Energea Portfolio 3 Africa LP
AUTO-INVEST
AGREEMENT
This
Auto-Invest Agreement (this "Agreement") is entered into on ________________,
by and between Energea Portfolio 3 Africa LP, a Delaware limited partnership
(the "Company") and the investor identified on the Investor Information
Sheet attached ("Purchaser").
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 July 17, 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 5, 2025 (the "Partnership Agreement").
III. If
Purchaser has not previously invested in the Company and if Purchaser invests
in the Company Purchaser will be a limited partner of the Company and bound by
the Partnership Agreement.
IV. The
Purchaser either (i) desires to make an initial purchase of Class A Investor
Shares and desires to purchase additional Class A Investor Shares on a periodic
basis after the date hereof, on the terms and conditions set forth herein, or
(ii) purchased Class A Investor Shares pursuant to an investment agreement and
now desires to purchase additional Class A investor Shares on a periodic basis
hereafter, on the terms and conditions set forth herein.
NOW,
THEREFORE, acknowledging the receipt of adequate consideration and intending to
be legally bound, the parties hereby agree as follows:
1.
Defined Terms. Capitalized terms that are not otherwise defined
in this Agreement have the meanings given to them in the Disclosure Document. We
refer to your Class A Investor Shares subscribed for hereunder as the "Shares."
2.
Initial Purchase of Shares.
2.1. Initial Purchase of
Shares. Subject to the terms and conditions of this Agreement and if your
proposed initial subscription is accepted by the Company in its sole
discretion, the Company hereby agrees to sell to the Purchaser, and the
Purchaser hereby agrees to purchase from the Company, that number of Shares set
forth on the Investor Information Sheet under the heading Initial Investment,
for the price set forth on the Investor Information Sheet under the heading
Initial Investment (the "Initial Purchase"). The Purchaser will be
admitted as a Limited Partner at the time this Agreement is accepted and
executed by the General Partner and the payment for your Shares in the Initial
Purchase is received by the Company and the Purchaser hereby irrevocably agrees
to be bound by the Partnership Agreement as a Limited Partner and to perform
all obligations contained in the Partnership Agreement.
2.2. No Right to Cancel.
The Purchaser does not have the right to cancel its subscription with respect
to the Initial Purchase or change its mind. Once the Purchaser signs this
Agreement, the Purchaser is obligated to purchase the Shares in the Initial
Purchase if the Purchaser's subscription in the Initial Purchase is accepted by
the Company, no matter what.
2.3. Our Right to Reject
Initial Purchase. In contrast, the Company has the right to reject the
Purchaser's subscription in the Initial Purchase for any reason or for no
reason, in its sole discretion. If the Company rejects the Purchaser's
subscription in the Initial Purchase, any subscription by the Purchaser to
purchase additional Shares under Section 3 will be rejected as well and
any money you have given to the Company will be returned to the Purchaser. This
Agreement will be deemed to be accepted by, and will be binding against, the
Company only upon its execution and delivery of this Agreement to the
Purchaser.
2.4. Notwithstanding anything
herein to the contrary, this Section 2 shall not apply in the event that
the Purchaser has already purchased Shares pursuant to an investment agreement
which was accepted by the Company.
3.
Purchase of Additional Shares.
3.1. Additional Purchases.
Subject to the terms and conditions of this Agreement, Purchaser hereby agrees
to purchase additional Shares (the "Additional Shares") for the amounts
and at the intervals set forth on the Investor Information Sheet under the
heading Additional Investments (purchases made at such intervals being the "Auto-Investments").
3.2. Price of Additional
Shares. The price of Additional Shares to be purchased by Purchaser
hereunder shall be the same price at which Class A Investor Shares are then
being offered in the Offering.
3.3. Opt Out. The
Purchaser may cancel or pause the Auto-Investments from the Purchaser's online
Energea account settings (https://www.energea.com/users/auto-invest), or by
giving the Company at least (30) calendar days' notice (via email).
3.4. Termination Upon
Conclusion of Offering. By law, Purchaser will no longer be permitted to make
Auto-Investments after the Offering is terminated. Notwithstanding anything
herein to the contrary, Purchaser acknowledges and agrees that the Company may
cutback or reduce the amount of any Auto-Investment if and to the extent that
such reduction is necessary so that the Company does not issue more Class A
Investor Shares than it is authorized to issue (it being acknowledged and
agreed that multiple persons may also enter into similar agreements providing
for additional investment and or automatic reinvestment into Class A Investor
Shares and that any cutbacks which may be necessary due to such agreements,
shall be made by the Company in its sole and absolute discretion and shall not
be required to be pro-rata). Any cutbacks made of the number of Shares which
Purchaser may purchase hereunder, shall not be considered a breach of this
Agreement.
