Project Service Management Agreement

ENERGEA BRASIL OPERAÇÕES LTDA., a limited liability company duly existing under the laws of the
Federative Republic of Brazil, with headquarters at 280 Barao de Jaguaripe, #501, Ipanema, Rio de Janeiro, enrolled
with the CNPJ/ME under nº 41.161.846/0001-90, hereby represented in the form of its Articles of Association by
its undersigned legal representatives (herein known after as "Energea"); and

GERA ENERGIA E GESTÃO LTDA., Under the trade name of Gera , a legal entity governed by private law,
registered with the CNPJ under the number: 39.322.374/0001-69, headquartered at Praia de Botafogo, No. 440,
office 1301, Botafogo, Zip Code 22.250-908, in the City of Rio de Janeiro, State of Rio de Janeiro, Brazil, here
represented by André Cavalcanti de Castro, registered with the CPF under the number: 090.899.597-00, and Ramon
de Oliveira Junior, registered with the CPF under the number: 059.072.327-81, hereinafter referred to
as "Contractor");

hereinafter simply referred to collectively as "Parties" and individually as "Party".

WHEREAS:

(a) Both Parties are developers of Distributed Generation (“DG”) Projects in Brazil;
(b) Contractor is developing two solar DG sites, one in the state of Rio de Janeiro and the other in the state of
Mato Grosso do Sul, as described in Section 1.1 below (“Projects”);
(c) Energea intends contract services of Projects’ development upon the successful delivery of the Deliverables,
as defined in Section 2.1 below (“Services”);
(d) The Services means a complete service done by the Contractor to fulfill obligations of this contract and
provide all Deliverables set forth in Section 2.1 below.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties and
agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:

PURPOSE:

The purpose of this Project Service Management Agreement (“Agreement”) is to establish the terms in which
Energea contract the Services of Projects’ development from the Contractor.

FIRST SECTION – Projects Description

1.1 Contractor agrees to provide to Energea the Services, and Energea agrees to pay Contractor for the
Services, free and clear of any and all liens, debt and encumbrances, related to the Projects defined in items (i) and
(ii) below. The Service price to be paid by Energea to the Contractor shall be the total amount of R$ 630,000 (six
hundred and thirty thousand reais) (“Service Price”), shall be paid as follows:

(i) Project #1: “Francisco” – Seropedica, RJ, 2.275MWac expandable to 2.5MWac

Service Price = R$330,000 (three hundred and thirty thousand reais).

(ii) Project #2: “Navirai” – Navirai, MS, 2.5MWac

Service Price = R$300,000 (three hundred thousand reais).

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2.1. Should the Projects change in size to be smaller than 2.275MWac and 2.5MWac respectively, the Service
price shall be reduced proportionally. The reduction in Service Price shall take effect when calculating the Second
Payment as defined below.

SECOND SECTION – Responsibilities and Terms of Renumeration

2.1 Contractor will provide the following deliverables (“Deliverables”) for each Project to Energea within 90
(ninety) days from the execution of this Agreement:

 Parecer de Acesso – Issued by the local utility in the name of legal entity indicated by Energea as well as
executed CUSD and CCER agreements from the interconnecting utility;
 Environmental License – Issued by the local municipality and/or any other governmental body required
to issue such license to construct the Projects;
 Land Lease – Fully-executed land lease or surface rights agreement in a form approved by Energea;
 Land Documents – All real estate documentation related to the Projects that may be requested by Energea
such as (but not limited to) CAR, CCIR, Matricula, photo ID of owner, ITR Statement, etc.; and
 Development Documents: - The following development documentation related to the Projects: electrical
studies requested by the Discos, topographical drawings and PVSyst.

2.2 Energea will be responsible for the following:

 Complete document due diligence in a timely manner, provided that all documents necessary and required
by Energea have been duly delivered by Contractor;
 Provide Contractor with the required items to complete their deliverables, namely, the form land lease, and
the entity for which the Parecer de Acesso should be issued; and
 Communicate any issues that Energea becomes aware of with the Projects in a timely manner and work
collaboratively to resolve any issues.

2.3 Payment of the Service Price – Energea shall pay the Contractor upon the following Milestones:

(i) Down Payment:

Project #1 = 70% of the Service Price within 5 business days of the signing of this Agreement.
Project #2 = 30% of the Service Price within 5 business days of the signing of this Agreement.
Total Down payment = R$321,000.00

(ii) 2nd Payment:

Project #1 = 30% of the Service Price
Project #2 = 70% of the Service Price

Due Date - within 15 business days of the successful delivery of all the Deliverables in Section 2.1, provided that
all such deliverables have been verified and accepted by Energea at its sole and absolute discretion.

