Energea Portfolio 3 Africa LP
INVESTMENT
AGREEMENT
This
is an Investment Agreement (this "Investment Agreement"), is being
delivered by the purchase identified on the Investor Information Statement
attached hereto as Exhibit A (the "Purchaser") to Energea
Portfolio 3 Africa LP, a Delaware limited partnership (the "Company").
Background
I. The
Company is offering for sale Class A Investor Shares pursuant to an Offering
Circular initially filed with the United States Securities and Exchange
Commission on June 17, 2024, as amended by the Post-Qualification Amendment No.
1 filed on June 6, 2025 and any other amendments after such date (collectively,
the "Disclosure Document").
II. Prior
to June 5, 2025, the Company was a limited liability company formed under the
laws of the State of Delaware, but on such date, the Company statutorily
converted into a limited partnership organized under the laws of the State of Delaware.
In connection with the above described conversion, the partners of the Company
became parties to that certain Limited Partnership Agreement dated as of June 6,
2025.
1.
Defined Terms. Capitalized terms that are not otherwise defined
in this Investment Agreement have the meanings given to them in the Disclosure
Document. The Company and/or the General Partner are sometimes referred to
using words like "we" and "our," and Purchaser is sometimes referred to using
words like "you" and "your."
2.
Purchase of Shares. Subject to the terms and conditions of this
Investment Agreement and if your proposed subscription is accepted by the
Company in its sole discretion, the Company hereby agrees to sell to you, and
you hereby agree to purchase from the Company, that number of Class A Investor
Shares set forth on the Investor Information Sheet, for the price set forth on
the Investor Information Sheet. We refer to your Class A Investor Shares
subscribed for hereunder as the "Shares." You will be admitted as a Limited Partner at the time
this Investment Agreement is accepted and executed by the General Partner and
the payment for your Shares is received by the Company and you hereby irrevocably
agree to be bound by the Partnership Agreement as a Limited Partner and to
perform all obligations contained in the Partnership Agreement.
3.
No Right to Cancel. You do not have the right to cancel your
subscription or change your mind. Once you sign this Investment Agreement, you
are obligated to purchase the Shares if your subscription is accepted by the
Company, no matter what.
4.
Our Right to Reject Investment. In contrast, we have the right to
reject your subscription for any reason or for no reason, in our sole
discretion. If we reject your subscription, any money you have given us will be
returned to you. This Investment Agreement will be deemed to be accepted by us
and this Investment Agreement will be binding against us only upon execution
and delivery to the Subscriber of this Agreement.
5.
Your Promises. You promise that:
5.1.
Accuracy of Information. All of the information you have given to
us, whether in this Investment Agreement or otherwise, is accurate and we may
rely on it. If any of the information you have given to us changes either before
or after we accept your subscription, you will notify us immediately.
5.2.
Risks. You understand all the risks of investing, including the
risk that you could lose all your money. Without limiting that statement, you
have reviewed and understand all the risks listed in the Disclosure Document.
5.3.
No Representations. None of the Company, the General Partner or
any of their respective representatives have made any promises or
representations to you, except the information in the Disclosure Document. None
of the Company, the General Partner or any of their respective representatives has
guaranteed any financial outcome of your investment.
5.4.
Opportunity to Ask Questions. You have had the opportunity to ask
questions about the Company and the investment. All your questions have been
answered to your satisfaction.
5.5.
Your Legal Power to Sign and Invest. You have the legal power, capacity
and authority to sign this Investment Agreement and purchase the Shares.
5.6.
No Government Approval. You understand that no state or federal
authority has reviewed this Investment Agreement or the Shares or made any
finding relating to the value or fairness of the investment.
5.7.
No Transfer. You understand that under the terms of the Partnership
Agreement, the Shares may not be transferred without complying with the terms
of the Partnership Agreement (which includes a right of first refusal in favor
of the Company on certain transfers of Shares). Also, securities laws limit
transfer of the Shares. Finally, there is currently no market for the Shares,
meaning it might be hard to find a buyer. As a result, you should be prepared
to hold the Shares indefinitely.
5.8.
No Advice. We have not provided you with any investment,
financial, or tax advice. Instead, we have advised you to consult with your own
legal and financial advisors and tax experts.
5.9.
Tax Treatment. We have not promised you any particular tax
outcome from buying or holding the Shares.
5.10.
Acting on Your Own Behalf. You are acting on your own behalf in
purchasing the Shares, not on behalf of anyone else.
5.11.
Investment Purpose. You are purchasing the Shares solely as an
investment, not with an intent to re-sell or "distribute" any part of it.
5.12.
Anti-Money Laundering Laws.
5.12.1. Your investment will not, by
itself, cause the Company to be in violation of any "anti-money laundering"
laws, including, without limitation, the United States Bank Secrecy Act, the
United States Money Laundering Control Act of 1986, and the United States
International Money Laundering Abatement and Anti-Terrorist Financing Act of
2001.
