AGREEMENT №: 78466875

TRANSACTION CODE:
DATE: 12-03-2024

JOINT VENTURE INVESTMENT AGREEMENT

THIS JOIN VENTURES INVESTMENT AND SERVICE AGREEMENT IS ON FINANCIAL CO-

OPERATION AND MANAGEMENT FOR SOLAR POWER PROJECT IN SRI LANKA
(HEREINAFTER REFERRED TO AS THE “AGREEMENT”). THIS IS SIGNED ON 12th MAR
2024 AND ENTERED INTO A FULL EFFECT AND BECOMES LEGALLY BINDING
AGREEMENT BY AND BETWEEN THE FOLLOWING PARTIES:

Signed for and on behalf of PARTY-A as INVESTOR:

COMPANY: DHIF INTERMEDIAÇÃO DE NEGÓCIOS EIRELI-EPP

ADDRESS:
REPRESENTED BY:
TITLE:
PASSPORT NUMBER:
COUNTRY OF ISSUE:
DATE OF ISSUING:
DATE OF EXPRIRY:
Rodovia DF 250, Etapa 3, Conjunto G, número 14 / Brasília – Distrito
Federal – Brasil – CEP 73.255-902
HECTOR PEREIRA
C.E.O
GD784637
BRASIL
February 23th, 2022
February 22th, 2032

Bank details:

BANK NAME: BANCO DO BRASIL, Branch number: 1606-3, checking account:

1.009.098-3
BANK ADDRESS: SBS, QD.1, BL.A TERREO/ Brasília – Distrito Federal – Brazil – CEP
70073-900
ACCOUNT NAME: DHIF INTERMEDIAÇÃO DE NEGÓCIOS EIRELI-EPP
ACCOUNT №/ IBAN BR410000000001606001009093C1
SWIFT CODE NO. BRAS BRRJCTA

INVESTOR PARTNER
AGREEMENT №: 78466875
TRANSACTION CODE:
DATE: 12-03-2024

JOINT VENTURE INVESTMENT AGREEMENT

Signed for and on behalf of PARTY-B as PARTNER:

COMPANY: ATI Energy (PVT) LTD

ADDRESS: No. 40, Gallage Mawatha, Mirihana, Sri Lanka

REPRESENTED BY: R.K. BANDULA DAYASIRI DE SILVA

TITLE: DIRECTOR FINANCE
PASSPORT NUMBER: N5629732
COUNTRY OF ISSUE: Sri Lanka
DATE OF ISSUING: 23/11/2015
DATE OF EXPIRY: 23/11/2025

BANK NAME: PEOPLES BANK

BANK ADDRESS: No. 75, Sir Chittampalan A Gardner Mawatha, Colombo, Srilanka
ACCOUNT NAME: ATI ENERGY PVT LTD
ACCOUNT № EURO: 204100190014442
SWIFT- CODE: PSBKLKLX

Whereas, Party A and Party B are individually known as INVESTOR and PARTNER
respectively and jointly known as the “Parties”; and
Whereas, the parties have entered into this agreement to participate exclusively together for
a minimum period of one (1) year in the activities set forth herein; and

WHEREAS, THE PARTIES Have concluded the present Agreement about the following:

INVESTOR PARTNER
AGREEMENT №: 78466875
TRANSACTION CODE:
DATE: 12-03-2024

JOINT VENTURE INVESTMENT AGREEMENT

1. Subject of the Agreement. And Declaration

Under present Agreement Parties have agreed that Investor as irrevocably agrees to invest to
the Partner sum, specified in the p.2.2. of the present Agreement for the purpose specified
in the p.2.1 of the present Agreement, and Partner irrevocably agrees to receive and
accept Investment and utilize it according to the purposes specified in the p.2.1. of the
present Agreement.
The Investor here by also confirm that the funds are good, clean and clear, of non- criminal
origin, f r e e from any liens and encumbrances freely transferable and are payable. The
investor also hereby attests and warrant it/he/she has never been convicted under or been
the subject of, any investigation with respect to:

The Bank Secrecy Act/Anti-Money Laundering (latest

version); and The Drug Trafficking Act 1986 (latest
version); and The Criminal Act of 1988 (latest
version); and
The Prevention of Terrorism (Temporary Provisions) Act of 1989 (latest
version); and The Criminal Justice (International Cooperation) Act of
1990 (latest version); and The Criminal Justice Act of 1993 (latest
version); and
The Anti-Terrorism Act and the USA Patriot Act I and II (2003 and latest revision)
The Electronic Funds Transfer Act 1978 (latest version); and Homeland Security Act
of 2002 (latest version)