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2.4 Any and all payments to be made under this Agreement to any of the Parties shall be made by means of
electronic transfer of immediately available funds to the bank account of the Parties, as notified to the other Party
from time to time. Contractor and Energea hereby acknowledge and accept that the evidence of receipt, by the
relevant Party, of the deposit made in the bank account indicated by the other Party shall be deemed as a receipt of
the respective amount and a full, general, irrevocable and irreversible release to Contractor or Energea, as applicable,
in relation to the respective payment, provided that there is no cancellation of such payment.

2.5 Long Stop Date – If the Contractor is unable to complete all the deliverables of Section 2.1 to the satisfaction
of Energea, within 90 (ninety) days of signing of this Agreement, Energea, in its sole discretion, may request a full
refund of the Down Payment and terminate this Agreement. Contractor shall refund the Down Payment to Energea
within 5 (five) business days from Energea’s request.

2.6 The Parties expressly acknowledge that the Service Price has been agreed and that it faithfully reflects the
Parties' wishes. In this sense, from now on the Parties agree irreversibly and irrevocably, forcing themselves to
respect it, in order not to discuss its value and the criteria for fixation.

2.7 All taxes, incidental or consequential to this Agreement, shall be collected by its taxpayer or responsible
party, pursuant to the tax legislation, and the Party responsible for paying undertakes to keep the other Party free
from any claims, and procedures of any nature in relation to that tax.

2.8 Payments that are not paid within thirty (30) business days from the due date will have added a fine of 2%
(two percent), as well as moratory interest of 1% (one percent) per month and monetary update by the positive
variation of the IPCA/IBGE, both pro rata die, for the period between the expiration date and the date of the actual
payment.

THIRD SECTION – TERM

3.1 This Agreement shall enter into force on the date of its signature and shall last for four months (4) unless
otherwise terminated by either party subject to Section 6.1 below.

3.2 This Agreement may be amended, modified or supplemented only by a written agreement executed by all
Parties.

FOURTH SECTION - PARTIES ADDITIONAL OBLIGATIONS

4.1 Subject to the confidentiality rules of Section 9 below, the Parties undertake to provide any and all
information that may be of interest to the other Party relating to the Services.

4.2 All expenses incurred by any Party, including travel, hotel, food, communication, and other expenses
incurred, shall be exclusive responsibility of the Party that has incurred them.

FIFTH SECTION – COMMUNICATIONS

5.1 Any and all notices or any other communications required or permitted under this Agreement will be
accepted as received, if forwarded in writing by email, personal delivery, facsimile, special delivery service or letter
with notice of receipt ("AR") sent by post, without need for receipt by the Parties' legal representatives, provided
that they are addressed to the relevant Party at their respective address as indicated below or other subsequently
informed by notification, pursuant to this Fifth Section:

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a) If to Energea:

A/C: Chris Sattler

Tel.: (55) 21 98624-5588
Email: [email protected]

b) If to Contractor:

A/C: André Castro

Tel.: (55) 21 2530-0591
Email: [email protected]

SIXTH SECTION - TERMINATION AND RESPONSIBILITY

6.1 This Agreement may be terminated as follows:

(i) unilaterally by Energea, at its own discretion, if Contractor has not completed all Deliverables of Section
2.1, as provided in Section 2.5.

(iii) Contractor may terminate this Agreement at any time by returning to Energea any amounts Contractor has
received from the date of signing the Agreement through the date of termination, including the Down Payment
(“Refund”), plus termination penalty R$300,000 (“Termination Penalty”). In the event Contractor elects to terminate
this Agreement, the Refund and the Termination Penalty shall be due and payable to Energea within 5 (five) business
days of such termination.

6.2 In the event of termination of this Agreement as provided in the section above, this Agreement shall
forthwith become void and there shall be no liability on the part of Energea and, the provisions of the Section 2.5,
Section 7 and Section 8 (confidentiality and exclusivity) and Section 10.8 (court) shall remain in force.

SEVENTH SECTION – CONFIDENTIALITY

7.1 The Parties undertake by themselves, their directors, employees, agents and authorized representatives,
external consultants, sub-Contractors and suppliers with whom they have relations under this Agreement
("Representatives"), to take all necessary measures to ensure and safeguard the secrecy and confidentiality of any
information received or from the other Party ("Disclosing Party") as a result of the negotiation, execution or
performance of this Agreement and all its terms, being expressly prohibited the disclosure of the same by any of the
Parties ("Receiving Party") which shall be duly identified as confidential (henceforth named "Confidential
Information").

7.1.1 The obligation of confidentiality of the Parties as described above covers any of its jointly controlled,
affiliated, associated, controlled or controlling companies, either in isolation or in association with any party other
than the parties to this Agreement.

7.2 The confidentiality referred to in this Section will include (i) the potential business object of the Agreement;
(ii) all documents and information that are made available due to the object of the Agreement; (iii) all documents

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and information that are created due to the object of the Agreement; and (iv) to any other document or draft
document exchanged between the Parties related to the business object of the Agreement, applying itself especially
in relation to information on the technology to be employed, engineering design, equipment detailing, among others.

