SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (the "Agreement") is entered in April 15,

2019, by:

1. Monsanto Organics Corporation (“Vendor”), a corporation duly incorporated

and existing under the Philippine Corporation Code, with its registered office
at 777 Taft Avenue, Manila, Philippines.

AND

2. Puting Tupa, Inc. ("Vendee"), a corporation duly incorporated and existing

under the Philippine Corporation Code, with its registered office at
____________________, Philippines.

THIS AGREEMENT WITNESSES that in consideration of the warranties and

payments herein set out and provided for, the parties hereto agree as follows:

Article 1
Purchased Shares and Purchase Price

1. Subject to the terms and conditions hereof, the Vendor agrees to sell to the
Purchaser and the Purchaser agrees to purchase from the Vendor the
_______% Shares.

2. The purchase price payable by the Vendee to the Vendor for the Purchased
Shares shall be __________.

Article 2
Warranties of the vendor

1. The Vendor warrants as follows and acknowledges that the Purchaser is

relying upon such warranties in connection with the purchase by the
Vendee of the Purchased Shares:
(a) No person, firm or corporation has any agreement or option, or any right or
privilege capable of becoming an agreement or option for the purchase
from the Vendor of any of the Shares

(b) The Vendor is the registered and beneficial owner of the Shares, with good
and marketable title thereto, free and clear of any pledge, lien, charge,
encumbrance or security interest of any kind and the Vendor has the power
and authority and right to sell the Shares in accordance with the terms of
this Agreement.

(c) The Vendor agrees to indemnify the Vendee for any loss whatsoever arising
out of, under or pursuant to any material loss suffered by the Vendee as a
result of any breach or inaccuracy of representation or warranty in this
Agreement.

Article 3
General

1. Three of the nine directors shall be designated by the Vendee and the
remaining six by the other stockholders.

2. One of the three members of the Executive Committee shall come from the
Vendee.

3. The vote of seven out of nine directors is required in corporate acts.

4. 75% super-majority vote is required for the amendment of the articles and
by-laws.

5. The Vendee has the right to designate the president and plant manager.

6. The sales policy of the “Acquiring Group” shall be that which is normally
followed by the Vendee.

7. The Vendee will provide the technology and know-how to the “Acquiring
Group,” and the latter shall pay royalties for the same.
 IN WITNESS WHEREOF the parties have executed this Agreement as of the date
above written:

_______________________ _______________________

_______________________ _______________________

_______________________ _______________________

Doc. No. __;

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