9/11/22, 9:03 PM G.R. No.

180705

PEDRO COJUANGCO, Filipino, of legal age and with residence at 1575 Princeton
St., Mandaluyong, Rizal, for and in his own behalf and in behalf of certain other
stockholders of First United Bank listed in Annex "A" attached hereto (hereinafter
collectively called the SELLERS);

– and –

EDUARDO COJUANGCO, JR., Filipino, of legal age and with residence at 136 9th
Street corner Balete Drive, Quezon City, represented in this act by his duly
authorized attorney-in-fact, EDGARDO J. ANGARA, for and in his own behalf and
in behalf of certain other buyers, (hereinafter collectively called the BUYERS)";

WITNESSETH: That

WHEREAS, the SELLERS own of record and beneficially a total of 137,866 shares
of stock, with a par value of P100.00 each, of the common stock of the First United
Bank (the "Bank"), a commercial banking corporation existing under the laws of the
Philippines;

WHEREAS, the BUYERS desire to purchase, and the SELLERS are willing to sell,
the aforementioned shares of stock totaling 137,866 shares (hereinafter called the
"Contract Shares") owned by the SELLERS due to their special relationship to
EDUARDO COJUANGCO, JR.;

NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants herein contained, the parties agree as follows:

1. Sale and Purchase of Contract Shares

Subject to the terms and conditions of this Agreement, the SELLERS hereby
sell, assign, transfer and convey unto the BUYERS, and the BUYERS hereby
purchase and acquire, the Contract Shares free and clear of all liens and
encumbrances thereon.

2. Contract Price

The purchase price per share of the Contract Shares payable by the
BUYERS is P200.00 or an aggregate price of P27,573,200.00 (the "Contract
Price").

3. Delivery of, and payment for, stock certificates

Upon the execution of this Agreement, (i) the SELLERS shall deliver to the
BUYERS the stock certificates representing the Contract Shares, free and
clear of all liens, encumbrances, obligations, liabilities and other burdens in
favor of the Bank or third parties, duly endorsed in blank or with stock powers
sufficient to transfer the shares to bearer; and (ii) BUYERS shall deliver to the
SELLERS P27,511,295.50 representing the Contract Price less the amount
of stock transfer taxes payable by the SELLERS, which the BUYERS
undertake to remit to the appropriate authorities. (Emphasis added.)

4. Representation and Warranties of Sellers

The SELLERS respectively and independently of each other represent and

warrant that:

(a) The SELLERS are the lawful owners of, with good marketable title
to, the Contract Shares and that (i) the certificates to be delivered
pursuant thereto have been validly issued and are fully paid and non-
assessable; (ii) the Contract Shares are free and clear of all liens,
encumbrances, obligations, liabilities and other burdens in favor of the
Bank or third parties x x x.

This representation shall survive the execution and delivery of this

Agreement and the consummation or transfer hereby contemplated.

(b) The execution, delivery and performance of this Agreement by the

SELLERS does not conflict with or constitute any breach of any
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