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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 U !", round #loor, lobeTelecom Plaza, Pionner cor$ %adison &t$, 'gy$ 'arang a laya, %andaluyong*ity, Philippines( “NPSI ”)+

(2) MARIA CELIA RAMONA S. MONFORT , #ilipino, of legal age, and withoffice address at , U !", round #loor, lobe Telecom Plaza, Pioneer cor$%adison &t$, 'gy$ 'arang a laya, %andaluyong *ity, Philippines

(3) [ a corporation duly organized and existing under ____________________ laws, with its principal office at ____________________( “”)$

( ach of the abo-e shall be referred to as a “P!rt" ”and, together, the“P!rt#e$ $”)

%HEREAS

(.) /P& has existing rights, titles, and interests and is de-eloping renewableenergy pro0ect1s, including a 2"%3 solar located at 'arangay #elisa, 'acolod*ity ( “&g". Fe'#$! S '!r H" r#* Pr +e t ”), connected through the 4isaya rid(“Rene-! 'e Energ" Pr +e t $ ”)+

(') %.5 . * 6 . 5.%7/. &$ %7/#75T is the ma0or stoc holders of /P& +

(*) .ll the other stoc holders of /P& , namely 5yan %artin %$ arcia, 5ia5osario #rancesca %$ arcia, sther &$ %onfort and %ary 8oy '$ racia, ha-eauthorized %aria *elia 5amona &$ %onfort to represent them and sell their shares in /P& +

(9) a-ing satisfactorily completed its due diligence, ; < is willing to

purchase all of /P& for the ac=uisition of the 5enewable nergy Pro0ect1s+ and

( ) .ccordingly, the Parties now wish to execute this .greement to pro-ide for theterms and conditions of ; < ’s purchase of /P& $

NO%, THEREFORE, THE PARTIES HERE&/ AGREE AS FOLLO%S0

1. Transaction.

!$!$#or and in consideration of the sum of _&e-en million #i-e hundred ThousandU& 9ollars (U&9 _>$2%_), /P& and its shareholders hereby underta e to sell,

assign, and transfer its shares and interests in /P& for the ac=uisition of the5enewable nergy Pro0ect1s on an as?is and where?is basis to ;

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a-oidance of doubt, in the e-ent that subse=uent payment is not paid in thetimeline specified, and in payment for /P& ’s damages and lostopportunities, /P& and its shareholders ha-e no obligation to reimburse or repay this Payment, and that ; < has no lien or right to claim thisPayment whatsoe-er$

!$!$B$ Three %illion U& 9ollars (U&9 E$"___) payable C" days uponsigning of the .greement ( “Tranche B Payment ”)

!$!$E$ Two %illion U& 9ollars (U&9 B$"% ) payable !B" days uponsigning of the .greement ( “Tranche E Payment ”)

!$!$@$ 7ne million #i-e undred Thousand U& 9ollars (U&9 !$2%) payable B!" days upon signing of the .greement ( “#inal Payment ”)

!$B$The Payment includes the purchase price of the shares in /P& in the 9eed of &ale of &hares in the form of &chedule ! to be executed by all the stoc holdersof 6P within ____________________ calendar days following the #inalPayment upon instruction by ;

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independent business decision$ /P& ma es no warranty of any ind, express or implied, on the 5enewable nergy Pro0ect1s$

4. Costs and Expenses. The Parties shall bear their own costs and expenses inre-iewing and executing this .greement$

5. Miscellaneous.

1. Notices. /otices relating to this .greement shall be gi-en in person or inwriting by email or courier, in each case ser-ed to the last pro-ided contactdetails of the recipient Party, being those at the top of this .greement untilupdated in writing$ mail notices shall be effecti-e upon actual receipt pro-en

by the Party ser-ing the notice$ *ourier notices shall be effecti-e as e-idenced by courier receipt$ Personal ser-ice shall be e-idenced by a signature of therecipient$ /o other form of notice shall be effecti-e$

2. Necessar Docu!ents. &eller agrees to sign any document reasonablyre=uested by 'uyer as necessary for the transaction, including any documentsre=uired by go-ernment agencies and authorities, including all regulatoryappro-als deemed re=uired with the 'ureau of nternal 5e-enue ( “' 5 ”) andthe &ecurities and xchange *ommission ( “& * ”) to effect the sale and transfer of ownership of interests in /P& to the 'uyer$

3. Cooperation. ach Party shall ta e all steps reasonably re=uested by any other Party to enable such other Party to discharge its obligations under this.greement$

4. Con"identialit . ach Party hereby agrees to treat as confidential this.greement, the contents of discussions between the Parties and all informationobtained as a result of entering into this .greement$ /one of the Parties mayissue or ma e any formal public announcement, press release or statementregarding this .greement or the transactions contemplated herein unless suchformal public announcement, press release, or statement is issued 0ointly by theParties+ or, prior to the release of the formal public announcement, press releaseor statement, any such Party wishing to ma e any such formal public statementfurnishes the other Parties with a copy of such formal announcement, pressrelease or statement, and obtains the appro-al of the other Parties$

