Stock Pledge Agreement
Stock Pledge Agreement
Stock Pledge Agreement
RECITALS
A. Pledgor has executed that certain Promissory Note in the aggregate
principal amount of ONE MILLION PESOS (PhP 1,000,000.00), dated of
even date herewith, in favor of Secured Party (the “Note”).
B. Pledgor is the owner of shares of Common Stock of Secured Party, as
set forth on Schedule A hereto (the “Shares”).
C. Pledgor has agreed to pledge the Shares, together with any securities
received by Pledgor in connection with any merger or reorganization with
respect to such shares (the “Pledged Shares”), to Secured Party pursuant to
the terms of the Note, and to enter into this Agreement in order to secure its
obligations to Secured Party under the Note.
NOW, THEREFORE, in consideration of the foregoing promises and
other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
1. Pledge of Stock. Pledgor hereby pledges, grants a security interest in,
assigns, transfers and delivers unto Secured Party and its successors and
assigns the Pledged Shares as collateral security for the payment and
performance by Pledgor of the Obligations (as defined under Section 2
hereof). Pledgor has, concurrently herewith, delivered to Secured Party the
stock certificate evidencing the Pledged Shares together with appropriate
stock powers executed in blank in the form of Exhibit A, attached hereto.
The Pledged Shares shall be referred to herein as the “Collateral.”
2. Obligations Secured. This Agreement is made and the pledge herein
is given to secure Pledgor’s payment and performance of any and all
obligations, liabilities and indebtedness of Pledgor to Secured Party pursuant
to the terms of the Note and this Agreement (collectively, the
“Obligations”).
3. Representations and Warranties of Pledgor. Pledgor hereby
represents and warrants to Secured Party as follows:
3.1 Ownership of the Pledged Shares. Pledgor is and shall be the
beneficial and record owner of the Pledged Shares.
“Pledgor”
MARCO A. GARCIA
“Secured Party”
By:
Name: Lorenzo P. Chua
Title: Corporate Secretary
EXHIBIT A
STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto SAN MIGUEL CORPORATION (the “Company”),
50,000 shares of common stock of the Company standing in the name of the
undersigned on the books of the Company; the attached certificate number
123456 reflects the total number of shares of common stock held by the
undersigned; and the undersigned does hereby irrevocably constitute and
appoint the Secretary of the Company as attorney to transfer such stock on
the books of the Company with full power of substitution.
Dated: 31 March 2007
By:
MARCO A. GARCIA
Schedule A
Stock Certificate No. 123456, representing 50,000 shares of Common Stock
of San Miguel Corporation issued in the name of MARCO A. GARCIA.