By the stockholders of the increase of the authorized

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by thestockholders of the increase of the authorizedcapital stock of the Bank, the Escrow Agent shallthereupon issue a check in favor of the Bankcovering the total payment for the SubscribedShares. The Escrow Agent shall thereafter cause theTransfer Agent to issue a stock certiEcates of theBank in the following ratio: one share in the name ofthe SELLER for every nine shares in the name of theBUYER.7.The parties further undertake that the Board ofDirectors and management of the Bank shall establish andimplement a loan policy for the Bank of making available for loansat preferential rates of interest to the coconut farmers . . . .8.The BUYER shall expeditiously distribute from time totime the shares of the Bank, that shall be held by it for the beneEt ofthe coconut farmers of the Philippines under the provisions of thisAgreement, to such, coconut farmers holding registered COCOFUNDreceipts on such equitable basis as may be determine by the BUYERin its sound discretion. EIDTAa9.. . .10.To ensure that not only existing but future coconutfarmers shall be participants in and beneEciaries of the creditpolicies, and shall be entitled to the beneEt of loans and creditfacilities to be extended by the Bank to coconut farmers atpreferential rates, the shares held by the coconut farmers shall notbe entitled to pre-emptive rights with respect to the unissued portionof the authorized capital stock or any increase thereof.11.After the parties shall have acquired two-thirds (2/3)of the outstanding shares of the Bank, the parties shall call aspecial stockholders' meeting of the Bank:(a)To classify the present authorized capitalstock of P50,000,000 divided into 500,000 shares,with a par value of P100.00 per share into: 361,000Class A shares, with an aggregate par value ofP36,100,000 and 139,000 Class B shares, with anaggregate par value of P13,900,000. All of theCD Technologies Asia, Inc. 2018cdasiaonline.com
Option Shares constituting 72.2% of the outstandingshares, shall be classiEed as Class A shares and thebalance of the outstanding shares, constituting27.8% of the outstanding shares, as Class B shares;(b)To amend the articles of incorporation of theBank to effect the following changes:(i)change of corporate name to FirstUnited Coconut Bank;(ii)replace the present provisionrestricting the transferability of the shareswith a limitation on ownership by anyindividual or entity to not more than 10% ofthe outstanding shares of the Bank; cdphil(iii)provide that the holders of Class Ashares shall not be entitled to pre-emptiverights with respect to the unissued portion ofthe authorized capital stock or any increasethereof; and(iv)provide that the holders of Class Bshares shall be absolutely entitled to pre-emptive rights, with respect to the unissuedportion of Class B shares comprising part ofthe authorized capital stock or any increasethereof, to subscribe to Class B shares inproportion to the subscriptions of Class Ashares, and to pay for their subscriptions toClass B shares within a period of Eve (5)

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