Offer contract

Agreement on Investment in Construction Projects of Alternative Energy Facilities Providing a Stable Source of Clean Electricity

(regarding the investor’s contribution of funds into projects for the creation and financing of production with the aim of generating profit – dividends, in the form of monetary funds)

PUBLIC PART

Ukraine, Kyiv

Investment Recipient: LLC “US WIND AND SOLAR UKRAINE” Location and Postal Address: Ukraine, 01103, Kyiv, 41-B Mykhaila Boichuka St., Office 2020 EDRPOU Code: 45030323 Tax ID: 450303207010

Banking Details:

IBAN: UA713204780000026001924930729 at JSC “UKRGASBANK”
IBAN: UA903281680000026004000011934 at JSC “MTB BANK”

Website: https://uswindsolar.com/ Email: Phone: +380 95 274 21 20

Contents

I. General Provisions

Definitions
Rights and Obligations of the Parties
Investor’s Rights to the Results of Investment Activity
Use of Electronic Signature
Other General Conditions

II. Investment Services That May Be Provided to the Client

Investment Services
Conditions, Terms and Procedure for Providing Investments
Terms and Procedure for Implementation of Investment Activity

III. Client Evaluation Procedure

Necessity of Evaluation

IV. Liability of the Parties and Dispute Resolution Procedure

Liability of the Parties
Dispute Resolution Procedure
Force Majeure Circumstances

V. Conditions for Storage and Protection of Personal Data. Confidentiality

Data Protection Conditions and Principles
Confidentiality

VI. Information Exchange Procedure Between the Parties

General Procedure for Information Exchange
Notification of Changes

VII. Procedure for Amending and Terminating the Agreement

Termination of the Agreement
Procedure for Amending the Agreement
Requisites and Signatures of the Parties

I. GENERAL PROVISIONS

1. TERMS AND DEFINITIONS

Investor – the party that provides investments to the Investment Recipient to achieve the objectives (result of investment activity) stipulated by this Agreement.

Investments – funds provided by the Investor to the Project with the aim of obtaining profit in the form of monetary returns.

Investment Recipient – the party receiving investments to achieve the objectives (result of investment activity) defined in the Agreement.

Investment Activity – activities conducted using investments to achieve the objectives (result of investment activity) for which the investments are provided.

Result of Investment Activity – the final outcome of achieving the objectives for which the Investments are made, namely the receipt of profit from the implementation of the investment object.

Investment Object – the establishment of a production business process for renewable energy generation in Ukraine.

Project – a set of measures aimed at achieving the result of investment activity, specifically the financing of a business idea for renewable energy production in Ukraine.

Transfer of Investor Rights – the rights to receive profit (dividends) from the result of investment activity.

Profit – the portion of income remaining after the payment of taxes, fees, and other mandatory budget contributions as per the applicable legislation of Ukraine.

Order – an instruction from the Investor, under conditions established by the Investment Recipient, to provide an investment service with specific financial instruments.

Conflict of Interest – existing or potential contradictions between personal interests and official or professional responsibilities of the Investment Recipient, which may influence the fair execution of their duties and objective decision-making.

Reliable Medium – any medium, including the Investment Recipient’s website, that allows storage of information addressed to the Investor, with access for future reference over a sufficient period, and permits reproduction of the stored information without changes.

Authorized Representative of the Investment Recipient – a person authorized to act on behalf of the Investment Recipient under a power of attorney, founding documents, and/or mandate agreement.

2. RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. Obligations of the Investor:

2.1.1. To invest under the terms and conditions of the Agreement.

2.1.2. If necessary (and if such circumstances depend on the Investor), to participate in obtaining approvals and documentation required for achieving the result of the investment activity (as required by Ukrainian law).

2.1.3. To accept the result of investment activity by signing a transfer-acceptance act.

2.1.4. From the moment of acceptance, to bear the costs of maintaining the result, including the risk of accidental loss, as well as other obligations under the law.

2.1.5. Not to disclose confidential information learned during the implementation of the project, except as required by law.

2.1.6. To provide information and documents for identification, verification, financial monitoring to prevent money laundering, terrorism financing, and FATCA compliance.