5.12.2. If you are a natural person,
none of the money used to purchase the Shares was derived from or related to
any activity that is illegal under "anti-money laundering" laws, and you are
not on any list of "Specially Designated Nationals" or known or suspected
terrorists that has been generated by the Office of Foreign Assets Control of
the United States Department of Treasury ("OFAC"), nor are you a citizen
or resident of any country that is subject to embargo or trade sanctions
enforced by OFAC.
5.12.3. If you are an entity, to the
best of Purchaser's knowledge based upon appropriate diligence and
investigation, none of the money used to purchase the Shares was derived from
or related to any activity that is illegal under applicable law. Purchaser has
received representations from each of its owners such that it has formed a
reasonable belief that it knows the true identity of each of the ultimate
investors in Purchaser. To the best of Purchaser's knowledge, none of its
ultimate investors is on any list of "Specially Designated Nationals" or known
or suspected terrorists that has been generated by OFAC, nor is any such
ultimate investor a citizen or resident of any country that is subject to
embargo or trade sanctions enforced by OFAC.
5.13.
Additional Information. At our request, you will provide further
documentation verifying the source of the money used to purchase the Shares.
5.14.
Disclosure. You understand that we may release confidential
information about you to government authorities if we determine, in our sole
discretion after consultation with our lawyer, that releasing such information
is in the best interest of the Company or if we are required to do so by such
government authorities.
5.15.
Additional Documents. You will execute any additional documents
we request if we reasonably believe those documents are necessary or
appropriate and explain why.
5.16.
No Violations. Your purchase of the Shares will not violate any
law or conflict with any contract to which you are a party.
5.17.
Enforceability. This Investment Agreement is enforceable against
you in accordance with its terms.
5.18.
No Inconsistent Statements. No person has made any oral or
written statements or representations to you that are inconsistent with the
information in this Investment Agreement and the Disclosure Document.
5.19.
Financial Forecasts. You understand that any financial forecasts
or projections are based on estimates and assumptions we believe to be reasonable
but are highly speculative and such and given the industry, our actual results
may vary from any forecasts or projections.
5.20.
Notification. If you discover at any time that any of the
promises in this Section 5 are untrue, you will notify us right away.
5.21.
Legality in Non-U.S. Jurisdictions. If you are not a citizen or
resident of the United States, you represent that the offering of Shares
conducted by the Company, and your purchase of Shares, are lawful under the
laws of the jurisdiction where you are a citizen and/or resident.
5.22.
Knowledge. You have enough knowledge, skill, and experience in
business, financial, and investment matters to evaluate the merits and risks of
the investment.
5.23.
Financial Wherewithal. You can afford this investment, even if
you lose your money. You don't rely on this money for your current needs, like
rent or utilities.
5.24.
Individuals. If you are a natural person (not an entity), you are
a citizen or permanent resident (green card) of the United States.
5.25.
Entity Investors. If Purchaser is a legal entity, like a
corporation, partnership, or limited liability company, Purchaser also promises
that:
5.25.1. Good Standing.
Purchaser is validly existing and in good standing under the laws of the
jurisdiction where it was organized and has full entity power and authority to
conduct its business as presently conducted and as proposed to be conducted.
5.25.2. Other Jurisdictions.
Purchaser is qualified to do business in every other jurisdiction where the
failure to qualify would have a material adverse effect on Purchaser.
5.25.3. Authorization. The
execution and delivery by Purchaser of this Investment Agreement, Purchaser's
performance of its obligations hereunder, the consummation by Purchaser of the
transactions contemplated hereby, and the purchase of the Shares, have been
duly authorized by all necessary entity action.
5.25.4. Investment Company.
Purchaser is not an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.
5.25.5. Information to Purchasers.
Purchaser has not provided any information concerning the Company or its
business to any actual or prospective investor, except the Disclosure Document,
this Investment Agreement, and other written information that the Company has
approved in writing in advance.
6.
Confidentiality. The information we have provided to you about
the Company, including the information in the Disclosure Document, is
confidential. You will not reveal such information to anyone or use such
information for your own benefit, except to purchase the Shares.
7.
Re-Purchase of Shares. If we decide that you provided us with
inaccurate information or have otherwise violated your obligations, or if
required by any applicable law or regulation related to terrorism, money
laundering, and similar activities, we may (but shall not be required to)
repurchase your Shares for an amount equal to the amount you paid for them.
8.
Governing Law. This Investment Agreement shall be governed by the
internal laws of Delaware without giving effect to the principles of conflicts
of laws. You hereby (i) consent to the personal jurisdiction of the Delaware
courts or the Federal courts located in or most geographically convenient to Wilmington,
Delaware, (ii) agree that all disputes arising from this Investment Agreement
shall be prosecuted in such courts, (iii) agree that any such court shall have
in personam jurisdiction over you, (iv) consent to service of process by notice
sent in accordance with Section 8 and/or by any means authorized by Delaware
law, and (v) if you are not otherwise subject to service of process in Delaware,
agree to appoint and maintain an agent in Delaware to accept service, and to
notify the Company of the name and address of such agent.
