Energea
Portfolio 3 Africa LP
AUTHORIZING
RESOLUTION
Class
A Investor
June
6, 2025
Prior
to the date hereof, the Company elected to statutorily convert from a limited
liability company organized under the laws of the State of Delaware to a
limited partnership organized under the laws of the State of Delaware. In
connection with such conversion, each then issued and outstanding class A
investor share was automatically converted into one issued and outstanding
Class A Investor Share (as defined below) and this Authorizing Resolution
amends and restates that the authorizing resolution creating the class A
investor shares to reflect changes made to the Offering Circular since its
initial filing and to reflect the creation of the Class B Investor Shares,
Class C Investor Shares, Class D Investor Shares and Class I Investor Shares
(collectively, the "Reg D Investor Shares") under authority granted
under the Partnership Agreement and the authorizing resolution creating the class
A investor shares.
The
undersigned, being the General Partner of Energea Portfolio 3 Africa LP, a
Delaware limited partnership (the "Company"), hereby adopts the
following resolutions as an "Authorizing Resolution" pursuant to Section
3.02 of the Limited Partnership Agreement dated June 6, 2025 (the "Partnership
Agreement"):
1.
Definitions. Capitalized terms that are not otherwise defined in
this Authorizing Resolution shall have the meanings given to them in the Partnership
Agreement.
2.
Authorization of Class. The Company shall have the authority to
issue up to 500,000,000 Investor Shares, all of which are designated as "Class
A Investor Shares" having no par value with the rights, preferences,
powers, privileges and restrictions, qualifications and limitations set forth
herein. The Class A Investor Shares shall rank pari passu with the Reg D
Investor Shares.
3.
Distributions.
3.1.
Definitions. The following definitions shall apply for purposes
of this Section 3:
3.1.1.
"Actual IRR" means the actual IRR of the Projects, Loans and/or
Company Investment based on the Estimated NOI.
3.1.2.
"Adjusted NOI" means the Estimated NOI multiplied by the
Adjustment Percentage.
3.1.3.
"Adjustment Percentage" means, for that percentage which, when multiplied
by the Distributable Cash Flow, would yield an IRR of seven percent (7%) rather
than the Actual IRR.
3.1.4.
"Capital Contribution" means (i) for a Holder who acquired his,
her, or its Class A Investor Shares directly from the Company, the amount paid
for such Class A Investor Shares and (ii) for a Holder who acquired his, her,
or its Class A Investor Shares from another person, the amount paid by the
person who originally purchased such Class A Investor Shares from the Company.
3.1.5.
"Capital Transaction" means any sale, refinancing, or other
transaction involving one or more Projects that is customarily considered as
capital.
3.1.6.
"Company Investment" means an investment in government bonds made
by the Company.
3.1.7.
"Distributable Cash Flow" means (i) the sum of (A) all interest
payments received by the Company from any Loans or Company Investments and (B)
the cash flow from received by the Company from Projects and (C) penalties paid
by contractors to the Company in the event that the agreement with such
contractor requires it make penalty payments to the Company less (ii) all
expenses of the Company incurred in connection with the operation and business
of the Company (including but not limited to debt service and the fees and
charges payable to the General Partner and its affiliates) as well as any
reserves established for future needs as the General Partner shall determine.
For purposes of clarity it is acknowledged and agreed that any repayment of
principal of any Loans or any Company Investments shall not constitute Distributable
Cash Flow and the General Partner may utilize the amount received from any
repayments of principal of Loans and Company Investments for any purpose or
activities permitted under the Partnership Agreement.
3.1.8.
"Estimated NOI" means, for (i) any Loan and/or Company
Investment, the projected monthly interest payments receivable from such Loan
and/or Company Investment and (ii) any Project, the projected monthly cash
flows of such Project, both positive (returns) and negatives (investments) over
its anticipated life, as, in each case, such projected cash flows may change
from time to time in the discretion of the General Partner. For purposes of
clarity it is acknowledged and agreed that any repayment of principal of any
Loans or any Company Investments shall not constitute Distributable Cash Flow
and the General Partner may utilize the amount received from any repayments of
principal of Company Loans and Company Investments for any purpose or
activities permitted under the Partnership Agreement.
