Npsi - Spa - Edited

8/17/2019 Npsi - Spa - Edited

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SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made on

____________________ at ____________________ by and among:

(1) NEGROS PH SOLARENERGY LOGICS PHILIPPINES, INC., acorporation duly organized and existing under Philippine laws, with its principal

office at The U!", round #loor, lobe Telecom Plaza, Pionner cor$ %adison

&t$, 'gy$ 'aranga laya, %andaluyong *ity Penthouse, +et uad 'uilding, - th

./enue corner 0"th &t$, 12&3uare *rescent Par 4est, 'onifacio lobal *ity,

Taguig *ity, Philippines (“NPSIELPI”)5

(2) MARIA CELIA RAMONA S. MONFORTMARCO XAIER !ELGA!O,

#ilipino, of legal age, and with office address at The Penthouse, +et uad

'uilding, -th ./enue corner 0"th &t$, 12&3uare *rescent Par 4est, 'onifacio

lobal *ity, Taguig *ity, Philippines (“MX!”),5 U!", round #loor, lobeTelecom Plaza, Pioneer cor$ %adison &t$, 'gy$ 'aranga laya, %andaluyong

*ity, Philippines

(") #OINT RESEARCH AN! !EELOPMENT CORPORATION (“#R!C”),

a corporation duly organized and existing under Philippine laws, with office at

The Penthouse, +et uad 'uilding, -th ./enue corner 0"th &t$, 12&3uare

*rescent Par 4est, 'onifacio lobal *ity, Taguig *ity, Philippines5 and

($) % & a corporation duly organized and existing under

____________________ laws, with its principal office at

____________________ (“ ”)$

(1ach of the abo/e shall be referred to as a “P'rt” and, together, the

“P'rte*$”)

+HEREAS

(.) +P&16P has existing rights, titles, and interests and is de/eloping renewable

energy pro7ect8s, including a 9"!0%4 wind and !""%4 solar located at

'arangay #elisa, 'acolod *itythe %unicipalities of 'urgos and Pasu3uin, locos

+orte (“g. Fe-*'P'*/n +n0S-'r H3r0 Pr4e5t

”), connected throughthe ;isaya6uzon rid (“Rene6'3-e Energ Pr4e5t7*”)5

(') %.


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(1) .ccordingly, the Parties now wish to execute this .greement to pro/ide for the

terms and conditions of C D’s purchase of +P&16P$

NO+, THEREFORE, THE PARTIES HEREY AGREE AS FOLLO+S8

1. Transaction.

!$!$#or and in consideration of the sum of Twenty %illion

________________________ U& ?ollars (U&?

____________0",""","""$""), +P&16P and its shareholders hereby

undertae to sell, assign, and transfer its shares and interests in +P&16P for

the ac3uisition of the ?, @.&,


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E$ This .greement is legal, /alid, and binding on each Party and is enforceable in

accordance with its terms and conditions5 and

0$ The execution and deli/ery of this .greement and the performance of each

Party’s obligations under this .greement ha/e been duly authorized by all the

necessary actions and appro/als$

-$ 1ach Party undertaes that itself, its directors, officers or employees ha/e not

offered, promised, gi/en, authorized, solicited or accepted any undue pecuniary

or other ad/antage of any ind (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 taen reasonable measures to pre/ent subcontractors, agents or any other

third parties, sub7ect to its control or determining influence from doing so$

3. Independent Business Decision. +P&16P has pro/ided documents on the

?, @.&,


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regarding this .greement or the transactions contemplated herein unless such

formal public announcement, press release, or statement is issued 7ointly by the

Parties5 or, prior to the release of the formal public announcement, press release

or statement, any such Party wishing to mae any such formal public statement

furnishes the other Parties with a copy of such formal announcement, press

release or statement, and obtains the appro/al of the other Parties$

5. Entire #$ree!ent. This .greement constitutes the entire agreement between

the Parties with respect to the sub7ect matter hereof$

%. #!end!ent. This .greement may not be amended or modified except in

writing 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 a

manner to comply with such law, ordinance or regulation, or if such

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

re3uirements thereof$

). *o+ernin$ ,a- and Dispute Resolution. This .greement shall be go/erned by

and 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/es

despite diligent efforts, shall be referred to arbitration in accordance with the

Philippine ?ispute


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Negr* PH S-'rEnerg Lg5*

P9-::ne*, In5. (“NPSIELPI”)

____________________ M'r5 X. !e-g'0M'r' Ce-' R'mn'

S. Mn;rt

President

?ate:

Place:

% &

____________________ +ame:

Position:

?ate:

Place:

M'r' Ce-' R'mn' S. Mn;rt5 X.

!e-g'0 (for himself and behalf of all the

other stocholders of +P&16P)

____________________

M'r5 X. !e-g'0M'r' Ce-' R'mn'

S. Mn;rt

?ate:

Place:

#nt Re*e'r59 'n0 !e


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SCHE!ULE 1

!ee0 ; S'-e ; S9're*

This ?eed of &ale of &hares (“!ee0”) is entered into on

____________________ at ____________________ by and between:

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

and

(2) ____________________ (the “er”)$

+HEREAS:

.$ &eller is the owner of ____________________ shares in

____________________ (the “S9'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 the

reciprocal obligations and undertaings 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 ac3uires the &hares$

E$ 1ach of the parties hereto shall use all reasonable efforts to tae, or cause to be

taen, 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 re3uired to carry out the pro/isions of this ?eed and consummate

and mae effecti/e the transactions contemplated by this ?eed$

0$ .ll taxes and costs, including documentary stamp taxes payable in respect of

the execution of this ?eed and the capital gains tax arising from the sale of the &hares

from the &eller to the 'uyer, shall be paid by the 'uyer$

-$ This ?eed shall be go/erned by the laws of the Philippines$

IN +ITNESS +HEREOF, the Parties ha/e signed this ?eed on the date and

at the place set forth abo/e$

+P& 16P &hare Purchase .greement E"!92!E"2EF"9 G %>?, @.&,


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%SELLER&

%UYER&

&igned in the Presence of:

____________________ ____________________

AC=NO+LE!GMENT


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?oc$ +o$_____5

Page +o$_____5

'oo +o$ _____5

&eries of "-:"-$



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SCHE!ULE 2

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A55nt Nm3er8

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