7.2.1. In case of doubt about the confidentiality of certain information, the respective Party shall treat it under
secrecy under this Agreement, until it is authorized in writing to treat it differently by the other Party. In no way
shall silence be interpreted as a release from the commitment to maintain the secrecy of information.

7.3 Confidential Information shall not include any information that:

(i) is already available to the Receiving Party, if the possession of such Confidential Information is not, at the
knowledge of the Receiving Party, subject to another confidentiality agreement with other obligations of secrecy to
the Disclosing Party;

(ii) is or becomes publicly available other than through the Receiving Party or its Representatives;

(iii) becomes available to the Receiving Party from a third party; or

(iv) is, either before or after disclosure by the Disclosing Party, independently developed by the Receiving Party
and not as a result of disclosure of such Confidential Information by the Disclosing Party to the Receiving Party.

7.4 The obligations of confidentiality and non-use of the Confidential Information are also not applicable if the
Receiving Party is obliged to disclose them due to:

(i) Laws or regulations applicable to the Receiving Party or rules and requirements of any Securities or Stock
Exchange Commissions in which the Receiving Party has its shares listed; or:

(ii) a court order, not subject to appeal by the Receiving Party, issued by courts or competent governmental
bodies.

7.4.1 In the cases of items (i) and (ii) above, prior to disclosure, the Receiving Party shall notify in writing the
Disclosing Party, providing details of the need to disclose the Confidential Information so that the Disclosing Party
may means appropriate seek to prevent the disclosure of Confidential Information. The Receiving Party shall
cooperate with the Disclosing Party so that it may obtain effective protection, capable of preventing the disclosure
of Confidential Information. If the Disclosing Party does not obtain such protection or permit the disclosure of
Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information
requested by law and use all necessary means to ensure that the Confidential Information provided confidentially
and is not disclosed to third parties.

7.4.2 The Parties undertake not to make any announcement or affirmation, verbal or written, or to inform third
parties of the existence of this Agreement or of any negotiations between them, without prior written consent of the
other Party, unless the disclosure of such information arises from Judicial or legal determination.

7.4.3 Any communication to the market, the press or the general public related to this Agreement may only be
made if previously authorized by all Parties in writing and in manner in accordance with their specific instructions,
which may not deny authorization for communications required by law, regulation, legal standard, judicial
determination or competent authority or body.

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7.5 In the event that this Agreement is terminated and/or finished for any reason as determined in this
instrument, or if the Disclosing Party so requests, the Receiving Party shall return, or immediately destroy, as may
be requested by the other Party, all material that has been delivered to him by reason of the object of the Agreement.

7.6 In the event of any breach of any provision of this Agreement by the Receiving Party or its Representatives,
the Receiving Party shall indemnify the Disclosing Party for all direct damages proven to have been incurred by
virtue of such breach – excluding indirect damages, consequential damages, and/or lost profits -, including, but not
limited to, attorneys’ fees limited to 10% of the value of the case and to legal costs possibly incurred as a result of
the aforementioned violation, with competent proof.

7.7 The obligations of confidentiality provided by the subscribers of this Agreement shall remain valid,
regardless of its termination, for a period of 2 (two) years from the date of signature.

EIGHTH SECTION – EXCLUSIVITY

8.1 This Agreement will mean that the Contractor will develop the Projects exclusively to Energea during the Term
of this contract and shall not engage in any discussion with any other potential buyers or financiers regarding the
Projects.

NINTH SECTION – WARRANTIES

9.1 Each Party hereby declare that it’s aware of, know, and understand the terms of the Brazilian anti-corruption
laws or any other applicable law regarding the subject matter of this Agreement, in particular United States of
America’s Foreign Corrupt Practices Act, Act, 15 U.S.C. §§ 78dd-1 et seq. – (“FCPA”) (“Anti-corruption Rules”),
and undertake to refrain from any activity that constitutes a violation of provisions the of these Anti-Corruption
Rules.

9.1.1 Each Party, by itself and by its administrators, directors, officers and agents, as well as its partners who may
act on its behalf, undertake to conduct its business practices, during the term of this Agreement, in an ethical manner
and in accordance with the applicable legal precepts. In the performance of this Agreement, neither Contractor nor
any of its directors, employees, agents or partners acting on its behalf, shall give, offer, pay, promise to pay, or
authorize the payment of, directly or indirectly, any money or anything of value to any governmental authority,
consultants, representatives, partners, or any third party, or the purpose of influencing any act or decision of the
agent or government, or to assure any undue advantage, or direct business to, any person, and which violates the
Anti-Corruption Rules.