3.1.9.
"Holder" means a Limited Partner who owns any Class A Investor
Shares.
3.1.10.
"Investor IRR" means, for any Holder, the IRR calculated on the
Capital Contribution of such Holder (or such Holder's predecessor(s) in
interest), measured from the date such Holder was admitted to the Company
(provided that for these purposes, the Company may assume that each Holder
admitted to the Company during a month was admitted on the last day of such
month) and taking into account all distributions made with respect to such
Holder (or such Holder's predecessor(s) in interest).
3.1.11.
"IRR" means internal rate of return calculated using Microsoft
Excel.
3.1.12.
"Loan" means any loans made by the Company to any person or
entity that will be used for the creation, development, operation or working
capital of a solar energy project.
3.1.13.
"Net Capital Proceeds" means the proceeds from any Capital
Transaction minus (i) the expenses the Company and its subsidiaries incur with
respect to the Capital Transaction, (ii) any repayments of debt made in
connection with the Capital Transaction, (iii) brokerage commissions, and (iv)
other costs customarily taken into account in calculating net proceeds, and
after establishing such reserves against future needs as the General Partner
shall determine.
3.1.14.
"Project" means a solar energy project owned by the Company,
directly or indirectly through a subsidiary; provided that for purposes of
clarity, Projects shall include any entities in which the Company owns an
equity interest even if it is not a controlling equity interest.
3.2.
Distributions of Distributable Cash Flow. Within thirty (30) days
after the end of each calendar month, the Company shall (if determined by the
General Partner in its sole and absolute discretion) distribute Distributable Cash
Flow as follows:
3.2.2.
Second,
if for any previous month the Distributable
Cash Flow was less than the Adjusted NOI, an amount equal to the aggregate
shortfall, plus interest calculated at an annual rate of seven percent (7%),
compounded monthly, shall be distributed to the Holders and the Reg D Holders on
a pari passu basis, to the extent not previously distributed to the Holders and
the Reg D Holders.
3.2.3.
Third, any remaining Distributable Cash Flow shall be distributed
seventy (70%) percent to the Holders and the Reg D Holders on a pari passu
basis and thirty (30%) percent to the holders of the Common Shares.
3.3.
Distributions of Net Capital Proceeds. Within ninety (90) days
after a Capital Transaction, the Company shall (if determined by the General
Partner) distribute the Net Capital Proceeds from such Capital Transaction as
follows:
3.3.1.
First, the Holders and the Reg D Holders on a pari passu basis shall
receive the lesser of (i) all of the Net Capital Proceeds, or (ii) the amount
required for each Holder and Reg D Holder to achieve an Investor IRR of seven percent
(7%) with respect to the Project in question.
3.3.2.
Second, any remaining Net Capital Proceeds shall be distributed seventy
(70%) percent to the Holders and the Reg D Holders on a pari passu basis and
thirty (30%) percent to the holders of the Common Shares.
3.4.
Special Rule for Under-Performing Projects. If the Company has
disposed of a Project and Holders and the Reg D Holders did not achieve an
Investor IRR of at least seven percent (7%) from a Capital Transaction, then
the General Partner shall adjust distributions from remaining Projects, Loans
and/or Company Investments to make up the shortfall, if possible.
3.5.
Distributions Among Holders. Unless otherwise indicated, any
distributions to be made to the Holders and the Reg D Holders as a group, or to
the holders of Common Shares as a group, shall be made pro rata based on the
number of shares owned. However, the General Partner may adjust the amount
distributed to each Holder if the Class A Investor Shares owned by such Holder
were not outstanding during the entire period to which the distribution
relates.
3.6.
Calculations. All calculations required by this Section 3
shall be made by an accounting firm selected by the General Partner, and, in
the absence of fraud, its calculation shall be final and not subject to
dispute.
4.
