SolarIQ Transaction Fee and Non-Circumvention Terms

These Transaction Fee and Non-Circumvention Terms ("Fee Terms") apply where a user has accepted, signed or otherwise become bound by a Fee Notice, mandate, engagement letter, Transaction-specific agreement or other written or electronic arrangement which provides for a fee to be payable to SolarIQ.

The person identified as responsible for payment of the relevant fee shall be referred to in these Fee Terms as the "Fee Payer". The Fee Payer may be a Project Owner, Seller, Investor, Buyer, Funder, developer, lender, sponsor, intermediary or other Transaction participant.

These Fee Terms establish the rules governing the calculation, protection and payment of Transaction Fees. The particular commercial terms applicable to each mandate or Transaction shall be set out in the relevant Fee Notice or other applicable Transaction-specific terms.

Nothing in these Fee Terms, standing alone, creates an obligation to pay a Transaction Fee where no such fee has otherwise been agreed.

Where there is any inconsistency between applicable contractual documents, the following order of precedence shall apply: (a) Definitive Transaction Documents, but only to the extent that they expressly regulate the relevant fee obligation; (b) an expressly agreed Transaction-specific fee agreement, mandate, engagement letter or Fee Notice; (c) these Fee Terms; (d) the applicable Investor and Funder Terms or Project Owner and Seller Terms; and (e) the Platform Terms.

"Affiliate" means, in relation to a person, any entity which directly or indirectly controls, is controlled by, or is under common control with that person.

"Business Day" means a day other than a Saturday, Sunday or public holiday in England on which banks in London are generally open for business.

"Completion" means completion, closing, first funding or such other completion event specified in the applicable Fee Notice.

"Definitive Transaction Documents" means the legally binding agreements entered into for the purpose of implementing a Transaction.

"Fee Notice" means any written or electronically presented notice, schedule, mandate, engagement, order form or other record setting out the fee arrangements applicable to a Project, counterparty, introduction or Transaction.

"Fee Payer" has the meaning given in clause 1.

"Introduced Party" means a person whose identity, Project, Investment Opportunity or relevant Transaction connection is first disclosed or introduced to the Fee Payer by or through SolarIQ in circumstances to which these Fee Terms apply.

"Introduction" includes an introduction made through the Platform, email, telephone, meeting, Data Room, teaser, Project profile, disclosure of identity, presentation, message, document or other communication by or through SolarIQ.

"Protected Counterparty" means an Introduced Party and, where reasonably relevant to the Transaction, any Affiliate, fund, managed account, acquisition vehicle, special purpose vehicle or other entity through which that Introduced Party participates in the Protected Transaction.

"Protected Introduction" means an Introduction protected under these Fee Terms and the applicable Fee Notice.

"Protected Opportunity" means the Project, asset, company, portfolio, financing opportunity, Investment Opportunity or other commercial opportunity identified in connection with a Protected Introduction.

"Protected Transaction" has the meaning given in clause 6.

"Protection Period" means the period specified in the applicable Fee Notice or, if no period is specified, 24 months from the date of the relevant Protected Introduction.

"Transaction" means any direct or indirect acquisition, sale, disposal, subscription, investment, financing, lending, refinancing, development funding, forward purchase, joint venture, co-investment, asset transfer, share transfer, portfolio transaction, structured financing or other commercial transaction relating to a Protected Opportunity.

"Transaction Fee" means the fee payable to SolarIQ under the applicable Fee Notice and these Fee Terms.

"Transaction Value" has the meaning given in clause 8.

The commercial terms applicable to a Transaction Fee shall be set out in a Fee Notice. A Fee Notice should identify, as applicable: (a) the Fee Payer; (b) the relevant Project, opportunity, mandate or category of Transaction; (c) whether the fee is fixed, percentage-based, recurring or calculated using another agreed methodology; (d) the applicable rate or amount; (e) the basis upon which the fee is calculated; (f) the event which triggers entitlement to the fee; (g) the payment date; (h) the Protection Period; (i) whether particular Affiliates, vehicles or Transaction structures are included; and (j) any agreed exclusions or special conditions.

A Fee Notice may be accepted by signature, electronic signature, Platform acceptance, email confirmation or another method which objectively records agreement to the relevant commercial terms.

Once accepted, the Fee Notice and these Fee Terms together constitute the fee agreement applicable to the relevant Transaction.

A Protected Introduction occurs where SolarIQ first brings a Protected Opportunity or relevant counterparty to the attention of the Fee Payer in circumstances covered by an applicable Fee Notice.

