said STOCKHOLDERS have this day transferred and delivered to the TRUSTEES certificates for fully paid shares of ____________________PESOS (P__________) each, of the capital stock of the above-named corporation, as follows:         Names                                                                              No. of Shares ________________________________                ________________________________ ________________________________                ________________________________ ________________________________                ________________________________ NOW, THEREFORE: 1st: The TRUSTEES do hereby promise and agree with the STOCKHOLDERS individually that the TRUSTEES will cause to be issued and delivered to each of said STOCKHOLDERS individually, a certificate for the number of shares transferred and delivered to the TRUSTEES, as above set forth in substantially the following form: "(Name of the Corporation) VOTING TRUST CERTIFICATE "THIS IS TO CERTIFY that as hereinafter provided ____________ will be entitled to receive a certificate or certificates for ______________________ fully paid shares of the par value of ___________________ Pesos (P__________) of the capital stock of the ____________________________, on the ___________________ day of ________________,19_____, and in the meantime to receive payments equal to the dividend, if any, collected by the undersigned TRUSTEES upon a like number of such shares standing in their names, and until after actual delivery of such stock certificates the TRUSTEES shall possess and shall be entitled to exercise all rights of every name and nature, including the right to vote in respect to any and all such stock, it being expressly stipulated that no voting right passes to the stockholders by or under this certificate or by or under any agreement express or implied. This certificate is issued under and pursuant to the terms and conditions of a certain agreement dated the ____________________ day of ________________, 19_____, by and between the undersigned TRUSTEES. IN WITNESS WHEREOF, the undersigned voting TRUSTEES have executed this certificate this _________________________ day of _______________________, 19_____.                                                                                         _______________________________              (Signature of Trustees) 2nd: That five years hereafter, i.e., on ___________________, the TRUSTEES in exchange for and upon the surrender of the aforesaid voting trust certificates then outstanding will, in accordance with terms thereof, deliver or cause to be delivered proper certificates of equivalent amount of stock of the ___________________; 3rd: The TRUSTEES shall cause the above-mentioned deposited shares of the capital stock of the ____________________ to be trans­ferred on the books of said corporation to the names of the voting TRUSTEES: 4th: The TRUSTEES shall possess and shall be entitled in their discretion to exercise, until the actual delivery of certificates of stock in exchange for VOTING TRUST CERTIFICATES, all rights and powers of absolute owners of said stock, including the right to vote for every corporate purpose. In voting the stock held by the TRUSTEES, which may be done either in person or by proxy, the said TRUSTEES will exercise their best judgment. 5th: Any and all dividends which may at any time during the pendency of this agreement be declared upon the shares of stock subject to this agreement and which shall be paid in cash to the TRUSTEES shall be delivered to the respective holders of the outstanding voting trust certificates. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands this ________ day of ____________________, 19_____in _________________,Philippines.                                                                                              ______________________________                                                                                               ______________________________                                                                                                                                 (Signature of Parties)                                                                                      Signed in the presence of: _______________________________  _______________________________             ACKNOWLEDGMENT