2.1.7. To fulfill other obligations as required by law and this Agreement.

2.2. Obligations of the Investment Recipient:

2.2.1. To strictly comply with mutual investment conditions, including when investments are made by third parties.

2.2.2. To use the provided investments to achieve objectives and perform necessary organizational and supportive functions for the Project.

2.2.3. To bear the costs for amending the Project and related documentation if necessary.

2.2.4. To provide the Investor with access to the Project’s activities for control and monitoring purposes.

2.2.5. The transfer of investor rights is formalized by a signed act within 10 calendar days from achieving the result.

2.2.6. To immediately inform the Investor of any changes that affect or may affect the investment activity or its result.

2.2.7. To correct deficiencies or defects in the result of investment activity identified by the Investor or regulatory authorities.

2.2.8. To control the use, direction, and volume of the investments provided.

2.2.9. To provide monthly reports on investment expenditures by the 10th of the following month.

2.2.10. Not to encumber or dispose of the result of investment activity without the Investor’s consent.

2.2.11. To provide certified copies of relevant documents upon the Investor’s written request within 10 calendar days.

2.2.12. To act in the interests of the Investor, considering the Agreement’s terms.

2.2.13. To immediately notify the Investor about any conflict of interest or related risks.

2.2.14. To refuse business relationships if identification/verification is not possible or if there are concerns about the legitimacy of the Investor.

2.2.15. To fulfill other duties as prescribed by Ukrainian law and the Agreement.

2.3. Rights of the Investor:

2.3.1. To inspect the progress and quality of investment activity at any time without interfering with operational management.

2.3.2. To transfer rights and obligations under the Agreement to third parties without consent, provided they accept the Agreement’s terms.

2.3.3. To propose justified adjustments to indicators, volumes, and terms of the Agreement.

2.3.4. To issue orders for the correction of violations in the investment activity.

2.4. Rights of the Investment Recipient:

2.4.1. To require the Investor to fulfill their obligations under the Agreement.

2.4.2. To transfer rights and obligations to third parties only with the Investor’s written consent.

3. INVESTOR’S RIGHTS TO THE RESULTS OF INVESTMENT ACTIVITY

3.1. Upon achieving the result of the investment activity, the Investor acquires property rights to the result in the form of regular monetary payments amounting to ___% of the profit (dividends) from the result of the investment activity, paid once a month by the 25th day of the month following the reporting period.

3.2. The direct holder of property rights to receive profit (dividends) from the investment activity result is the Investor.

3.3. Any increase in the amount of investments received by the Investment Recipient from third parties and/or personally invested by the Investment Recipient for the purpose of achieving the result of the investment activity within the framework of this Agreement shall not constitute grounds for reducing the Investor’s property rights.

3.4. The formalization of the Investor’s property rights to receive profit (dividends) shall be completed after the Parties fulfill their obligations under this Agreement and is confirmed by a signed transfer-acceptance act.

3.5. Upon achievement of the investment activity result, the sole holder of property rights to the result shall be the Investor.

4. USE OF ELECTRONIC SIGNATURE

4.1. The Investment Recipient and the Investor agree that all transactions (including the signing of agreements, contracts, letters, notifications) may be executed by the Parties or individually by each Party using an advanced electronic signature or a qualified electronic signature and/or seal.

4.2. An advanced or qualified electronic signature is equivalent to a handwritten signature and has the same legal consequences as a handwritten signature on paper documents.

4.3. Documents signed by the Investment Recipient and/or the Investor related to executed transactions shall be retained by the Parties, and their copies may be provided on paper.

4.4. An advanced electronic signature is defined as an electronic signature created as a result of cryptographic transformation of electronic data, linked to the data and the signatory through a secure signature creation device and a private key, enabling identification of the signatory and detection of any changes made to the data.

4.5. The verification and authentication of the electronic signature shall be carried out using software and technical tools. If verification fails, the document shall be rejected by the verifying Party.

4.6. In case of compromise of the signatory’s private key, any document signed using that key after the compromise shall be deemed invalid.

4.7. The Parties agree that any damages incurred due to the use of an electronic signature shall be the responsibility of the Investor.

