JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT ("Agreement"), made and entered into as of this
___th day of July 2021, by and between:

S&B Power Corporation, a Corporation registered and organized under the

laws of the Republic of the Philippines, with principal office address at 17-A Culdesac
St. Soriano BF Homes, Paranaque City, represented by its President and Chief
Executive Officer- Dr. Woody Len B. Bunag, herein referred to as the “FIRST PARTY”;

-AND-

_______________________ , _______________________, with address at

_________________________, herein referred to as the “SECOND PARTY”;

Whereas the FIRST PARTY is the registered, legal and lawful owner of a 2 MW
Hydropower project located at Brgy. Hagan, Municipality of Bongabong, Province of
Mindoro, Philippines, and is actively looking for a funder/financer/ investor to pour in
financial resources to commence the development costs of this project;

Whereas the SECOND PARTY represented that they are a reputable financial
institution and expressed its desire to have a joint venture with the FIRST PARTY in the
capacity of a funder/financer/ investor, at the same time willing to share its financial
resources to the FIRST PARTY;

NOW, THEREFORE, the PARTIES mutually agree and bind themselves to this
JOINT VENTURE AGREEMENT under the following terms and conditions-

ARTICLE I. GENERAL PROVISIONS:

1.01 Business Purpose.  The business of the Joint Venture shall be to commence the
construction of the FIRST PARTY’s project as described above with the SECOND
PARTY as the funder/financer/ investor.

1.02 Term of the Agreement.  This Joint Venture shall commence on _______________
and shall continue in existence until the completion of the project and ready for
operations.

ARTICLE II. GENERAL DEFINITIONS:

The following comprise the general definitions of terms utilized in this Agreement:

2.01 Project- 2 MW Hydropower project located at Brgy. Hagan, Municipality of

Bongabong, Province of Mindoro, Philippines,

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2.02 Facilities- all structure for construction thereat that will cause the Project to run its
purpose and function.

2.03 Capital Contribution(s).  the capital contribution to the Joint Venture actually made
by the SECOND PARTY is defined as cash contribution/s in the form of equity and/or
debt.  It is understood the funding for this project will be in the amount of
P__________________ as total project costs. The PARTIES have agreed that an initial
amount of FIFTY PERCENT (50%) shall be advanced as seed money for upon signing
of this Agreement.

2.04 Mode of Payments. Shall mean the SECOND PARTY’s payment in traches to the
FIRST PARTY on a quarterly basis, first payment shall follow upon signing of this
Agreement.

2.05 Join Venturers. Term collectively referring to the “PARTIES”.

2.06 Affiliates. They maybe the suppliers, contractors, consultants and the like who shall
be of value and significant role/contribution to the success of the venture.

 ARTICLE III. OBLIGATIONS and RESPONSIBILITIES OF THE JOINT VENTURERS:

3.01 Obligations.  The FIRST PARTY shall be responsible for the on-site operations of
the business and will disburse funds according to a budget pre-approved by the
PARTIES. Any expenditure of funds not previously approved by the PARTIES will be
submitted for approval at the time of the request. During the project construction stage,
FIRST PARTY shall be the “Project Manager” in order to ascertain that the design of the
Project is fully implemented. Once the Project is fully operational, The FIRST PARTY
shall also sit as the management arm of the Project since it is well-versed with the
technology used thereat. FIRST PARTY shall be nominated as “President and Chief
Executive” (unopposed by the SECOND PARTY), with proper compensation and
benefits in accordance with the industry standard practice.

3.02 Responsibilities.  The SECOND PARTY shall provide the funding for the Joint
Venture to cover the development costs.  This funding will include but not be limited to;
the construction of facilities, operational working capital, storage of the raw materials,
marketing expenses, documentation expenses and out-of-pocket expenses such as
travel and payment for governmental fees to accomplish the goals of the Joint Venture.

ARTICLE IV. OWNERSHIP PERCENTAGE:

4.01 By signing this Agreement, Joint Venturers agreed before hand that EIGHTY FIVE
PERCENT (85%) shares shall be owned by SECOND PARTY as the majority stock
holder and FIFTEEN PERCENT (15%) shares shall be owned by the FIRST PARTY as
the minority stock holder.

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ARTICLE V. RIGHTS AND DUTIES OF THE JOINT VENTURERS:

5.01 Business of the Joint Venture. FIRST PARTY shall have the authority and
discretion in the management and control of the day to day operation of the business of
the Joint Venture for the purposes herein stated and shall make all decisions affecting
the business of the Joint Venture provided both PARTIES have pre-approved or jointly
agreed on such actions in advance and it is in the clear best interest of the venture.
FIRST PARTY will not make any decisions that would in any way benefit FIRST PARTY
only, or in any way to the detriment of the SECOND PARTY.   

