Solar Group Limited

https://solargroup.pro

INVESTMENT AGREEMENT № 280349

dated as 08.10.2020

SOLAR IT PROJECT PRIVATE LIMITED, an exempted company with limited liability incorporated
pursuant to the laws of the Republic of india with registration number 140268 at 12 January, 2021,
represented by Sergei Semenov, acting on the basis of the Charter, hereafter named the Investment
Recipient or Company, as the party of the first part, and You , hereafter named Investor or Client, as
the party of the second part, together named Parties and individually – the Party, have entered into
the current Investment Agreement (Agreement hereafter) as follows:
You agree and understand that by using our services, you are agreeing to enter into this investment
agreement (the “Investment Agreement”) by and between you and us and be legally bound by its
terms and conditions.

1. Definitions and Interpretations

1.1. Investor – party granting the investment to the Investment Recipient for achieving the goals
(investment activity results) as stipulated by the Agreement.

1.2. Investment Recipient – party receiving the investment for achieving the goals (investment
activity result) as stipulated by the Agreement.

1.3. Investment – own, loan and/or raised monetary funds invested by the Investor in accordance
with the Agreement.

1.4. Investment Activity – activity with the transferred investment for achieving the goals – the
investment activity result – for which the Investment is provided.

1.5. Investment Activity Result – achieving the goals for which the Investment is provided and/or
for obtaining any other beneficial effect.

1.6. Personal account – a virtual personal account of the Investor located on the Investment
Recipient servers and found at https://solarproject.pro/, which can be accessed after the
authorization procedure (entering the login and password that only the Investor knows).

1.7. Investment share – a unit of measuring the investment participation in the project. The
electronic copy of the share is shown in the Personal Account of the Investor.

1.8. Earning capacity per share – the sum of the Company profit divided by the sum of the shares
given to the investors by the Company.

1.9. Price list – a ranked list of prices established in the company taking into account the discounts
and other (special) conditions. Applied for different categories of Investors including the sum and the
number of Shares (Packages of Shares).

2. Agreement scope

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2.1. In compliance with the conditions of the Agreement the Parties undertake by their combined
efforts to provide the implementation of the investment project (hereafter - Project), where the
Investor provides financing of the Investment Recipient by means of giving the investment and the
Investment Recipient undertakes to provide using the transferred investment for the Project and
additional activities connected with achieving the goals of the project financing.

2.2. After providing the Investment in accordance with the conditions of the present Agreement, the
Recipient undertakes to provide capital and investment management services, investment portfolio
at its own discretion in the interests of the Investor. Transactions for the clients will be executed
through brokers selected by the Investment Recipient. The Investment Recipient will seek to obtain
the best execution for the client, taking into account the following factors:
• the ability to effect prompt and reliable executions at favorable prices (including the applicable
dealer spread or commission, if any);
• the operational efficiency with which transactions are effected and the efficiency of error
resolution;
• taking into account the size of order and difficulty of execution;
• the financial strength, integrity and stability of the broker;
• special execution capabilities; clearance; settlement; reputation; online pricing;
• block trading and block positioning capabilities;
• willingness to execute related or unrelated difficult transactions in the future;
• on-line access to computerized data regarding clients’ accounts;
• performance measurement data;
• the quality, comprehensiveness and frequency of available research and related services
considered to be of value;
• the competitiveness of commission rates in comparison with other.

2.3. The sum of the Investment provided by the Investor under the Agreement are stated in the
Schedules to the present Agreement which constitute an integral part of the present Investment
Agreement.

2.4. The investment activity result is achieved by implementing the Project. The information on the
current ideas of the Project monetization, steps of the Project implementation as well as the current
changes in the Project is given in the Personal account of the investor. The changes in the Personal
account as well as new documentation on the Project implementation placed in this section
constitutes a part of the Project itself.

2.5. The Investor undertakes to provide financing in accordance with the Agreement conditions and
the Recipient undertakes to conduct the Investment activity and achieve the Investment Activity
Result for which the Investment is provided.

3. Term of Agreement

3.1. The Agreement comes into force from the moment of the Agreement Acceptance and shall
continue until the fulfillment of the obligations by the Parties.

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3.2. The Agreement Acceptance is taking by the Investor of all of the following actions:
• Expressing consent with all Agreement conditions by means of checking the box of the
corresponding item in the Personal account.
• Transferring the Investment to the Recipient account in accordance with the procedure stipulated
in clause 4 of the Agreement.

3.3. The Agreement Acceptance entails entering of the Investor and the Investment Recipient into
the Agreement under the present Agreement conditions.