4.8. The Investment Recipient is obliged to:

Provide the Investor, upon request, with a certified paper copy of an electronic document signed by the Investor and/or the Investment Recipient using an electronic signature.

4.9. The Investor is obliged to:

Familiarize with and comply with the terms of electronic signature services;
Provide complete and valid information necessary for identification;
Maintain the confidentiality of their private key and take all possible measures to prevent its loss, disclosure, modification, or unauthorized use;
Immediately inform the Investment Recipient of any compromise of the private key.

4.10. Liability related to the use of electronic signatures shall be determined in accordance with applicable Ukrainian legislation.

5. OTHER GENERAL CONDITIONS

5.1. In the text of this Agreement, the Investor and the Investment Recipient may also be referred to individually as a “Party” and collectively as the “Parties.”

5.2. This Agreement and all contracts executed within its scope shall be governed and interpreted in accordance with the laws of Ukraine.

5.3. Default language for remote communication is Ukrainian.

5.4. Upon the Investor’s request, communication may also be conducted in Russian and/or English. In such cases, the chosen language shall be considered acceptable by both Parties.

II. INVESTMENT SERVICES THAT MAY BE PROVIDED TO THE CLIENT

6. INVESTMENT SERVICES

6.1. The Investor shall provide funding for the investment activity in accordance with the terms of the Agreement, which will subsequently entitle the Investor to receive profit (dividends), and the Investment Recipient shall create the Result of Investment Activity funded by the Investor. Upon completion of the investment activity, the Investment Recipient shall transfer the Result of Investment Activity to the Investor under the terms of the Agreement.

6.2. The Investor shall provide investments under this Agreement in the form of monetary funds in the amount of (______________) UAH, by transferring funds in the national currency of Ukraine to the bank account of the Investment Recipient specified in the Agreement or as additionally specified by the Investment Recipient. The Investor’s obligation to provide the investment under this Agreement shall be deemed fulfilled from the date the Investor’s bank debits the amount from the Investor’s account.

6.3. The investments shall consist of the Investor’s own funds.

7. CONDITIONS, TERMS AND PROCEDURE FOR PROVIDING INVESTMENTS

7.1. Investments shall be provided by the Investor in a single payment under the terms of the Agreement no later than “____” _____ 20__, through full 100% funding as defined in the Agreement.

7.2. The Investor’s obligation to provide the investment under the Agreement shall be considered fulfilled from the date the final payment is debited from the Investor’s current account and credited to the Investment Recipient’s account.

7.3. Any increase in the investment amount may be carried out only on the basis of an additional agreement signed by both Parties.

7.4. The risk of requiring additional investments beyond the amount specified in the Agreement to achieve the Result of Investment Activity shall be borne by the Investor.

8. TERMS AND PROCEDURE FOR IMPLEMENTATION OF INVESTMENT ACTIVITY

8.1. The term for achieving the Result of Investment Activity by the Investment Recipient is one (1) year and is calculated from the date the investment is transferred by the Investor to the Investment Recipient. If necessary, this term may be extended by mutual agreement of the Parties through an additional agreement.

8.2. The investment activity shall be implemented by the Investment Recipient independently or with the involvement of third parties.

8.3. The Investment Recipient shall have the right to involve any third parties as Investors at its sole discretion and in any quantity.

8.4. Upon achieving the Result of Investment Activity, the Investment Recipient shall notify the Investor accordingly. The transfer of the Result shall be confirmed by a transfer-acceptance act signed by both Parties or their authorized representatives, certifying the fulfillment of obligations by the Investment Recipient and the absence of mutual claims, except for deficiencies not identifiable through standard acceptance procedures.

III. CLIENT EVALUATION PROCEDURE

9. NECESSITY OF EVALUATION

9.1. To implement the terms of the Agreement, the Investment Recipient shall conduct an evaluation of the Investor.

9.2. The evaluation of the Investor shall be carried out in accordance with the internal regulations of the Investment Recipient and shall include obtaining and processing information from the Investor to assess their competence, experience, and knowledge necessary to enter into transactions or receive certain services, and to determine the Client’s ability to make independent investment decisions and assess personal risks associated with such transactions or services.

