SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (this Agreement) is made on

____________________ at ____________________ by and among:
(1)

NEGROS PH SOLAR, INC., a corporation duly organized and existing under

Philippine laws, with its principal office at The UG10, Ground Floor, Globe
Telecom Plaza, Pionner cor. Madison St., Bgy. Barangka Ilaya, Mandaluyong
City, Philippines(NPSI);

(2)

MARIA CELIA RAMONA S. MONFORT, Filipino, of legal age, and with

office address at , UG10, Ground Floor, Globe Telecom Plaza, Pioneer cor.
Madison St., Bgy. Barangka Ilaya, Mandaluyong City, Philippines

(3)

[
] a corporation duly organized and existing under
____________________
laws,
with
its
principal
office
at
____________________().
(Each of the above shall be referred to as a Partyand, together, the
Parties.)

WHEREAS
(A)

NPSI has existing rights, titles, and interests and is developing renewable
energy project/s, including a 50MW solar located at Barangay Felisa, Bacolod
City (Bgy. Felisa Solar Hybrid Project), connected through the Visaya Grid
(Renewable Energy Project/s);

(B)

MARIA CELIA RAMONA S. MONFORT is the major stockholders of NPSI;

(C)

All the other stockholders of NPSI, namely Ryan Martin M. Garcia, Ria
Rosario Francesca M. Garcia, Esther S. Monfort and Mary Joy B. Gracia, have
authorized Maria Celia Ramona S. Monfort to represent them and sell their
shares in NPSI;

(D)

Having satisfactorily completed its due diligence, [

] is willing to
purchase all of NPSI for the acquisition of the Renewable Energy Project/s; and

(E)

Accordingly, the Parties now wish to execute this Agreement to provide for the
terms and conditions of [
]s purchase of NPSI.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.

Transaction.
1.1. For and in consideration of the sum of _Seven million Five hundred Thousand
US Dollars (USD _7.5M_), NPSI and its shareholders hereby undertake to sell,
assign, and transfer its shares and interests in NPSI for the acquisition of the
Renewable Energy Project/s on an as-is and where-is basis to [
].
1.1.1.
The non-refundable sum of __One million US Dollars
(USD_ 1.0M_) shall be payable upon signing of this Agreement and not
later than forty-eight (48) hours thereafter (Tranche 1 Payment). For

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avoidance of doubt, in the event that subsequent payment is not paid in the
timeline specified, and in payment for NPSIs damages and lost
opportunities, NPSI and its shareholders have no obligation to reimburse or
repay this Payment, and that [
] has no lien or right to claim this
Payment whatsoever.
1.1.2.
Three Million US Dollars (USD 3.0___) payable 90 days upon
signing of the Agreement (Tranche 2 Payment)
1.1.3.
Two Million US Dollars (USD 2.0M ) payable 120 days upon
signing of the Agreement (Tranche 3 Payment)
1.1.4.
One million Five Hundred Thousand US Dollars (USD 1.5M)
payable 210 days upon signing of the Agreement (Final Payment)
1.2. The Payment includes the purchase price of the shares in NPSI in the Deed of
Sale of Shares in the form of Schedule 1 to be executed by all the stockholders
of ELPI within ____________________ calendar days following the Final
Payment upon instruction by [
].
1.3. The Payment, which [
] confirms to be from legitimate and legal
funding sources, shall be made to the account/s whose details and instructions
are set out in Schedule 2.
1.4. The Payment is exclusive of taxes and other costs and shall be made without
withholding or deducting any taxes and other costs. All taxes and costs in this
Agreement are the responsibility of [
].
2. Representations and Warranties. Each of the Parties represents and warrants that:
1. Each Party has the power and authority required to enter into this Agreement
and perform fully its obligations under this Agreement in accordance with its
terms and conditions;
2. This Agreement is legal, valid, and binding on each Party and is enforceable in
accordance with its terms and conditions; and
3. The execution and delivery of this Agreement and the performance of each
Partys obligations under this Agreement have been duly authorized by all the
necessary actions and approvals.
4. Each Party undertakes that itself, its directors, officers or employees have not
offered, promised, given, authorized, solicited or accepted any undue pecuniary
or other advantage of any kind (or implied that they will or might do any such
thing at any time in the future) in any way connected with its business and that
it has taken reasonable measures to prevent subcontractors, agents or any other
third parties, subject to its control or determining influence from doing so.
3. Independent Business Decision. NPSI has provided documents on the Renewable
Energy Project/s to [
] for information purposes only. NPSI does not warrant
the completeness, accuracy and correctness of the information provided. [
]
has conducted its own study, evaluation and verification, and due diligence on the
Renewable Energy Project/s and enters into this Agreement based on its own