3.4. The Investor acknowledges that any consent confirmed technically by undergoing the
procedures stated at https://solarproject.pro/ website is considered to be contracted and doesn’t
require any additional or other documentary proof from the Investor.

4. Procedure of Settlement

4.1. The Investment under the Agreement is determined in the monetary form, the main currency is
USA dollars at the conversion rate to Indian rupees on the date of the investment (hereafter – USD) .
If so agreed, the Parties may accommodate transferring the investment in other currency.

4.2. The Investment is delivered by the Investor in accordance with the conditions of the Agreement
by means of transferring the desired sum to the account of the Investment Recipient. The
Investment sum is stated in the Schedules to the present Agreement.

4.3. The Investment sum is shown in the Personal account of the Investor during seven business
days from the moment when the funds are credited to the account of the Investment Recipient.

4.4. After the Investment sum is actually delivered by the Investor and shown in the Personal
account, the Investor gets the right to choose and get the desired Package of Shares in accordance
with the established for the Investor Price list within the range of the available funds sum.

4.5. The Investment Recipient reserves the right to unilaterally introduce amendments to the Rules
of making investment to provide effective implementation of the investment Project. Such
amendments come into force from the moment of placing the amended text in the personal account
of the investor unless another effective date is additionally specified there.

4.6. The way of transferring the Investment under the Agreement is crediting the monetary funds by
the Investor in USA dollars or other currency agreed by the Parties to the account of the Investment
Recipient stated in the Personal account of the Investor. The payment obligations of the Investor
under the Agreement are considered to be fulfilled from the day when the monetary funds are
credited to the account of the Investment Recipient and choosing the desired share package as
stipulated in clause 4.4 of the present Agreement.

4.7. The Investor has the right to increase the sum of investment in accordance with the current
Price list on a common basis.

5. The Procedure of Implementing Investment Activity

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5.1. Investment activity implementation is carried out by the Investment Recipient using its own
resources and/or third-party contractors, whilst choosing the engaged (third) parties (providers,
contractors, etc) is performed by the Recipient in its sole discretion.

5.2. The Investment Recipient can contract scientific, legal, financial and other organizations if it’s
required for achieving the Result of the Investment Activity.

5.3. The Investment Recipient accepts full discretionary authority to manage a investment portfolio
on behalf of the Investor. The Investor grant full trading discretion through this agreement or
applicable fund governing documents. The Investor allows to the Investment Recipient to determine
asset selection, pricing and timing of purchases and sales of individual securities without prior
approval from the Investor. This includes the authority to direct the investment and reinvestment of
any and all assets in client accounts in any type of security or any type of program as deemed to be
appropriate by Company and not prohibited under the Investment Policy to achieve the stated goals
of the Investor. This also includes the authority to vote Investor proxies pursuant to the terms
described below. In some cases Investor have the option to decide which investment instruments are
purchased into their portfolios.

6. Liability of the Parties and Warranties

6.1. The Investment Recipient undertakes to:

6.1.1. Provide Project financing in accordance with the goals of the Project and conditions of the
Agreement.

6.1.2. Use the delivered investment for achieving the goals while doing organizational, marketing,
advertising promotions necessary for implementing the Project and achieving the Results of the
Investment Activity.

6.1.3. Use funds for implementing the project and transfer funds serving the interests of the project
with the deduction of the organizational and advertising expenses.

6.1.4. Incur expenses for the Project updates and other documentation (in case implementing these
is necessary) and incur expenses for managing the process of the investment activity by means of
the accepted investment funds.

6.1.5. Inform the Investor about the progress of the Project implementation and about the Project
financing stages.

6.1.6. Provide access to the Personal Account for the Investor within the scope of the present
agreement.

6.1.7. Maintain accounting of the Shares and other funds of the Investor in the Personal account
(virtual account) by means of showing the data.

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6.1.8. Upon the company decision in order to make the investor participation in the project the most
profitable and to guard the interests of the investor, the Investment Recipient carries the right to
convert (change) the given to the investor shares to other assets proving the right of the investor to
get profit from the company investment activity.

6.2. The Investor undertakes to:

6.2.1. Make investments under the Agreement to the extent and on the terms and conditions
stipulated by the provisions of the present Agreement.

6.2.2. Fulfill other obligations stipulated in the Agreement in a proper manner.

6.2.3. Adhere to the provisions stated in the personal account and follow the additions and
amendments in the provisions and offers of the personal account.