9.3. The Investor shall be evaluated through the verification of data based on statutory documents and by obtaining information from open public registers. The Investment Recipient has the right to request documents confirming the origin of the Investor’s funds, as well as disclosure of the ultimate beneficial owner if the Investor is a legal entity.

IV. LIABILITY OF THE PARTIES AND DISPUTE RESOLUTION PROCEDURE

10. LIABILITY OF THE PARTIES

10.1. The Parties shall be held liable in accordance with the applicable laws of Ukraine and the internal documents of the Investment Recipient.

10.2. The Investment Recipient shall not be held liable for:

changes in legislation that result in changes or termination of relations between the Parties;
failure and/or improper performance of the Investor’s obligations.

11. DISPUTE RESOLUTION PROCEDURE

11.1. The Parties agree to resolve all disputes and disagreements through negotiations.

11.2. The Parties must follow the pre-trial claims procedure. A dispute arising from this Agreement may be submitted to the court only after the Parties have taken pre-trial measures and 30 calendar days have passed from the date the claim was filed.

11.3. The Party receiving the claim must notify the claimant of the results of its consideration within 5 (five) working days from the date of receipt. The response must be in writing. If the Parties fail to reach mutual agreement on the dispute within 15 (fifteen) calendar days from the date of written notification of the dispute, it shall be settled in court according to the applicable laws of Ukraine.

IV. LIABILITY OF THE PARTIES AND DISPUTE RESOLUTION PROCEDURE (continued)

12. FORCE MAJEURE CIRCUMSTANCES

12.1. The Parties shall be released from liability for partial or complete failure to perform or improper performance of obligations under the Agreement if such failure results from force majeure (fire, flood, earthquake, natural disaster, military actions, or other acts of God). If these circumstances directly impact the performance of the Agreement, the execution shall be extended accordingly for the duration of such circumstances.

12.2. If force majeure circumstances persist for more than three months, either Party shall have the right to withdraw from further performance under the Agreement, and the Agreement shall be deemed terminated if the Parties reach agreement on the legal consequences of all terms of this Agreement.

12.3. A Party unable to fulfill its obligations under the Agreement must notify the other Party in writing no later than five days after the occurrence of the force majeure, suspending its obligations and providing a proposal for settlement.

12.4. The existence of force majeure circumstances must be confirmed by appropriate documents issued by the Chamber of Commerce and Industry or other authorized body in Ukraine.

12.5. Failure to notify or delay in notifying about the onset or cessation of force majeure circumstances shall deprive the Party of the right to refer to them.

V. CONDITIONS FOR STORAGE AND PROTECTION OF PERSONAL DATA. CONFIDENTIALITY

13. CONDITIONS AND PRINCIPLES OF PERSONAL DATA PROTECTION

13.1. The terms for collection, processing, and protection of the Investor’s personal data are set forth in this Agreement.

13.2. Personal data shall be stored no longer than necessary for the purpose of processing, unless otherwise provided by law.

13.3. Personal data shall be deleted or destroyed in the following cases:

upon termination of the legal relationship between the Investor and the Investment Recipient (unless a longer retention period is provided by law);
if personal data were collected in violation of legislation;
upon issuance of a relevant order by the Ukrainian Parliament Commissioner for Human Rights;
upon the entry into legal force of a court decision requiring deletion or destruction.

13.4. To minimize the risk of loss/damage/dissemination of personal data, the Investment Recipient processes data in compliance with the following principles:

Legality: data must be processed only on legal grounds;
Purpose limitation: data must be collected and processed for specific legitimate purposes;
Adequacy and proportionality: data must be relevant and not excessive for the purposes;
Accuracy: data must be accurate and up to date;
Storage limitation: data must not be retained longer than necessary;
Respect for data subjects’ rights: data must be processed in a way that ensures data subjects’ rights, including the right of access;
Security: data must be processed securely;
Cross-border protection: data must not be transferred to foreign entities without adequate safeguards.

13.5. The Investment Recipient shall take appropriate security measures to protect the Investor’s personal data from accidental loss, destruction, unauthorized processing, or access.