9.
Execution of Partnership Agreement. If we accept your
subscription, then your execution of this Investment Agreement will also serve
as your execution of the Partnership Agreement, just as if you had signed a
paper copy of the Partnership Agreement.
10.
Consent to Electronic Delivery. You agree that we may deliver all
notices, tax reports and other documents and information to you by email or
another electronic delivery method we choose pursuant to the email address set
forth on the Investor Information Statement. You agree to tell us right away if
you change your email address or home mailing address so we can send
information to the new address.
11.
Notices. All notices between us will be electronic. You will
contact us by email at info@energea.com We will contact you by email at
the email address on the Investor Information Sheet. Either of us may change
our email address by notifying the other (by email). Any notice will be
considered to have been received on the day it was sent by email, unless the
recipient can demonstrate that the email wasn't delivered to the recipient's
inbox.
12.
Limitations on Damages.
12.2. You
further agree that neither the Company, the General Partner nor any of their
respective affiliates, nor their respective managers, officers, directors,
members, equity holders, employees or other applicable representatives
(collectively, the "Covered Persons"), will incur any liability (a) in
respect of any action taken upon any information provided to the Company by you
or for relying on any notice, consent, request, instructions or other
instrument believed, in good faith, to be genuine or to be signed by properly
authorized persons on behalf of you, including any document transmitted by
email or (b) for adhering to applicable anti-money laundering obligations
whether now or later in effect.
13.
Indemnification. To the extent permitted by law, you
agree that you will indemnify and hold harmless the Covered Persons from and
against any and all direct and indirect losses, damages, liabilities, costs or
expenses (including reasonable attorneys' and accountants' fees and
disbursements), whether incurred in an action between the parties hereto or
otherwise, and including without limitation any liability which results
directly or indirectly from the Company, the General Partner and their respective
Affiliates becoming subject to ERISA or Section 4975 of the Code (collectively,
"Losses") which the Covered Persons may incur by reason of or in
connection with this Agreement or any information you provide to the Company
and the transactions contemplated thereby, including any misrepresentation made
by you or any of your agents, any breach of any declaration, promise representation
or warranty of you, your failure to fulfill any covenants or agreements under
this Agreement, its or its governing body, or their reliance on email or other
instructions, or the assertion of your lack of proper authorization from your
beneficial owners to execute and perform the obligations under this Agreement.
The Purchaser also agrees that it will indemnify and hold harmless the Covered
Persons from and against any and all Losses that they or any one of them, may
incur by reason of, or in connection with, the failure by the Subscriber to
comply with any applicable law, rule or regulation having application to the
Covered Persons.
14.
Waiver of Jury Rights. IN ANY DISPUTE WITH US, YOU AGREE TO WAIVE
YOUR RIGHT TO A TRIAL BY JURY. This means that any dispute will be heard by a
judge, not a jury. However, the foregoing waiver of trial by jury does not
apply to claims arising under the Federal securities laws.
15.
Survival. The representations, warranties and
agreements contained in this Agreement will survive the execution of this
Agreement by you and acceptance of this Agreement by the Company.
16.
Miscellaneous Provisions.
16.1.
No Transfer. You may not transfer your rights or obligations
under this Agreement.
16.2.
Headings. The headings used in this Investment Agreement (e.g.,
the word "Headings" in this paragraph), are used only for convenience and have
no legal significance.
16.3.
No Other Agreements. This Investment Agreement, the Partnership
Agreement, and the Shares are the only agreements between us.
16.4.
Relationship with Partnership Agreement. This Investment Agreement
governs Purchaser's purchase of the Shares, while the Partnership Agreement
governs Purchaser's ownership of the Shares and the operation of the Company. In
the event of a conflict between the two agreements, the Partnership Agreement
shall control.
16.5.
Electronic Signature. This Investment Agreement will be signed
electronically, rather than physically.
INVESTOR
INFORMATION SHEET
|
Name of Purchaser
|
_______________________________
|
|
Number of Class A Investor Shares
|
_______________________________
|
|
Price Per Investor Share
|
_______________________________
|
|
Total Investment
|
_______________________________
|
|
Social Security Number
|
_______________________________
|
|
Mailing Address
|
_______________________________
Street 1
_______________________________
Street 2
_______________________________
City
_______________________________
State and Zip Code
_______________________________
Country
|
|
Email Address
|
________________________________
|
[Signatures
on the Applicable Investor Signature Page that Follows]
INVESTOR SIGNATURE PAGE
IN WITNESS
WHEREOF, the undersigned has executed this Investment Agreement effective on
the date first written above.
Read
and Approved
_____________________________________
Investor
_____________________________________
Investor
Signature
ACCEPTED
ENERGEA PORTFOLIO 3 AFRICA LP
By: Energea Global LLC
As Manager
By:
Michael Silvestrini, Manager