MEMORANDUM OF UNDERSTANDING

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Understanding entered into this ___ day of ______________by

and between:

CLEANTECH SOLAR ROOFTOPS INC, a corporation duly organized and

existing under the laws of the Republic of the Philippines, with principal
office address at 21/F Asian Star Building, ASEAN Drive, Filinvest
Corporate City, Alabang, Muntinlupa City, herein represented by its Chief
Operating Officer, MELVIN SIXTO C. NUBLA, CTSR;

- and -

<NAME>, of legal age, residing at <ADDRESS>, as evidenced herein

attached the valid ID in ANNEX A, CHANNEL PARTNER;

Collectively hereinafter referred to as Parties.

WITNESSETH: That

WHEREAS, CTSR is a corporation primarily engaged in the business of renewable

energy design and development, including but not limited to, solar energy;

WHEREAS, CHANNEL PARTNER is engaged in the business of selling renewable

energy systems in the Philippines;

WHEREAS, CHANNEL PARTNER has identified potential areas and prospective clients
that are ideal for its solar power equipment and devices;

WHEREAS, CTSR desires to collaborate with CHANNEL PARTNER in selling,

promoting and installing solar energy facilities and equipment in the Philippines;

WHEREAS, it has been mutually agreed and understood by the Parties that the final
and definitive terms and conditions of their collaborative efforts for the above-mentioned
facilities shall be embodied in a Memorandum of Agreement to be prepared and
executed only in the event that CTSR shall have considered and approved CHANNEL
PARTNER potential clients and solar power projects;

NOW THEREFORE, for and in consideration of the foregoing premises, and the mutual
covenants and stipulations hereinafter provided, the parties hereto have agreed as
follows:

A. Duties and Responsibilities of CTSR and CHANNEL PARTNER.

1. Both Parties shall be responsible in the negotiation and execution of an

agreement with potential clients and shall represent themselves as
business partners to the clients.

2. CTSR shall be responsible in making the project proposal, design, and

costing, supply of the goods and/or services, funding and ownership, as
well as the operation and maintenance of the solar power plant facilities.

3. CHANNEL PARTNER shall be the single point of contact between CTSR

and the potential client and provide all necessary documents and
requirements from the clients side at the expense of the CHANNEL
 PARTNER, in order to effectively design, install, commission and fund the
project.

4. CHANNEL PARTNER shall assist CTSR in the project and shall

coordinate for site inspection, design, technical evaluation of project
facilities and equipment, project cost, and commissioning of solar energy
equipment.

5. SALES COMMISSION. The CHANNEL PARTNER shall be entitled to a

sales commission, based on the rated system size multiplied by the
commission rate per kilowatt. The commission rate per kilowatt is then
computed as follows

i. Outright Sale or Engineering, Procurement, Construction

(EPC) The per kilowatt rate is one thousand pesos (P1,000.00).

The first half of the commission will be released to the CHANNEL

PARTNER upon acceptance of the Certificate of Completion (COC)
by the client while the remaining half would be right after full
payment from the client has been made.

ii. Equipment Lease Agreement (ELA) The per kilowatt rate is

seven hundred fifty pesos (P1,000.00).

The first half of the commission will be released to the CHANNEL

PARTNER upon acceptance of the Certificate of Completion (COC)
by the client. The remaining half shall be released right after the
client has paid its first monthly billing of the contract.

All commissions shall be subject to government taxes, which CTSR shall

withhold.

B. Non-execution of MOA. In the event that the parties fail to execute a MOA, all of
the parties obligations under this Memorandum of Understanding, except the
obligation on Confidentiality, shall immediately cease and deemed of no further
force and effect without the need of court intervention.

