NPSI Term Sheet

8/17/2019 NPSI Term Sheet

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STRICTLY PRIVATE AND CONFIDENTIAL

_____________________ and Negros PH Solar, Inc.

Term See!Decem"er #$ , #%&'

This Term Sheet is between (“ __________ ”or “Buyer ”), a corporation duly organized and existing under Philippine laws; and egros P Solar, !nc" (“ #PS!”or “Seller ”), a corporation duly organized and existingunder Philippine laws" ____________ and #PS! may be collecti$ely re%erred to as the “Parties”and eachindi$idually a “Party"”

The Buyer warrants that it is an accredited in$estor with the sophistication and means to conduct due

diligence and can ma&e an in%ormed decision on this in$estment" 'xecution o% this document certi%ies that

the Buyer possesses adeuate &nowledge and experience in %inancial and business matters and is capable o%

e$aluating the merits and ris&s o% this prospecti$e in$estment and has sought assistance %rom its attorneys,accountants and pro%essional %inancial ad$isors" The Buyer is com%ortable with its own ris& analysis and

has based its decision on its own merit"

The due diligence material supplied by the Seller are based on a beste%%ort basis o% its management toe%%ecti$ely capture the pro*ected $alue o% the company, #egros P Solar, !nc" (#PS!) belie$es the third

party sources o% in%ormation and engineering reports are reliable, howe$er, ma&es no representations,

warranties or guarantees o% the accuracies thereo%, nor the statement contained therein, and the decision to

in$est is at the Buyer ’s sole ris& and no liability rests on #PS!, its management and its Board o% +irectors

nor its ad$isors %or any gains or losses incurred by the Buyer relying on this in%ormation"

Seller #'-.S P S./0-,!#1" (#PS!)

()*er _____________________

Transac!+on Buyer to purchase 2334 o% #PS!" #PS! holds all rights to the

5367 solar pro*ect located at the Barangay 8elisa, Bacolod 1ity

Solar ybrid Pro*ect), connected through the 9isayas rid"

#PS! _____________________ Sheet : $2

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Cons+dera!+on 1omposed o% the %ollowing monies eui$alent to S+ __ hourstherea%ter (“Tranche = Payment”)

#PS! has demonstrated in the %inancial models %or Barangay 8elisa SolarPro*ects that an 'uity !-- o% at least 2


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Con+den!+al+!* 'ach Party hereby agrees to treat as con%idential this Term Sheet, the

contents o% discussions between the Parties and all in%ormation

obtained as a result o% entering into this Term Sheet" #one o% the

Parties may issue or ma&e any %ormal public announcement, press

release or statement regarding this Term Sheet or the transactions

contemplated herein unless such %ormal public announcement, pressrelease, or statement is issued *ointly by the Parties; or, prior to the

release o% the %ormal public announcement, press release or

statement, any such Party wishing to ma&e any such %ormal public

statement %urnishes the other Parties with a copy o% such %ormal

announcement, press release or statement, and obtains the appro$al

o% the other Parties"

/o0ern+ng La1 Philippines

D+s-)!e Resol)!+on 0rbitration in accordance with the Philippine +ispute -esolution

1enter, !nc" (“P+-1!”) 0rbitration -ules as at present in %orce

This Term Sheet is binding" 'xecution o% this document signi%ies acceptance o% all Terms by the Buyer, itsmanagement and Board o% +irectors"

The parties ha$e agreed and signed this Term Sheet as set out below"

____________________ Name:Position:Date:Place:

Negros PH Solar, Inc.

____________________ Maria Celia Ramona S. MonfortPresidentDate:Place:

#PS! _____________________ Sheet : $2 Page 3 o% 5


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#PS! _____________________ Sheet : $2 Page 4 o% 5


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#PS! _____________________ Sheet : $2 Page 5 o% 5

Documents

NPSI Term Sheet