2. Conditions of Investment Funds Usage.

2.1 Investment funds under the present Agreement are granted by the Investor to the
Partner for the financing of Partner’s social solar power project development, any other
projects of Partner, and fulfillment of any agreements of Partner. Amount of investment
under the present Agreement is the sum of € 200,000,000.00 (Two Hundred Million
Euros) with further extensions as Parties mutual Agreements

2.2. Full amount €200,000,000.00 (Two Hundred Million Euros) of PAYMENT FOR
INVESTMENT under the present Agreement will be transferred onto the Partner’s
banking account, specified in the present Agreement, via SWIFT MT103 Telegraphic
transfer (TT) cash transfer from the Investor’s bank to the Partner’s bank with no
corresponding banks involvement by the tranches agreed by both Parties, according to
the following

INVESTOR PARTNER
AGREEMENT №: 78466875
TRANSACTION CODE:
DATE: 12-03-2024

JOINT VENTURE INVESTMENT AGREEMENT

Tranche Schedule
First Tranche € 9,000,000 (NINE MILLION EURO)
Second Tranche € 41,000,000 (FORTY-ONE MILLION EURO)
Third Tranche € 75,000,000 (SEVENTY-FIVE MILLION EURO)
Fourth Tranche € 75,000,000 (SEVENTY-FIVE MILLION EURO)
Subsequent tranches as per agreed by both parties

Signatures of the Parties.

For and on behalf of the “INVESTOR”: For and on behalf of the “PARTNER”:

STAMP & SIGNATURE STAMP & SIGNATURE

Name: HECTOR PEREIRA Name: R.K.B.D.DE SILVA
Title: CEO Title: DIRECTOR FINANCE
Passport No.: GD784637 Passport No.: N 5629732
Date of Issue: February 23th, 2022 Date of Issue: 23/11/2015
Date of Expiry: February 22th, 2032 Date of Expiry: 23/11/2025
Country of Issue: BRASIL Country of Issue: Sri Lanka

INVESTOR PARTNER
AGREEMENT №: 78466875
TRANSACTION CODE:
DATE: 12-03-2024

JOINT VENTURE INVESTMENT AGREEMENT

3. Rights and obligations of the Parties Investor irrevocably undertakes to:

Grant to the Partner Investment in amount and on conditions specified in the chapter 2 of
the present Agreement.
Transfer Investment Funds onto the Partner’s banking account via the SWIFT according to
the conditions of Investment specified in the chapter 2 of the present Agreement.
Make transfer of Investment from clean and clear money funds of non-criminal origin, free of
liens and encumbrances.

Partner irrevocably undertakes to:

Lodge present contract in Partner’s receiving bank and arrange reception of Investment.
Receive and accept Investment sent by the Investor by SWIFT.
Utilize Investment according to the conditions of granting of the Investment.
In any and every case, not to use directly or indirectly Investment, profit received from
investment or reinvestment for all and any illegal activity, including but not limited to the:
weapons and warfare trade, illegal drug and narcotics trade, criminal and/or terrorist activity,
slavery, piracy etc.
4. Expenses and losses of Parties.
For the losses, caused by non-fulfillment or/and untimely fulfillment of obligations by one
Party, suffered Party have right to claim compensation for the really originated and
documentary confirmed losses.
5. Term of validity of Agreement and termination of Agreement.
Present Agreement is valid from moment of its signing.
Present Agreement shall be considered as finished after successful completion of the Parties
respective obligations under present Agreement and settle all payments.
Present Agreement can be terminated by mutual written decision of all Parties of
present Agreement.

6. Responsibility of Parties.

Party, breached its obligation under present Agreement, is obliged immediately to inform
about such fact to the other Party and make all depending from it to eliminate all breaches.
Parties carry sole responsibility for their obligations to third persons, if other is not stipulated
in additional agreements about responsibility to third persons.
Disputes settlement.
All disputes and disagreements, arising from present Agreement or connected
with it are settled, if possible, by negotiations between Parties.
In case Parties fail to settle all disagreements by negotiations, then matter will be settled in
court by legal order.

7. Changing conditions of Agreement.

Conditions of present Agreement are obligatory to all Parties of this Agreement and can be
changed only with mutual agreement by all Parties of this Agreement, made in writing. Parties

INVESTOR PARTNER
AGREEMENT №: 78466875
TRANSACTION CODE:
DATE: 12-03-2024

JOINT VENTURE INVESTMENT AGREEMENT

will insert all changes and additions in Appendices to the present Agreement, which are integral
part of present Agreement, in order, as specified in present Agreement.

No Party has right to transfer it’s rights under present to third person without written permission
other Parties of Agreement

8. Other conditions.

In all matters, connected with force majeure circumstances, Parties of the present Agreement accept and
acknowledge terms and regulations of INCOTERMS 2010.
Only employees of the Parties, directly connected with performing of work under the present
Agreement, shall have and access to the information connected with this Agreement. The Parties agree
to observe the rules and regulations of non-disclosure.

