Purchase of Fractional Ownership of energy storage system with related land and management agreement for Participation in Japan-based Energy Storage Project

This Purchase Agreement (“Agreement”) is entered into by and between:

eCorpOne Co., Ltd.

Kanda-tsukasamachi bldg #501, 2-19 Tsukasa-machi, Kanda, Chiyoda, Tokyo, 101-0048 Japan (Hereinafter referred to as the “Operator “)

and

Buyer Name as written at the bottom of this agreement

Buyer Address as written at the bottom of this agreement

(Hereinafter referred to as the “Buyer”)

WHEREAS:

• The Operator plans to develop, manage, and maintain a grid-connected energy storage system (the “System”) located in Japan, with construction and EPC services fully outsourced to Blue Capital Management Co., Ltd.;
• The Buyer wishes to purchase a fractional ownership unit (“Unit”) in the System developed and constructed by a third party contractor (Blue Capital Management Co., Ltd.), who has no direct contractual relationship with the Buyer.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1.      Purchase Amount and Participation

• The Buyer agrees to remit AED 750,000 (Seven Hundred Fifty Thousand UAE Dirhams) per unit as the purchase price. The total offer consists of 16 equal units, each representing one participation slot in the Energy Storage System.
• The Operator shall use the funds solely for the development, construction, operation, and maintenance of the System.
• The Buyer shall be entitled to a proportionate share of the net distributable profits of the System, after deductions as set forth herein.
• This Agreement does not confer any ownership interest, voting rights, or control over the System or the Operator.
• The Buyer acknowledges that they have been fully informed of all material risks associated with this participation, including but not limited to operational, financial, and regulatory risks, and explicitly waives any claims based on alleged misunderstanding or omission of such information.

2.      Construction Responsibility

• The construction and EPC responsibilities shall be fully outsourced to Blue Capital Management Co., Ltd. (the “EPC Contractor”). Construction is expected to take approximately two (2) years from the commencement date, subject to permitting, procurement, and other regulatory or logistical factors.
• The EPC Contractor shall be solely responsible for all design, procurement, construction, commissioning, and compliance.
• The Operator (eCorpOne Co., Ltd.) shall have no liability for delays, defects, failures, or insolvency of the EPC Contractor.

3.      Binding Effect and Payment Terms

• This Agreement becomes binding only upon receipt and confirmation of full payment in cleared funds into the designated bank account of the Operator (eCorpOne Co., Ltd.) within 10 business days of signing.
• In the absence of full payment, the Operator may cancel the Agreement without penalty.

4.      Profit Distribution

• Profits will be distributed every four (4) months, after deduction of:
• Operating costs including insurance, fixed asset taxes, depreciation asset taxes, electrical inspection and maintenance, bank remittance fees, hardware repair/replacement costs, utility charges, and withholding tax required by Japanese government.
• A management fee of 5% of gross electricity sales.
• A pooled reserve of JPY 20,000,000.
• Any unforeseen or extraordinary costs, disclosed in advance to Buyers, which shall be deducted from gross revenues.
• Any applicable bank remittance or currency exchange fees.
• Distributions will be made in AED, JPY, or other agreed currencies, with any applicable bank or currency exchange fees borne by the Buyer.
• The Operator does not guarantee or forecast any profit amount; past performance does not guarantee future results.

5.      Currency and Market Risk

• The Buyer acknowledges that all funds will be converted into Japanese Yen and that the Operator is not liable for any currency exchange fluctuations.
• The purchase carries market, operational, regulatory, and performance risks. The Operator does not guarantee returns or principal protection.
• The Buyer agrees not to assert any claim for compensation based on market fluctuations, regulatory changes, or economic conditions that affect the value or performance of the System.

6.      Exit and Transfer Restrictions

• The Buyer may not transfer or assign any right or claim under this Agreement for a minimum lock-up period of 36 months.
• After this period, any transfer:
• Must be reported in advance to the Operator, including the agreed sale price.
• Is subject to KYC/AML checks on the transferee.
• Requires prior written approval by the Operator.
• Is subject to a 4% transfer fee (based on the sale price), payable by the Buyer or transferee, covering processing, legal, and compliance costs.
• The Operator retains the right of first refusal.
• The Operator may assist in finding a qualified replacement Buyer on a commercially reasonable basis but does not guarantee liquidity or repurchase.

7.      Operational Period and Asset Sale

• The System shall be operated for an initial period of ten (10) years. At the end of this period, the Operator will attempt to sell the System and notify all Buyers of the proposed sale price.
• If two-thirds (2/3) or more of the Buyers consent in writing, the Operator shall proceed with the sale. From the gross sale proceeds, a 5% transaction fee and other related sale costs will be deducted. The net proceeds shall then be distributed to Buyers in proportion to their participation rights.
• If no such consent is obtained, the Operator shall continue to operate the System for up to a maximum period of twenty (20) years from the commencement date.
• The JPY 20,000,000 reserve fund shall remain pooled for operational contingencies and refunded proportionally upon withdrawal or final liquidation.

8.      AML and KYC Compliance

• The Buyer affirms that funds are legitimate and unrelated to money laundering or illegal activities.
• KYC checks are required prior to payment. If not satisfied, the Operator may reject the transaction.
• If false or misleading information is discovered after payment, the Operator may terminate this Agreement and refund the payment after deducting transaction and management fees.

9.      Liability Limitation

• Operator may make configuration changes, system upgrade, and maintenance tasks, which may cause short term service disruption and may cause up to 1% of revenue loss per year.
• The total liability of the Operator under this Agreement shall not exceed the amount of the Buyer’s original payment.
• The Operator shall not be liable for delays or failures caused by force majeure events including natural disasters, war, governmental actions, or pandemics.
• The Buyer may not initiate claims for fraud or negligence except in cases of proven willful misconduct or gross negligence by the Operator.

10. Governing Law and Dispute Resolution

• This Agreement is governed by Japanese law.
• Any disputes arising from this Agreement shall be resolved through arbitration in Singapore under SIAC Rules, in English.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

eCorpOne Co., Ltd.

Signature: will be signed

Name: Akihiro Fujikawa

Title: Representative Director