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 Vendor and the
remaining six by the other stockholders.

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

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

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

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

6. The sales policy of the Vendee shall be that which is normally followed by
the Vendor.

7. The Vendor will provide the technology and know-how to the Vendee, and
the latter shall pay royalties for the same.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date
above written:

_______________________ _______________________

_______________________ _______________________

_______________________ _______________________
REPUBLIC OF THE PHILIPPINES)
________________________SS

Subscribed and sworn before me in _________, on this __________day of

___________, affiant (state name of affiant), who is personally known to me and
to me known to be the same person who executed the foregoing instrument and
who exhibited to me his/her Community Tax Certificate No. ________issued
at___________on____________; and/or who was identified by me through
competent evidence of identity to be the same person who executed the
foregoing instrument and who exhibited to me his/her Passport/Driver’s License
No. __________issued at ____________ on ______________.

NOTARY PUBLIC
My commission expires on ____________
Commission serial no. _______________
Place of commission _________________
Office address ______________________
Roll No. ___________ IBP No. _________
PTR No. _____ Place _______Date______

Doc. No.________
Page No.________
Book No._______
Series of ______.