TENTH SECTION – GENERAL PROVISIONS

10.1 This Agreement does not constitute a fiduciary relationship, partnership or joint venture between the Parties.

10.2 This Agreement represents the consent of the Parties with respect to the subject matter herein and prevails over
all other agreements, contracts, promises, conventions, arrangements, communications or statements, whether
verbal or written, prior to this date.

10.3 This Agreement obligates the Parties, their successors and assigns, under any circumstances. The Parties
agree to seek in good faith the attainment of the objectives of this Agreement, as defined herein.

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10.4 The signatory Parties are hereby legitimately represented and have obtained all the necessary approvals and
consents for the execution of this Agreement.

10.5 The Parties shall not assign to third parties the rights and obligations under this Agreement without the prior
and express authorization of the other Party.

10.6 The ineffectiveness or nullity of any provision of this Agreement shall not imply nullity or ineffectiveness
of the remaining provisions of this Agreement, which shall continue in full force as agreed. In such cases, the Parties
undertake to negotiate in good faith a solution that will achieve the objectives of such provision canceled or
considered ineffective.

10.7 The fact that any Party ceases to require at any time to comply with the provisions of this Agreement or to
cease exercising any option, alternative or right provided for therein shall not constitute a waiver of any of its
provisions or affect its validity, in whole or in part, which is hereby assured to any Party, thereafter, to demand
compliance with any and all provisions of this Agreement, as well as exercise said option, alternative or right, except
as expressly provided in this Agreement. No waiver of any provision of this Agreement shall be effective to the
other Parties, unless in writing and made by the relinquishing Party or its legal representative.

10.8 This Agreement shall be governed by and construed in accordance with the laws in force in the Federative
Republic of Brazil, and the Central Forum of the District of the State of Rio de Janeiro shall be elected to settle any
disputes arising therefrom.

10.9 In accordance with Provisional Measure No. 2,200/2001 (mainly, article 10, paragraph 2 thereof), the
Parties expressly agree and accept the use of electronic signature solutions to execute this instrument. The Parties
also represent that such electronic signature constitutes a valid and reliable means to confer authenticity and
integrity to this Agreement for all legal purposes.

Being thus fair and contracted, the Parties sign, through their duly authorized legal representatives, this Project
Asset Acquisition Agreement in the same content and form.

Rio de Janeiro, June 21, 2021.

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[Signature Page of the Project Service Management Agreement between Energea Brasil Operações
Ltda. And Gera Energia e Gestão Ltda., dated June 21st, 2021]

Energea Brasil Operações Ltda.

____________________________________
Chris Sattler
Director

Gera Energia e Gestão Ltda.

____________________________________
André Cavalcanti de Castro
Director

Witness 1:

____________________________________
Name: Luiz Gil de Leão
CPF: 062.275.159-06

Witness 2:

____________________________________
Name: Isabella Vieira Mendonça
CPF: 139.589.017-00

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 Audit Trail

Title
Project Service Management Agreement - Gera 30.06
File Name
Project Service M...- Gera 30.06.docx
Document ID
55924ab146c06dc7538f021d6f6371b7385200a5
Audit Trail Date Format
MM / DD / YYYY
Status Completed

07 / 01 / 2021 Sent for signature to Chris Sattler ([email protected]),

18:46:41 UTC Luiz Leão ([email protected]), Isabella Mendonca
([email protected]) and André Cavalcanti de Castro
([email protected]) from [email protected]
IP: 73.246.201.37

07 / 01 / 2021 Viewed by Isabella Mendonca ([email protected])

18:46:54 UTC IP: 73.246.201.37

07 / 01 / 2021 Signed by Isabella Mendonca ([email protected])

18:47:07 UTC IP: 73.246.201.37

07 / 01 / 2021 Viewed by Luiz Leão ([email protected])

18:49:07 UTC IP: 179.246.211.243

07 / 01 / 2021 Signed by Luiz Leão ([email protected])

18:49:34 UTC IP: 179.246.211.243
 Audit Trail

Title
Project Service Management Agreement - Gera 30.06
File Name
Project Service M...- Gera 30.06.docx
Document ID
55924ab146c06dc7538f021d6f6371b7385200a5
Audit Trail Date Format
MM / DD / YYYY
Status Completed

07 / 01 / 2021 Viewed by André Cavalcanti de Castro

18:54:14 UTC ([email protected])
IP: 189.26.244.146

07 / 01 / 2021 Signed by André Cavalcanti de Castro

18:55:06 UTC ([email protected])
IP: 189.26.244.146

07 / 01 / 2021 Viewed by Chris Sattler ([email protected])

18:59:43 UTC IP: 187.26.175.23

07 / 01 / 2021 Signed by Chris Sattler ([email protected])

19:00:27 UTC IP: 187.26.175.23

07 / 01 / 2021 The document has been completed.

19:00:27 UTC