6.3. The Investment Recipient is entitled to:

6.3.1. Demand from the Investor to fulfill the obligations under the Agreement.

6.3.2. Determine in compliance with the Agreement and Project the scope and precise directions of
applying the Investment required for achieving the Result of the Investment Activity.

6.3.3. Exercise other rights granted by the Agreement.

6.3.4. The Investor is not entitled to partially and/or fully assign their contractual rights to any third
party, which includes giving the Personal account login and password to any third party.

6.4. The Parties are liable for breaching or improper performance of their contractual obligations
under the Agreement.

6.5. The Investor liability and warranties:

6.5.1. The Investor warrants timely execution of its obligations under the Agreement.

6.5.2. The Investor warrants that it’s not a resident of a limited financing country. The Investor is
aware of the list of limited financing countries in the investor personal account. In case of non-
compliance with this clause, the investor shall be obliged to incur all costs caused by this breach and
its effects.

6.5.3. In case the Investment transfer due date under the Agreement is breached, the Investment
Recipient is entitled to increase the time of performing its obligations in proportion to the delay of
the Investor in performing its obligations.

6.6. The Investment Recipient liability and warranties:

6.6.1. The Investment Recipient warrants timely execution of its obligations under the Agreement.

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6.7. Under the Agreement the Investor can’t spread unreliable information damaging the Company
goodwill. Spreading information damaging the goodwill is construed as communicating it to people
by transmitting in mass media, informing by means of radio, in public speaking, Internet publishing,
chats and messengers as well as any other information disclosure to a third party or general public

7. Property Rights

7.1. Upon the achievement of the Result of the Investment activity expressed in the beginning of the
Project monetization, the Investment Recipient undertakes to pay the Investor the income from the
profit that the Investment Recipient gets in proportion to the number of shares the Investor
possesses. The profitability per share is calculated as the sum of the Company’s profit divided by the
amount of the shares credited by the Company.

8. Grounds and Procedure of Agreement.Termination

8.1. The agreement can be terminated by mutual consent of the Parties and on a unilateral basis
upon the written request of one of the Parties on the grounds stipulated.

8.2. The investment Recipient is entitled to make amendments to the Agreement on a unilateral
basis for achieving the stated investment goals.

8.3. The investment Recipient may terminate the Agreement unilaterally if

8.3.1. The Investor breaches the financing conditions under the Agreement.

8.3.2. The Investor breaches the provision stated in clause 6.2.3 of the present Agreement.

8.3.3. In case of a unilateral Agreement termination by the Investment Recipient as well as if the
Parties mutually agree upon it, the Company offers the purchased by the investor Shares for sale.
The company transfers the funds obtained from selling the shares to the client using the details
provided by the client by deducting the costs incurring from doing marketing, organizational,
advertising promotions required for achieving the Result of the Investment Activity and
implementing the Project.

9. Dispute Settlement

9.1. The Parties agree that any disputes, conflicts or requirements arising from the Agreement
relating to it or its breaching, terminating or invalidity will be settled by means of negotiations.

9.2. In case the disputes and disagreements can’t be settled by the Parties within 30 (thirty)
calendar days by means of negotiations, such disputes and disagreements will be settled in
accordance with applicable law.

10. Force Majeure

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10.1. The Parties shall not be held liable for complete or partial failure to comply with their
obligations under the Agreement in case such failure is a result of acts of God, namely: a fire, flood,
earthquake, strike, war, actions of governmental authorities or other events beyond the control of
the Parties.

10.2. The Party that fails to comply with its obligations under the Agreement shall as soon as
reasonably possible but not later than 5 (five) calendar days after the event of force majeure send a
written notification to the other Party providing the supporting documents issued by the competent
authorities.

11. Miscellaneous

11.1. The Parties have no accompanying verbal agreements. The content of the Agreement text is in
exact accordance with the real declaration of will of the Parties. The Agreement is drawn up in
English.

11.2. All correspondence on the Agreement subject matter preceding entering into the Agreement is
made void from the day of entering into the Agreement.

11.3. The Parties acknowledge that if any of the Agreement provisions is made void during the term
of the Agreement due to legislative changes, other Agreement provisions are legally binding for the
Parties throughout the term hereof.

11.4. Each Party is exclusively responsible for the relevant obligations on paying all taxes and other
mandatory payments relating to entrance into and performance of the Agreement.

12. Addresses, Signatures and Details of the Parties

INVESTOR SOLAR IT PROJECT PRIVATE LIMITED

Kushwaha Suman 212, 2nd Floor, Ratan Jyoti Apartment, Sector-4, Vaishali,
Ghaziabad, Uttar Pradesh, India – 201010
________________________________ Director, Sergei Semenov

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