Present Agreement is concluded in 2 (two) hardcopies, each of them have equal legal force.
Present Agreement signed in electronic form and has equal legal force as original. The copies signed
by electronic means such as email, fax, telefax are regarded by the Parties to be legal and binding as
if such copies signed in originals.

Signatures of the Parties.

For and on behalf of the “INVESTOR”: For and on behalf of the “PARTNER”:

STAMP & SIGNATURE STAMP & SIGNATURE

Name: HECTOR PEREIRA Name: R.K.B.D.DE SILVA
Title: CEO Title: DIRECTOR FINANCE
Passport No.: GD784637 Passport No.: N 5629732
Date of Issue: February 23th, 2022 Date of Issue: 23/11/2015
Date of Expiry: February 22th, 2032 Date of Expiry: 23/11/2025
Country of Issue: BRASIL Country of Issue: Sri Lanka

INVESTOR PARTNER
AGREEMENT №: 78466875
TRANSACTION CODE:
DATE: 12-03-2024

JOINT VENTURE INVESTMENT AGREEMENT

Party A Passport Copy:

INVESTOR PARTNER
AGREEMENT №: 78466875
TRANSACTION CODE:
DATE: 12-03-2024

JOINT VENTURE INVESTMENT AGREEMENT

Party A Business Registrations Copy:

INVESTOR PARTNER
AGREEMENT №: 78466875
TRANSACTION CODE:
DATE: 12-03-2024

JOINT VENTURE INVESTMENT AGREEMENT

Party B Passport Copy:

INVESTOR PARTNER
AGREEMENT №: 78466875
TRANSACTION CODE:
DATE: 12-03-2024

JOINT VENTURE INVESTMENT AGREEMENT

Party B Business Registrations Copy:

INVESTOR PARTNER
R
AGREEMENT №: 78466875
TRANSACTION CODE:
DATE: 12-03-2024

JOINT VENTURE INVESTMENT AGREEMENT

EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)

EDT’S SHALL BE DEEMED VALID AND ENFORCEABLE IN RESPECT OF ANY PROVISIONS OF THIS
CONTRACT. AS APPLICABLE, THIS AGREEMENT SHALL:

INCORPORATE U.S. PUBLIC LAW 106-229, ‘‘ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL
COMMERCE ACT’’ OR SUCH OTHER APPLICABLE LAW CONFORMING TO THE UNCITRAL MODEL ON
ELECTRONIC SIGNATURES (2001) AND

ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE

UNITED NATIONS CENTRE FOR TRADE FACILITATION AND ELECTRONIC BUSINESS (UN/CEFACT).

EDT DOCUMENTS SHALL BE SUBJECT TO EUROPEAN COMMUNITY DIRECTIVE NO. 95/46/EEC, AS

APPLICABLE. EITHER PARTY MAY REQUEST HARD COPY OF ANY DOCUMENT THAT HAS BEEN
PREVIOUSLY TRANSMITTED BY ELECTRONIC MEANS PROVIDED HOWEVER, THAT ANY SUCH
REQUEST SHALL IN NO MANNER DELAY THE PARTIES FROM PERFORMING THEI OBLIGATIONS AND
DUTIES UNDER EDT INSTRUMENTS.
ELECTRONIC TRANSMISSIONS: EACH PARTY IS TO SIGN AND INITIAL THIS AGREEMENT AND SEND
COPIES TO THE OTHER PARTY VIA ELECTRONIC MAIL AND SHALL BE CONSIDERED THE SAME AS
AN ORIGINAL. WHEN EACH PARTY HAS COMPLETED COPIES OF THIS ELECTRONIC MAIL FROM THE
OTHER PARTY, THE AGREEMENT IS CONSIDERED TO BE FINALIZED BY ALL PARTIES. THE PARTIES
CONSENT AND AGREE TO BE BOUND CONTRACTUALLY BY ELECTRONIC COMMUNICATIONS
RELATIVE TO THE MATTERS ADDRESSED IN THIS AGREEMENT. BY EXECUTING THIS AGREEMENT
BOTH PARTIES ACKNOWLEDGE THAT THEY HAVE THE HARDWARE AND SOFTWARE REQUIRED TO
RECEIVE AND TRANSMIT COMMUNICATIONS (EMAILS AND EMAIL ATTACHMENTS)
ELECTRONICALLY TO EACH OTHER, IN GENERALLY-ACCEPTABLE BUSINESS FORMATS (SUCH
MICROSOFT EXCEL POWERPOINT). BOTH PARTIES SPECIFICALLY AGREE TO DO BUSINESS WITH
EACH OTHER ELECTRONICALLY.

*********************END OF AGREEMENT******************

INVESTOR PARTNER