4.
Limit On The Amount A Non-Accredited Investor Can Invest. As
discussed in the Disclosure Document (see the section captioned "
Limit On The Amount
A Non-Accredited Investor Can Invest"), the law limits how much an investor
who is not "accredited" within the meaning of 17 CFR §230.501(a) may invest in
the Offering. These limits apply to
all Class A Investor Shares
purchased by Purchaser, including additional purchases under this Agreement. Purchaser
shall be responsible to comply with the limits set forth herein (if applicable)
and Purchaser shall limit their purchases hereunder accordingly. To the extent
the Company determines that the investor has met or exceeded the maximum amount
of Class A Investor Shares such investor is permitted purchase under applicable
law, the Company (i) may terminate Auto-Investments made by the investor prior
to such investor reaching its purchase limits as a non-accredited investor, or
(ii) cutback those number of Class A Investor Shares purchased by such investor
in excess of such limits.
5.
Purchaser Promises. Purchaser makes the following promises, which
are true and correct as of the date hereof and which by acceptance of any
Shares after the date hereof, are and will be true and correct as of the date
and purchase of any Shares:
5.1.
Accuracy of Information. All of the information Purchaser has
given to the Company, whether in this Agreement or otherwise, is accurate and
the Company may rely on it. If any of the information Purchaser has given to the
Company changes, either before or after any purchase of Shares the Company
accepts Purchaser's Initial Purchase, Purchaser will notify the Company
immediately.
5.2.
Risks. Purchaser understands all the risks of investing,
including the risk that Purchaser could lose all Purchaser's money. Without
limiting that statement, Purchaser has reviewed and understands 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 Purchaser, except the information in the Disclosure Document.
None of the Company, the General Partner or any of their respective
representatives have guaranteed any financial outcome of Purchaser's investment.
5.4.
Opportunity to Ask Questions. Purchaser has had the opportunity
to ask questions about the Company and the investment. All such questions have
been answered to Purchaser's satisfaction.
5.5.
Legal Power to Sign and Invest. Purchaser has the legal power,
capacity and authority to sign this Agreement and purchase the Shares pursuant
to this Agreement.
5.6.
No Government Approval. Purchaser understands that no state or
federal authority has reviewed this Agreement or the Shares or made any finding
relating to the value or fairness of the investment.
5.7.
No Transfer. Purchaser understands 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, Purchaser is prepared to
hold the Shares indefinitely.
5.8.
No Advice. The Company has not provided Purchaser with any
investment, financial, or tax advice. Instead, the Company has advised Purchaser
to consult with his, her or its legal and financial advisors and tax experts.
5.9.
Tax Treatment. The Company has not promised Purchaser any
particular tax outcome from buying or holding the Shares.
5.10. Acting
on Own Behalf. Purchaser is acting on his, her, or its own behalf in
purchasing the Shares, not on behalf of anyone else.
5.11. Investment
Purpose. Purchaser is purchasing the Shares solely as an investment, not
with an intent to re-sell or "distribute" any part of them.
5.12. Anti-Money
Laundering Laws.
5.12.1. Purchaser's
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 Purchaser is
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 Purchaser is 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
is Purchaser a citizen or resident of any country that is subject to embargo or
trade sanctions enforced by OFAC.
5.12.3. If Purchaser is
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 are 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 the Company's request, Purchaser will provide further
documentation verifying the source of the money used to purchase the Shares.
5.14. Disclosure.
Purchaser understands that the Company may release confidential information
about Purchaser to government authorities if the Company determines, in its
sole discretion after consultation with its lawyers, that releasing such
information is in the best interest of the Company or if the Company is required
to do so by such government authorities.
5.15. Additional
Documents. Purchaser will execute any additional documents the Company
requests if the Company reasonably believes those documents are necessary or
appropriate and explains why.
5.16. No
Violations. Purchaser's purchase of the Shares will not violate any law or
conflict with any contract to which Purchaser is a party.
5.17. Enforceability.
This Agreement is enforceable against Purchaser in accordance with its terms.
5.18. No
Inconsistent Statements. No person has made any oral or written statements
or representations to Purchaser that are inconsistent with the information in this
Agreement and the Disclosure Document.
5.19. Financial
Forecasts. Purchaser understands that any financial forecasts or
projections are based on estimates and assumptions the Company believes to be
reasonable but are highly speculative. Given the industry, our actual results
may vary from any forecasts or projections.
5.20. Notification.
If Purchaser discovers at any time that any of the promises in this Section 7
are untrue, Purchaser will notify the Company right away.