As such, any action taken shall constitute the act of, and serve to bind, the Joint
Venture. FIRST PARTY shall manage and control the affairs of the Joint Venture to the
best of its ability and shall use its best efforts to carry out the business of the Joint
Venture.  

ARTICLE VI. AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF

THE JOINT VENTURERS:

6.01 Validity of Transactions.  Affiliates of the PARTIES to this Agreement may be

engaged to perform services for the Joint Venture.  The validity of any transaction,
agreement or payment involving the Joint Venture and any Affiliates of the PARTIES to
this Agreement otherwise permitted by the terms of this Agreement shall not be affected
by reason of the relationship between them and such Affiliates or the approval of said
transactions, agreement/s or payment/s.

6.02 Other Business of the PARTIES to this Agreement.  The PARTIES to this
Agreement and their respective Affiliates may have interests in businesses other than
this Joint Venture business.  The Joint Venture shall not have the right to the income or
proceeds derived from such other business interests even if they are competitive with
the Joint Venture business, unless such business interests shall be within the Philippine
territory.  

ARTICLE VII. PAYMENT OF EXPENSES:

7.01 Expenses. All expenses of the Joint Venture shall be paid by SECOND PARTY.  A
complete accounting of all income and expenses will be provided to FIRST PARTY by
SECOND PARTY on a monthly basis.

ARTICLE VIII. INDEMNIFICATION OF THE JOINT VENTURERS:

8.01 Indemnification. The PARTIES to this Agreement shall have no liability to the other
for any loss suffered which arises out of any action or inaction if, in good faith or if
losses resulting from Acts of God or force majeure. However, the same shall be
determined that such course of conduct was in the best interests of the Joint Venture

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and such course of conduct did not constitute gross negligence or willful misconduct, for
this non-liability clause to apply.  The PARTIES to this Agreement shall each be
indemnified by the other against losses, judgments, liabilities, expenses and amounts
paid in settlement of any claims sustained by it in connection with the Joint Venture, as
determined by the law.
ARTICLE IX. DISSOLUTION:

9.01 Events of the Joint Venturers.  The Joint Venture shall be dissolved upon the
happening of any of the following events: (a) The adjudication of bankruptcy (b)
Withdrawal or removal of either of the PARTIES (c) The sale or other disposition, not
including an exchange of all, or substantially all, of the Joint Venture assets (d) Mutual
agreement of the PARTIES. Whatever disbursed amount by the SECOND PARTY, the
FIRST PARTY is not liable or obligated to make a refund instead, the assets of the
JOINT Venture shall be liquidated to compensate the SECOND PARTY, if available.

ARTICLE X. MISCELLANEOUS PROVISIONS:

10.01 Books and Records.  The Joint Venture shall keep adequate books and records
at its place of business at __________________________ setting forth a true and
accurate account of all business transactions arising out of and in connection with the
conduct of the Joint Venture.

10.02 Validity.  In the event that any provision of this Agreement shall be held to be
invalid, the same shall not affect in any respect whatsoever the validity of the remainder
of this Agreement.

10.03 Integrated Agreement.  This Agreement constitutes the entire understanding and
agreement between the PARTIES hereto with respect to the subject matter hereof, and
there are no agreements, understandings, restrictions or warranties among the
PARTIES other than those set forth herein provided for.

10.04 Document Hand-over. The FIRST PARTY shall facilitate the seamless hand-over
of documents to the SECOND PARTY in original copy, upon signing of this Agreement
as a sign of good faith and relinquishment of ownership. SECOND PARTY shall have
the option to change the same to its name, or remain it as is.

10.05 Notices.  Except as may be otherwise specifically provided in this Agreement, all
notices required or permitted hereunder shall be in writing and shall be deemed to be
delivered to the addresses mentioned above.

10.06 Applicable Law and Venue.  This Agreement shall be construed and enforced
under the laws of the Philippines. Any law suit shall be filed at Paranaque City, Metro
Manila courts only.

10.07 Other Instruments.  The PARTIES hereto covenant and agree that they will
execute each such other and further instruments and documents as are or may become

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reasonably necessary or convenient to effectuate and carry out the purposes of this
Agreement.

IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the
day and year first above written.  

S&B Power Corporation ________________

BY: BY:

DR. WOODY LEN B. BUNAG _____________________

President/CEO _____________________

Witnesses:
________________________ _________________________

ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES)
__________, Metro Manila ) S. S

In ________________, Metro Manila, on this ______ day of ______, 2020

personally appeared the following:
Name Government issued ID no Issued on/issued at/valid
until
DR. WOODY LEN B.
BUNAG

known to be the same persons who executed the foregoing instrument and
Acknowledgement to me that the same is their true and voluntary act and deed.
Witness my hand and seal on the date and place above stated.

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 Doc. No. ____
Page No. ____
Book No.____
Series of 2020

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