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independent business decision. NPSI makes no warranty of any kind, express or

implied, on the Renewable Energy Project/s.
4. Costs and Expenses. The Parties shall bear their own costs and expenses in
reviewing and executing this Agreement.
5. Miscellaneous.
1. Notices.Notices relating to this Agreement shall be given in person or in
writing by email or courier, in each case served to the last provided contact
details of the recipient Party, being those at the top of this Agreement until
updated in writing. Email notices shall be effective upon actual receipt proven
by the Party serving the notice. Courier notices shall be effective as evidenced
by courier receipt. Personal service shall be evidenced by a signature of the
recipient. No other form of notice shall be effective.
2. Necessary Documents. Seller agrees to sign any document reasonably
requested by Buyer as necessary for the transaction, including any documents
required by government agencies and authorities, including all regulatory
approvals deemed required with the Bureau of Internal Revenue (BIR) and
the Securities and Exchange Commission (SEC) to effect the sale and transfer
of ownership of interests in NPSI to the Buyer.
3. Cooperation.Each Party shall take all steps reasonably requested by any other
Party to enable such other Party to discharge its obligations under this
Agreement.
4. Confidentiality. Each Party hereby agrees to treat as confidential this
Agreement, the contents of discussions between the Parties and all information
obtained as a result of entering into this Agreement. None of the Parties may
issue or make any formal public announcement, press release or statement
regarding this Agreement or the transactions contemplated herein unless such
formal public announcement, press release, or statement is issued jointly by the
Parties; or, prior to the release of the formal public announcement, press release
or statement, any such Party wishing to make any such formal public statement
furnishes the other Parties with a copy of such formal announcement, press
release or statement, and obtains the approval of the other Parties.
5. Entire Agreement. This Agreement constitutes the entire agreement between
the Parties with respect to the subject matter hereof.
6. Amendment. This Agreement may not be amended or modified except in
writing and signed by the Parties.
7. Separability. If any provision of this Agreement is declared illegal or
unenforceable, its invalidity shall not affect the other provisions of this
Agreement that can be given effect without the invalid provision. If any
provision of this Agreement does not comply with any law, ordinance or
regulation, such provision to the extent possible shall be interpreted in such a
manner to comply with such law, ordinance or regulation, or if such

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interpretation is not possible, it shall be deemed to satisfy the minimum

requirements thereof.
8. Governing Law and Dispute Resolution. This Agreement shall be governed by
and construed in accordance with the laws of the Philippines. Any dispute,
controversy or claim arising out of or relating to this Agreement, or the breach,
termination or invalidity thereof, which the Parties fail to settle by themselves
despite diligent efforts, shall be referred to arbitration in accordance with the
Philippine Dispute Resolution Center, Inc. (PDRCI) Arbitration Rules as at
present in force.
9. Counterpart Signature. This Agreement may be executed in any number of
counterparts and by different Parties in separate counterparts. Each counterpart
when so executed shall be deemed to be an original and all of which together
shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the Parties have signed this Agreement as set out below.

Negros PH Solar, Inc. (NPSI)

____________________
Maria Celia Ramona S. Monfort
President
Date:
Place:

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____________________
Name:
Position:
Date:
Place:

Maria Celia Ramona S. Monfort (for

himself and behalf of all the other
stockholders of NPSI)
____________________
Maria Celia Ramona S. Monfort
Date:
Place:

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SCHEDULE 1
Deed of Sale of Shares
This Deed of Sale of Shares (Deed) is entered
____________________ at ____________________ by and between:
(1)

into

on

shares

in

____________________ (the Seller)

and
(2)

____________________ (the Buyer).

WHEREAS:
A.

Seller
is
the
owner
of
____________________
____________________ (the Shares), and

B.

Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of
the Shares.

NOW, THEREFORE, for and in consideration of the foregoing as well as the

reciprocal obligations and undertakings contained herein, the parties agree as follows:
1.
For and in consideration of the amount of ____________________, the Seller
hereby sells, cedes, transfers, and conveys all rights, interests, and titles in and to the
Shares in favor of the Buyer, and the Buyer hereby purchases and acquires the Shares.
2.
Each of the parties hereto shall use all reasonable efforts to take, or cause to be
taken, all appropriate actions, do or cause to be done all things necessary, proper or
advisable under applicable law, and execute and deliver such documents and other
papers, as may be required to carry out the provisions of this Deed and consummate
and make effective the transactions contemplated by this Deed.
3.
All taxes and costs, including documentary stamp taxes payable in respect of
the execution of this Deed and the capital gains tax arising from the sale of the Shares
from the Seller to the Buyer, shall be paid by the Buyer.
4.

This Deed shall be governed by the laws of the Philippines.

IN WITNESS WHEREOF, the Parties have signed this Deed on the date and
at the place set forth above.

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[SELLER]

[BUYER]

Signed in the Presence of:

____________________

____________________

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
) S.S.
BEFORE ME, a Notary Public for and in [] on this [] day of [] personally
appeared the following:
Name

Competent Evidence of
Identity

Place/Date of Issue

who were identified by me through competent evidence of identity to be the same

persons who executed the foregoing document consisting of [] pages including the
page where this acknowledgement is written, and they acknowledged to me that the
same is their true and voluntary act and deed and that of the principal they represent.
IN WITNESS WHEREOF, I have hereunto signed and affixed my notarial seal
at the place and on the date first above written.

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Doc. No. _____;

Page No._____;
Book No.
_____;
Series of 04:04.

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SCHEDULE 2
Account/s Details and Instructions
Account Name:
Account Number:
Currency:
Bank:
SWIFT:
IBAN:

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