Share Contribution Agreement Template for Philippines

1. Tag-Along Rights: Optional provision giving certain shareholders the right to join in the transfer, relevant if there are multiple shareholders

2. Non-Competition: Restrictions on the contributor's future activities, relevant if the contributor is a strategic player

3. Regulatory Compliance: Additional section for detailed compliance requirements if the transaction involves regulated industries

4. Foreign Investment Provisions: Required if the contributor is a foreign entity, addressing foreign ownership restrictions

5. Earn-out Provisions: Optional if part of the consideration is contingent on future performance

6. Anti-Dilution Rights: Protection against future share issuances, if negotiated by the parties

1. Schedule 1 - Share Details: Detailed description of the shares being contributed, including share certificates numbers and dates

2. Schedule 2 - Contributed Company Information: Corporate information about the company whose shares are being contributed

3. Schedule 3 - Completion Requirements: List of documents and actions required for completion

4. Schedule 4 - Corporate Approvals: List of required corporate and regulatory approvals

5. Appendix A - Form of Share Transfer Instrument: Template for the formal share transfer document

6. Appendix B - Secretary's Certificate: Template for corporate secretary's certification of board approval

7. Appendix C - Deed of Assignment: Template for the assignment of shares

8. Appendix D - Waiver of Pre-emptive Rights: Form of waiver from other shareholders, if applicable