5. Entire #$ree!ent. This .greement constitutes the entire agreement betweenthe Parties with respect to the sub0ect matter hereof$

%. #!end!ent. This .greement may not be amended or modified except inwriting and signed by the Parties$

&. 'epara(ilit . f any pro-ision of this .greement is declared illegal or unenforceable, its in-alidity shall not affect the other pro-isions of this.greement that can be gi-en effect without the in-alid pro-ision$ f any

pro-ision of this .greement does not comply with any law, ordinance or

regulation, such pro-ision to the extent possible shall be interpreted in such amanner to comply with such law, ordinance or regulation, or if such

/P& &hare Purchase .greement B"!2?!B?BC DPage E of C

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interpretation is not possible, it shall be deemed to satisfy the minimumre=uirements thereof$

). *o+ernin$ ,a- and Dispute Resolution. This .greement shall be go-erned byand construed in accordance with the laws of the Philippines$ .ny dispute,

contro-ersy or claim arising out of or relating to this .greement, or the breach,termination or in-alidity thereof, which the Parties fail to settle by themsel-esdespite diligent efforts, shall be referred to arbitration in accordance with thePhilippine 9ispute 5esolution *enter, nc$ ( “P95* ”) .rbitration 5ules as at

present in force$

. Counterpart 'i$nature. This .greement may be executed in any number of counterparts and by different Parties in separate counterparts$ ach counterpartwhen so executed shall be deemed to be an original and all of which together shall constitute one and the same .greement$

IN %ITNESS %HEREOF, the Parties ha-e signed this .greement as set out below$

Negr $ PH S '!r, In . ( “ NPSI ” )

____________________ M!r#! Ce'#! R!m n! S. M n rtPresident

9ate:Place:

[

____________________ /ame:

Position:9ate:Place:

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M!r#! Ce'#! R!m n! S. M n rt (forhimself and behalf of all the otherstoc holders of /P& )

____________________ M!r#! Ce'#! R!m n! S. M n rt9ate:Place:

/P& &hare Purchase .greement B"!2?!B?BC DPage 2 of C

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SCHE ULE 1

ee* S!'e S !re$

This 9eed of &ale of &hares ( “ ee* ”) is entered into on ____________________ at ____________________ by and between:

(1) ____________________ (the “Se''er ”)

and

(2) ____________________ (the “&4"er ”)$

%HEREAS :

.$ &eller is the owner of ____________________ shares in ____________________ (the “S !re$ ”), and

'$ 'uyer desires to purchase from &eller, and &eller desires to sell to 'uyer, all of the &hares$

NO%, THEREFORE , for and in consideration of the foregoing as well as thereciprocal obligations and underta ings contained herein, the parties agree as follows:

!$ #or and in consideration of the amount of ____________________, the &eller hereby sells, cedes, transfers, and con-eys all rights, interests, and titles in and to the&hares in fa-or of the 'uyer, and the 'uyer hereby purchases and ac=uires the &hares$

B$ ach of the parties hereto shall use all reasonable efforts to ta e, or cause to beta en, all appropriate actions, do or cause to be done all things necessary, proper or ad-isable under applicable law, and execute and deli-er such documents and other

papers, as may be re=uired to carry out the pro-isions of this 9eed and consummate

and ma e effecti-e the transactions contemplated by this 9eed$

E$ .ll taxes and costs, including documentary stamp taxes payable in respect of the execution of this 9eed and the capital gains tax arising from the sale of the &haresfrom the &eller to the 'uyer, shall be paid by the 'uyer$

@$ This 9eed shall be go-erned by the laws of the Philippines$

IN %ITNESS %HEREOF , the Parties ha-e signed this 9eed on the date andat the place set forth abo-e$

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[SELLER

[&U/ER

&igned in the Presence of:

____________________ ____________________

AC5NO%LE GMENT

5 PU'6 * 7# T P 6 PP / & )) &$&$

' #75 % , a /otary Public for and in ; ● < on this ; ● < day of ; ● < personallyappeared the following:

/ame *ompetent -idence of dentity

Place19ate of ssue

who were identified by me through competent e-idence of identity to be the same persons who executed the foregoing document consisting of ; ● < pages including the page where this ac nowledgement is written, and they ac nowledged to me that thesame is their true and -oluntary act and deed and that of the principal they represent$

/ 3 T/ && 3 5 7#, ha-e hereunto signed and affixed my notarial sealat the place and on the date first abo-e written$

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9oc$ /o$_____+Page /o$_____+'oo /o$ _____+&eries of "@:"@$

/P& &hare Purchase .greement B"!2?!B?BC DPage A of C

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SCHE ULE 2

A 4nt $ et!#'$ !n* In$tr4 t# n$

A 4nt N!me0

A 4nt N4m er0

C4rren "0

&!n60

S%IFT0

I&AN0

/P& &hare Purchase .greement B"!2?!B?BC DP C f C