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  • NPSI Term Sheet

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    Negros Solar PH
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    This term sheet outlines the terms for the sale of Negros PH Solar, Inc. (NPSI) to an unnamed buyer. Key points include: - The buyer will purchase 100% of NPSI, which holds rights to a 50MW solar project in the Philippines, for $7.5 million paid in four tranches. - If the second tranche of $3 million is not paid within 90 days, NPSI is not obligated to repay the first tranche of $1 million and the buyer has no claim to it. - The transfer of NPSI shares only occurs after payment of the final tranche. - Both parties will bear their own expenses and the agreement will be

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    This term sheet outlines the terms for the sale of Negros PH Solar, Inc. (NPSI) to an unnamed buyer. Key points include: - The buyer will purchase 100% of NPSI, which holds rights to a 50MW solar project in the Philippines, for $7.5 million paid in four tranches. - If the second tranche of $3 million is not paid within 90 days, NPSI is not obligated to repay the first tranche of $1 million and the buyer has no claim to it. - The transfer of NPSI shares only occurs after payment of the final tranche. - Both parties will bear their own expenses and the agreement will be

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    © All Rights Reserved
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    Download as doc, pdf, or txt
    134 views5 pages

    NPSI Term Sheet

    Uploaded by

    Negros Solar PH
    This term sheet outlines the terms for the sale of Negros PH Solar, Inc. (NPSI) to an unnamed buyer. Key points include: - The buyer will purchase 100% of NPSI, which holds rights to a 50MW solar project in the Philippines, for $7.5 million paid in four tranches. - If the second tranche of $3 million is not paid within 90 days, NPSI is not obligated to repay the first tranche of $1 million and the buyer has no claim to it. - The transfer of NPSI shares only occurs after payment of the final tranche. - Both parties will bear their own expenses and the agreement will be

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    of 5

    STRICTLY PRIVATE AND CONFIDENTIAL

    _____________________ and Negros PH Solar, Inc.


    Term Sheet
    December 29 , 2015

    This Term Sheet is between (__________or Buyer), a corporation duly organized and existing under
    Philippine laws; and Hegros PH Solar, Inc. (NPSIor Seller), a corporation duly organized and existing
    under Philippine laws. ____________ and NPSI may be collectively referred to as the Partiesand each
    individually a Party.
    The Buyer warrants that it is an accredited investor with the sophistication and means to conduct due
    diligence and can make an informed decision on this investment. Execution of this document certifies that
    the Buyer possesses adequate knowledge and experience in financial and business matters and is capable of
    evaluating the merits and risks of this prospective investment and has sought assistance from its attorneys,
    accountants and professional financial advisors. The Buyer is comfortable with its own risk analysis and
    has based its decision on its own merit.
    The due diligence material supplied by the Seller are based on a best-effort basis of its management to
    effectively capture the projected value of the company, Negros PH Solar, Inc. (NPSI) believes the thirdparty sources of information and engineering reports are reliable, however, makes no representations,
    warranties or guarantees of the accuracies thereof, nor the statement contained therein, and the decision to
    invest is at the Buyers sole risk and no liability rests on NPSI, its management and its Board of Directors
    nor its advisors for any gains or losses incurred by the Buyer relying on this information.

    Seller

    NEGROS PH SOLAR,INC. (NPSI)

    Buyer

    _____________________

    Transaction

    Buyer to purchase 100% of NPSI. NPSI holds all rights to the


    50MW solar project located at the Barangay Felisa, Bacolod City
    Solar Hybrid Project), connected through the Visayas Grid.

    NPSI - _____________________ Sheet v1


    Page 1 of 5

    STRICTLY PRIVATE AND CONFIDENTIAL

    Consideration

    Composed of the following monies equivalent to USD __7.5M_____ paid


    by the Buyer via wire transfer upon signing of this Term Sheet and the
    Share Purchase Agreement and not later than 48 hours thereafter
    (Consideration):
    o

    Tranche 1: USD _1 million shall be paid to NPSI via wire


    transfer upon signing of this Term Sheet and the Share
    Purchase Agreement and not later than 48 hours thereafter
    (Tranche 1 Payment)

    Tranche 2: USD 3 million paid by the Buyer via wire transfer


    90 days upon signing of this Term Sheet and the Share
    Purchase Agreement and not later than 48 hours thereafter
    (Tranche 2 Payment)

    Tranche 3: USD 2 million paid by the Buyer via wire transfer


    120 days upon signing of this Term Sheet and the Share
    Purchase Agreement and not later than 48 hours thereafter
    (Tranche 3 Payment)

    Tranche 4: USD 1.5million paid by the Buyer via wire


    transfer 210 days upon signing of this Term Sheet and the
    Share Purchase Agreement and not later than 48 hours
    thereafter (Tranche 4 Payment)

    NPSI has demonstrated in the financial models for Barangay Felisa Solar
    Projects that an Equity IRR of at least 17% can be reached inclusive of the
    Consideration.
    For avoidance of doubt, in the event that Tranche 2 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 the Tranche 1 Payment, and that [
    ] has no lien or right to claim
    this Payment whatsoever.
    Only after the Tranche 4 Payment will the transfer of shares of NPSI from
    Seller to Buyer be executed.

    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.

    Costs and

    Seller and Buyer shall bear their own expenses in reviewing and
    executing this transaction.

    Expenses
    Date of Execution

    This Term Sheet and the Share Purchase Agreement shall be


    executed on or before ______________.

    NPSI - _____________________ Sheet v1


    Page 2 of 5

    STRICTLY PRIVATE AND CONFIDENTIAL

    Confidentiality

    Each Party hereby agrees to treat as confidential this Term Sheet, the
    contents of discussions between the Parties and all information
    obtained as a result of entering into this Term Sheet. None of the
    Parties may issue or make any formal public announcement, press
    release or statement regarding this Term Sheet 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.

    Governing Law

    Philippines

    Dispute Resolution

    Arbitration in accordance with the Philippine Dispute Resolution


    Center, Inc. (PDRCI) Arbitration Rules as at present in force

    This Term Sheet is binding. Execution of this document signifies acceptance of all Terms by the Buyer, its
    management and Board of Directors.
    The parties have agreed and signed this Term Sheet as set out below.

    Negros PH Solar, Inc.

    ____________________
    Name:
    Position:
    Date:
    Place:

    NPSI - _____________________ Sheet v1


    Page 3 of 5

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

    STRICTLY PRIVATE AND CONFIDENTIAL

    NPSI - _____________________ Sheet v1


    Page 4 of 5

    STRICTLY PRIVATE AND CONFIDENTIAL

    NPSI - _____________________ Sheet v1


    Page 5 of 5

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