WAIVER AND CONSENT

The undersigned stockholder of __________________ (the “Corporation”) do hereby waive notice of the time, place and purpose of the meeting of stockholders of the Corporation to be held at o’clock on __________, ____________ at the offices of the Corporation at ____________________________, or at any adjournments or postponements thereof. The undersigned further waives all the requirement of the laws of the Philippines, both as to notice and any publication thereof, and consents to the transaction of any and all business as may come before said meeting.

Makati, Metro Manila, _______________________ 200__.

WAIVER OF PRE-EMPTIVE RIGHTS

I, the undersigned stockholder of Name of Corporation, do hereby waive my pre-emptive rights to subscribe to the increase in the authorized capital stock of the said corporation _________________________ (P___________) Pesos to ____________________ (P____________) Pesos.

_________________, Philippines. __________ day of __________, 20___.

_______________________________________________________

STOCKHOLDER

WAIVER TO SUBSCRIBE TO NEW STOCK

WE, the undersigned stockholders of ___________________ hereby declare:

That on ______________________, 20____, the capital stock of _________________ had been duly increased from __________________ to __________________; that under the law by reason of such increase, we have a right to subscribe to the new stock to be issued by the Corporation in proportion to the number of shares owned and held by us in said Corporation; that we, individually, hereby voluntarily renounce and waive our right to exercise our right of preemption to subscribe to the new stock by reason of said increase.

Signed on this _____________ day of____________________, 20_____.

(Sgd.) ___________________________

(Stockholders)