C. Limitation of Liability. The Parties shall not assume any liability with respect to
any accident to any person or any loss or damage to any person or property
under contract, tort, strict liability or otherwise under this MOU and any
subsequent agreement as may be entered into between the Parties, except with
respect to any accident, loss or damage arising from the negligent or willful acts,
omissions, or default of a party, its employees officers or agents acting within the
scope of their employment or authority. In no event shall a Party be liable under
any contract, tort, strict liability or otherwise for indirect, consequential or
incidental damages even if it has been advised of the possibility thereof,
including but not limited to loss of profits, lost business revenue, failure to realize
expected savings or other economic loss of any kind.

D. Cost and Expenses. Each party shall bear all cost and expenses incurred by it
in the performance of its obligations under this Memorandum of Understanding.
Neither party shall be entitled to claim from the other party any payment,
reimbursement or sharing with respect to such costs and expenses.

E. Notices. Each consent, approval, authorization, direction, order, notice,

notification, report, request and claim which either party is entitled to or obliged to
give or make under this Memorandum of Understanding shall be given or made
 by way of written notice to the office address of the other party provided in this
Memorandum.

F. Assignment. Neither party may assign this Memorandum of Understanding or

any of its rights and obligations hereunder without the prior written consent of the
other party.

G. Exclusivity. CTSR agrees that it will not deal directly with any prospective clients
introduced by CHANNEL PARTNER in writing unless authorized by the
CHANNEL PARTNER.

However, if the project does not materialize due to the fault or negligence of the
CHANNEL PARTNER or does not progress within six (6) months from time the
CHANNEL PARTER advised CTSR of such prospective client, CTSR will have
the option to pursue and get in touch directly with the client. In which case, the
prospective client will now be considered as a direct account and the CHANNEL
PARTNER forfeits all commissions or incentives related to the account.

H. Confidentiality. Unless required by law or by an order from a court of competent

jurisdiction, the parties herein shall hold in confidence and shall not disclose to
any third party, without the other partys consent, any information obtained from
the other party as a result of this Memorandum of Understanding which
obligation shall remain even valid and subsisting for a period of one (1) year from
the date of termination of this agreement.

I. Intellectual Property. All designs, configurations, proposals from CTSR shall

remain to be the property of the CTSR and cannot be used by any third party at
any time even after the contract has expired or pre-terminated.

J. Effectivity and Duration. This agreement shall be in effect from date of signing
of the agreement and will end by December 31, 2017.

K. Dispute Resolution. Any dispute, or claim arising out of or relating to this MOU,
or the breach, termination or invalidity thereof, shall be settled by arbitration in
accordance with the Arbitration Rules of the International Chamber of
Commerce, as present in force. Philippine law shall govern this MOU. The place
of arbitration shall be in the Philippines. The language to be used in the arbitral
proceedings shall be English.

L. Miscellaneous Provisions.

If any part, term or provision of this Agreement is held illegal or unenforceable,

unless material to this Agreement, neither the validity nor enforceability of the
remainder of this Agreement shall be affected.

This Agreement may not be amended for any reason without the prior written
agreement of both parties and shall be made in writing. Any modifications not in
writing shall not be considered.

IN WITNESS WHEREOF, the parties hereto have signed these presents in

_____________ on the date first written above.
 CLEANTECH SOLAR ROOFTOPS, INC. <CHANNEL PARTNER>
BY: BY:

MELVIN SIXTO C. NUBLA <NAME>

Chief Operating Officer <Designation>

Signed in the presence of:

_________________________ ___________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

CITY OF MAKATI ) S.S.

Before me a Notary Public, for and in the City of Makati, this ________ day of
_____________, personally appeared the following:

NAME Competent Evidence of Identity

Melvin Sixto C. Nubla

known to me and to me known to be the same persons who executed the foregoing
Memorandum of Agreement consisting of three (3) pages (excluding annexes) including
the page whereon this acknowledgment is written and they acknowledged to me that
the same is their free and voluntary act and deed and that of the corporation/entity
herein represented.

Doc No. ____;

Page No. ____;
Book No. ____;
Series of 2017.