14. CONFIDENTIALITY

14.1. The Parties undertake to maintain the confidentiality of information received and/or transmitted under this Agreement.

14.2. A Party that discloses confidential information shall compensate the other Party for actual damages caused by such disclosure, unless the disclosure was required by law.

14.3. Confidential information includes (but is not limited to): information related to performance of the Agreement; information about each Party’s business and financial activity; data about employees, officers, and partners; and any other information designated as confidential by mutual agreement.

14.4. Each Party agrees to take all reasonable measures to prevent unauthorized disclosure of confidential information.

14.5. These confidentiality obligations apply to all employees and any third parties engaged by the Parties under employment or civil agreements. The Parties bear full responsibility for such individuals.

14.6. Disclosure of confidential information shall be considered a breach of this Agreement and may lead to unilateral termination at the initiative of the affected Party, regardless of whether the disclosure was intentional or due to negligence. This clause shall not apply to information that became public through no fault of the Parties or if disclosure is required by law.

VI. INFORMATION EXCHANGE PROCEDURE BETWEEN THE PARTIES

15. GENERAL PROCEDURE FOR INFORMATION EXCHANGE

15.1. The Parties agree that documents/information/data defined in the Agreement shall be considered delivered if received by the Party through one of the following means:

Sent via electronic communication (e-mail);
Sent via postal services (including by registered mail with delivery confirmation and enclosure description) or courier delivery to the addresses of the Parties;
Delivered in electronic format using M.E.Doc software, in accordance with the applicable electronic document and communication legislation;
Sent via other remote service channels.

15.2. The Investor may contact the Investment Recipient using the communication methods agreed upon by the Parties regarding any matters related to the implementation of this Agreement.

16. NOTIFICATION OF CHANGES

16.1. If there are changes in the details of either Party, such Party shall notify the other Party in the manner prescribed by the Agreement, providing properly certified copies of supporting documents (if available) within three business days of such change.

16.2. Failure to notify the other Party in a timely manner of such changes shall result in the Party assuming all associated risks and consequences.

VII. PROCEDURE FOR AMENDING AND TERMINATING THE AGREEMENT

17. TERMINATION OF THE AGREEMENT

17.1. The Agreement shall remain in effect for an indefinite period.

17.2. The Investor’s rights and obligations under the Agreement shall not be terminated upon their death, as they are not inherently personal and may be fulfilled by another person, such as a legal successor or heir.

17.3. If any provision of the Agreement becomes illegal, invalid, or unenforceable under the laws of Ukraine, such provision shall not apply to the relationship between the Investment Recipient and the Investor. The remaining provisions shall remain in full force and effect.

17.4. Either Party may unilaterally terminate the Agreement at any time.

17.5. To terminate the Agreement, the Investor shall submit a termination notice via appropriate communication means. In this case, the Agreement shall be terminated no later than the 15th calendar day after the notice is submitted.

17.6. To terminate the Agreement, the Investment Recipient shall notify the Investor through remote service channels and/or e-mail and/or post.

17.7. The Agreement and/or any notice and/or any agreement executed with the Investor within the framework of this Agreement shall terminate in the following cases:

Upon unilateral termination by either Party;
In other cases provided by law or this Agreement.

17.8. The Parties shall settle all mutual accounts within ten business days from the date of termination, unless otherwise agreed in writing (including electronically).

18. PROCEDURE FOR AMENDING THE AGREEMENT

18.1. Amendments and/or additions to the Public Part of the Agreement shall be made by the Investment Recipient unilaterally by publishing them on the Investment Recipient’s website. Such changes become effective upon publication.

18.2. The Investor shall independently monitor the presence/absence of amendments or additions to the Agreement on the website.

18.3. The Investor confirms and agrees that:

The date of publication on the website shall be considered the date of dispatch and receipt of notice of changes;
If the Investor disagrees with any proposed changes or additions, they may unilaterally terminate the Agreement;
Changes or additions apply to the Investor from the effective date;
Such changes shall become an integral part of the Agreement and binding on the Parties from the effective date;
Posting changes or additions on the website with the publication date constitutes proper notice.