PRE-INCORPORATION AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Pre-Incorporation Agreement (Agreement) is made and entered into

this 29th day of August 2019 by and between:

TISHA ZOZOBRADO, Filipino, of legal age, (married/single), and a

resident of 47 1 Tabura St., Pardo, Cebu City, Philippines,
hereinafter referred to as the “FIRST PARTY”;

- And -

YOLANDA ABELLANA, Filipino, of legal age, (marriage/single), and a

resident of __________________, hereinafter referred to as the
“SECOND PARTY’;

- And -

SIDNEY URBANO, Filipino, of legal age, (married/single), and a

resident of Velpal Phase 2, Block 1, Lot 31, Pakigne, Mingalanilla,
Cebu, hereinafter referred to as the “THIRD PARTY”;

- And -

ALMA ARNOCO, Filipino, of legal age, single, and a resident of #1

5th St. Happy Valley Subdivision, Labangon, Cebu City, Philippines;
hereinafter referred to as the “FOURTH PARTY”;

- And -

KATHERINE LIM, Filipino, of legal age, single, and a resident of 62-C

Alaura St., Cabajar, Guadalupe, Cebu City, Philippines, hereinafter
referred to as the “FIFTH PARTY”;

- And -

ARNETTE BONIFACIO, Filipino, of legal age, single, and a resident

of 094 Bulacao, Talisay City, Cebu, Philippines, hereinafter referred
to as the “SIXTH PARTY”.

PRE-INCORPORATION AGREEMENT | Page 1 of 5

 WITNESSETH; That-

WHEREAS, the parties intend to incorporate and register a corporation

with corporate name Z GREEN ENERGY CORPORATION, herein referred to as
the “CORPORATION”, with office address at 1305 Natalio Bacalso Avenue,
Brgy. Kinasang-an, Pardo, Cebu City, Philippines;

WHEREAS, the FIRST PARTY intends to subscribe SIXTY EIGHT PERCENT

(68%) of the initial issuance of shares of the CORPORATION;

WHEREAS, the SECOND PARTY intends to subscribe TWENTY PERCENT

(20%) of the initial issuance of shares of the CORPORATION;

WHEREAS, the THIRD PARTY intends to subscribe TWO PERCENT (2%) of

the initial issuance of shares of the CORPORATION;

WHEREAS, the FOURTH PARTY intends to subscribe FOUR AND A HALF

PERCENT (4.5%) of the initial issuance of shares of the CORPORATION;

WHEREAS, the FIFTH PARTY intends to subscribe to FIVE PERCENT (5%)

of the initial issuance of shares of the CORPORATION;

WHEREAS, the SIXTH PARTY intends to subscribe to ONE HALF PERCENT

(0.5%) of the initial issuance of shares of the CORPORATION;

NOW, THEREFORE, the parties hereto intending to be legally bound in

consideration of the mutual agreements, covenants and promises contained
herein do hereby agree as follows:

1. The FIRST PARTY will become an incorporator of the CORPORATION with a

subscription of SIXTY EIGHT PERCENT (68%) of the initial issuance of shares in
the said corporation or a total of Nos. of shares(nos. of shares) of the initial
issuance of Total nos. of issues shares (nos. of shares) with a par value of ONE
PESO (Php 1.00) per share and has paid the amount of _____________, the
receipt of which is acknowledged from the date of signing this agreement;

2. The SECOND PARTY will become an incorporator of the CORPORATION with

a subscription of TWENTY PERCENT (20%) of the initial issuance of shares in the
said corporation or a total of Nos. of shares(nos. of shares) of the initial
issuance of Total nos. of issues shares (nos. of shares) with a par value of ONE
PESO (Php 1.00) per share and has paid the amount of _____________, the
receipt of which is acknowledged from the date of signing this agreement;

PRE-INCORPORATION AGREEMENT | Page 2 of 5

3. The THIRD PARTY will become an incorporator of the CORPORATION with a
subscription of TWO PERCENT (2%) of the initial issuance of shares in the said
corporation or a total of Nos. of shares(nos. of shares) of the initial issuance of
Total nos. of issues shares (nos. of shares) with a par value of ONE PESO (Php
1.00) per share and has paid the amount of _____________, the receipt of
which is acknowledged from the date of signing this agreement;

4. The FOURTH PARTY will become an incorporator of the CORPORATION with

a subscription of FOUR AND A HALF PERCENT (4.5%) of the initial issuance of
shares in the said corporation or a total of Nos. of shares(nos. of shares) of the
initial issuance of Total nos. of issues shares (nos. of shares) with a par value of
ONE PESO (Php 1.00) per share and has paid the amount of ONE HUNDRED
THOUSAND PESOS (Php 100,000.00) Philippine Currency, the receipt of which
is acknowledged from the date of signing this agreement, and will pay the
amount of THREE HUNDRED THOUSAND PESOS (Php 300,000.00) Philippine
Currency, on the ___ day of October 2019;

5. The FIFTH PARTY will become an incorporator of the CORPORATION with a

subscription of FIVE PERCENT (5%) of the initial issuance of shares in the said
corporation or a total of Nos. of shares(nos. of shares) of the initial issuance of
Total nos. of issues shares (nos. of shares) with a par value of ONE PESO (Php
1.00) per share and has paid the amount of FIVE HUNDRED THOUSAND PESOS
(Php 500,000.00) Philippine Currency, the receipt of which has been
acknowledged from the date of signing this agreement;

6. The SIXTH PARTY will become an incorporator of the CORPORATION with a

subscription of ONE HALF PERCENT (0.5%) of the initial issuance of shares in
the said corporation or a total of Nos. of shares(nos. of shares) of the initial
issuance of Total nos. of issues shares (nos. of shares) with a par value of ONE
PESO (Php 1.00) per share and has paid the amount of FIFTY THOUSAND
PESOS (Php 50,000.00) Philippine Currency, the receipt of which has been
acknowledged from the date of signing this agreement, and will pay the
amount of FIFTY HUNDRED THOUSAND (Php 50,000.00) Philippine Currency,
on the ___ day of August 2019;

7. The subscription for shares of stock in the CORPORATION shall be

irrevocable for a period of six (6) months from the date of signing this
Agreement, unless all of the other subscribers consent to the revocation, or
unless the incorporation of the CORPORATION fails to materialize within the
said period;

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 IN WITNESS WHEREOF, the parties hereto have signed this Agreement
on this 29th day of August 2019.

Tisha Zozobrado Yolanda Abellana

Sidney Urbano Alma Arnoco

Katherine Lim Arnette Bonifacio

Signed in the presence of:

Witness Witness

REPUBLIC OF THE PHILIPPINES)

CITY OF CEBU )S.S.

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in the City of Cebu this _________,
2019 personally appeared the following persons:

NAMES Govt. ID No. DATE / PLACE

ISSUED

Tisha Zozobrado

Yolanda Abellana

Sidney Urbano

Alma Arnoco

PRE-INCORPORATION AGREEMENT | Page 4 of 5

 Katherine Lim

Arnette Bonifacio

known to me the same persons who executed the foregoing instrument and
who acknowledged to me that the same is their free and voluntary act.

This instrument consists of FIVE (5) pages including this page wherein
this acknowledgment is written and signed by the parties and their
instrumental witnesses on each and every page thereof.

WITNESS MY HAND AND SEAL on the date and at the place first above-
written.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2019.

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