Price. The initial issuance of each Class A Investor Shares was
offered to the public for One Dollar ($1.00) for each Class A Investor Share.
After this initial issuance and after the date hereof, the price per Class A
Investor Shares was and will be increased or decreased by the General Partner based
on changes in the net present value as more fully described in the Offering
Circular.
5.
Manner of Offering. The Class A Investor Shares were and shall
be offered to the public in an offering under Tier 2 of Regulation A issued by
the Securities and Exchange Commission. However, Class A Investor Shares may
also be offered and sold publicly or privately in other offerings as determined
by the General Partner.
6.
Right to Request Purchase of Shares.
6.1.
In General. Subject to the provisions of this Section 6,
by giving notice to the Company, a Holder who has owned his, her, or its Class
A Investor Shares may request that the Company purchase, or arrange for the
purchase, of all or any number of the Class A Investor Shares owned by such Holder.
If such notice does not otherwise provide, it shall be deemed to be a request
for the sale of all, but not less than all, of the Class A Investor Shares
owned by such Holder. If such notice is received by the fifteenth (15th) day
of a calendar month, the Company shall use commercially reasonable efforts to
arrange for such purchase by the end of such month; if such notice is after the
fifteenth (15th) day of a month, the Company shall use commercially reasonable
efforts to arrange for such purchase by the end of the following month. The
provisions of Section 8.02 of the Partnership Agreement shall not apply to any
transfer of Class A Investor Shares pursuant to this Section 6.
6.2.
Limitations. In seeking to accommodate a request made pursuant to
Section 6.1, the Company shall not be required to (i) purchase the Class
A Investor Shares for its own account, (ii) borrow money or dispose of assets
to fund such purchase, or (iii) take any other action that would, in the sole
discretion of the Company, be adverse to the interests of the Company or its
other Partners.
6.3.
Legal Limitation. The Company shall not be obligated to seek to
arrange for the purchase of Class A Investor Shares that the Company would not
legally be permitted to redeem under Delaware law.
6.4.
Priority. The Company shall consider requests made pursuant to Section
6.1 and Section 6.1 of the Authorizing Resolution creating the Reg D Investor
Shares dated as of the date hereof in the order in which such requests are
received.
6.5.
Failure to Purchase. If the Company is unable to purchase or
arrange for the purchase of Class A Investor Shares as provided in this Section
6.1 by the dates specified in Section 6.1, the Holder may either
rescind his, her, or its request or maintain the request for the following
month.
6.6.
Price. Unless otherwise agreed in writing between the selling
Holder and the buyer, the price per share of Class A Investor Shares purchased
and sold pursuant to this Section 6 shall be the then current net
present value of the Company, as more fully described in the Offering Circular.
7.
Redemption Plans. The Company currently maintains a redemption
plan as described in the Offering Circular (such redemption plan or any other
similar plan adopted by the Company, a "Redemption Plan"). If a Holder
desires to transfer any Class A Investor Shares and at such time, the Company
has any Redemption Plan in place, the Holder shall comply with terms and
conditions of the Redemption Plan prior to instituting any request pursuant to Section
6.
8.
Amendment of Rights. The Company shall not amend, alter or repeal
the preferences, special rights, or other powers of the Class A Investor Shares
so as to affect adversely the Class A Investor Shares vis-à-vis the Common
Shares or any other series of Investor Shares, without the consent of the
holders of a majority of the then-outstanding Class A Investor Shares with each
Class A Investor Share having one vote per Class A Investor Share.
9.
Other Classes. The Company may issue one or more series of
Investor Shares with rights superior to those of the Class A Investor Shares,
provided that Shares of such series may not be owned by the General Partner or
its affiliates. Without limiting the preceding sentence, the Company may issue
a series of Investor Shares whose holders have the right to receive
distributions before any distributions are made to the holders of the Class A Investor
Shares.
10.
Preemptive Rights. Holders shall have no preemptive rights or
other rights to subscribe or purchase additional securities of the Company.
[Signature
Page to follow]