5.21. Legality
in Non-U.S. Jurisdictions. If Purchaser is not a citizen or resident of the
United States, Purchaser represents that the offering of Shares conducted by
the Company, and Purchaser's purchase of Shares, are lawful under the laws of
the jurisdiction where Purchaser is a citizen and/or resident.
5.22. Knowledge.
Purchaser has enough knowledge, skill, and experience in business, financial,
and investment matters to evaluate the merits and risks of the investment.
5.23. Financial
Wherewithal. Purchaser can afford this investment, even if Purchaser loses
his, her or its money. Purchaser doesn't rely on this money for his, her or its
current needs, like rent or utilities.
5.24. Individuals.
If Purchaser is a natural person (not an entity), Purchaser is a citizen or
permanent resident (green card) of the United States.
5.25. Entity
Purchasers. 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
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 Agreement, and other written
information that the Company has approved in writing in advance.
6.
Confidentiality. The Company shall maintain and keep confidential
such information that Purchaser provides to the Company in connection with this
Agreement.
7.
Re-Purchase of Shares. If the Company determines that Purchaser
has provided the Company with inaccurate information or otherwise violated Purchaser's
obligations, or if required by any applicable law or regulation related to
terrorism, money laundering, and similar activities, the Company may (but shall
not be required to) repurchase the Shares for an amount equal to the amount Purchaser
paid for them less the amount of any distributions received from the Company.
8.
Governing Law. This Agreement shall be governed by the internal
laws of Delaware without giving effect to the principles of conflicts of laws. Purchaser
hereby (i) consents to the personal jurisdiction of the Delaware courts or the
Federal courts located in or most geographically convenient to Wilmington,
Delaware, (ii) agrees that all disputes arising from this Agreement shall be
prosecuted in such courts, (iii) agrees that any such court shall have in
personam jurisdiction over Purchaser, and (iv) consents to service of process
by notice sent in accordance with Section 12 and/or by any means authorized by Delaware
law, and (v) agrees that if the Purchaser is not otherwise subject to service
of process in Delaware, 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 the Company accepts the
Purchaser's Initial Purchase, then the Purchaser's execution of this Agreement
will also serve as the Purchaser's execution of the Partnership Agreement, just
as if the Purchaser had signed a paper copy of the Partnership Agreement.
10.
Consent to Electronic Delivery. Purchaser agrees that the Company
may deliver all notices, tax reports and other documents and information to Purchaser
by email or another electronic delivery method the Company may choose pursuant
to the email address set forth on the Investor Information Statement. Purchaser
agrees to tell the Company right away if Purchaser changes his, her or its
email address or home mailing address so the Company can send information to
the new address.
11.
Notices. All notices under this Agreement will be electronic. Purchaser
will contact the Company by email at info@energea.com. The Company will contact
Purchaser by email at the email address on the Investor Information Sheet.
Either party may change his, her, or its 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.
12.1. THE
COMPANY WILL NOT BE LIABLE TO PURCHASER FOR ANY LOST PROFITS OR SPECIAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF PURCHASER NOTIFIES THE COMPANY THAT
PURCHASER MIGHT INCUR THOSE DAMAGES. This means that at most, Purchaser can sue
the Company for the amount of his, her, or its investment. Purchaser can't sue
us the Company anything else. However, the foregoing limitation of damages does
not apply to claims arising under the Federal securities laws.
12.2. Purchaser
further agrees 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 Purchaser
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 Purchaser, 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, Purchaser agrees that Purchaser 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 Purchaser provided to the Company and the transactions contemplated
thereby, including any misrepresentation made by Purchaser or any of Purchaser's
agents, any breach of any declaration, promise representation or warranty of Purchaser,
Purchaser's 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 Purchaser's lack of proper authorization from Purchaser's
beneficial owners (if applicable) to execute and perform the obligations under
this Agreement. 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 Purchaser
to comply with any applicable law, rule or regulation having application to the
Covered Persons.14.
Waiver of Jury Rights. IN ANY DISPUTE WITH THE COMPANY, PURCHASER
AGREES TO WAIVE PURCHASER'S 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 Purchaser
and effectiveness of this Agreement in accordance with its terms.
16.
Miscellaneous Provisions.
16.1. No
Transfer. Purchaser may not transfer his, her, or its rights or obligations
under this Agreement.
16.2. Headings.
The headings used in this Agreement (e.g., the word "Headings" in this
paragraph), are used only for convenience and have no legal significance.
16.3. No
Other Agreements. As of the date hereof, this Agreement, the Partnership
Agreement, and the Shares are the only agreements between the Company and the
Purchaser.
16.4. Relationship
with Partnership Agreement. This 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 Agreement will be signed electronically, rather than
physically.