An Introduction need not involve a face-to-face or direct introduction between the parties. Without limitation, an Introduction may arise where SolarIQ: (a) identifies a Project or counterparty to the Fee Payer; (b) provides sufficient information for the Fee Payer reasonably to identify the Project or counterparty; (c) provides a teaser, Investment Material or Project profile; (d) grants or arranges Data Room access; (e) facilitates correspondence or a meeting; (f) communicates an expression of interest; (g) discloses the identity of a relevant Project Owner, Investor, Buyer or Funder; or (h) otherwise materially brings the relevant opportunity and counterparty together.

SolarIQ may maintain electronic and documentary records evidencing an Introduction, including Platform activity, emails, access logs, Data Room records, messages and meeting records. Such records may be relied upon as evidence of the timing and nature of an Introduction.

A Protected Transaction is a Transaction entered into during the Protection Period which results from, relates materially to, or follows a Protected Introduction.

Subject to the applicable Fee Notice, a Protected Transaction may include: (a) an acquisition or disposal of shares; (b) an acquisition or disposal of assets; (c) the acquisition or disposal of a Project or portfolio; (d) debt financing; (e) project finance; (f) asset finance; (g) development finance; (h) equity investment; (i) subscription for shares or other securities; (j) a joint venture; (k) a co-investment; (l) refinancing; (m) a forward purchase or forward funding arrangement; (n) acquisition through a special purpose vehicle; (o) a combination of debt and equity; (p) a sale-and-leaseback or other structured arrangement; or (q) any other structure which achieves substantially the same commercial objective as the Transaction contemplated following the Protected Introduction.

The form of the ultimate Transaction does not, by itself, determine whether a Transaction Fee is payable. Where the applicable Fee Notice protects a particular commercial opportunity, changing the legal structure of that opportunity shall not avoid the fee where the resulting Transaction remains materially the same Protected Transaction.

SolarIQ becomes entitled to the Transaction Fee upon the fee trigger specified in the applicable Fee Notice. The fee trigger may include execution of binding Definitive Transaction Documents, financial close, Completion, first funding, transfer of shares or assets, deployment of capital or another expressly agreed event.

If the applicable Fee Notice specifies a Transaction Fee but does not specify a fee trigger, the Transaction Fee shall become due upon Completion of the Protected Transaction.

Unless expressly stated otherwise, SolarIQ's entitlement to a Transaction Fee shall not depend upon SolarIQ remaining actively involved in every stage of the Transaction following the Protected Introduction.

Where the Fee Payer and Protected Counterparty elect to conduct negotiations, due diligence, documentation or Completion directly or through their respective advisers following a Protected Introduction, that fact shall not extinguish SolarIQ's fee entitlement.

Where a Transaction Fee is calculated by reference to Transaction Value, the applicable Fee Notice shall take precedence in determining the basis of calculation. Where the Fee Notice does not provide a more specific methodology, this clause shall apply.

For a sale or acquisition of shares, assets, a Project, company or portfolio, Transaction Value means the total value of all consideration provided or to be provided directly or indirectly in connection with the Transaction, which may include cash consideration, deferred consideration, contingent consideration, earn-outs, vendor financing, assumed or refinanced indebtedness where forming part of the agreed enterprise-value calculation, securities, assets or other consideration having an ascertainable monetary value.

Where consideration includes securities or other non-cash assets, their value shall be the value attributed to them in the Definitive Transaction Documents or, if no value is specified, their reasonable market value at Completion.

For debt, project finance or other lending transactions, Transaction Value means the amount of capital or committed facility made available under the relevant financing arrangements, unless the Fee Notice specifies another basis.

For an equity subscription, joint venture, co-investment or development-funding arrangement, Transaction Value means the capital committed pursuant to the binding Transaction Documents, unless otherwise specified in the Fee Notice.

Where a Transaction takes place in stages, tranches or multiple closings, the Transaction Fee may be calculated and become payable in respect of each relevant tranche or closing in accordance with the applicable Fee Notice.

Where only part of a portfolio or opportunity introduced through SolarIQ is ultimately transacted, the Transaction Fee shall be calculated by reference to that part of the Transaction to which the applicable fee arrangements relate.

Where the fee basis is materially uncertain, the parties shall apply the methodology which most closely reflects the commercial substance of the Transaction and the fee basis agreed in the applicable Fee Notice.

A Transaction Fee shall not cease to be payable merely because the Protected Transaction is implemented using a structure different from that originally contemplated.

Subject to the applicable Fee Notice, this may include circumstances where: (a) an asset acquisition becomes a share acquisition; (b) a share acquisition becomes an asset acquisition; (c) an acquisition becomes a joint venture or investment; (d) a proposed equity investment becomes debt or structured finance; (e) a direct acquisition is completed through an acquisition vehicle; (f) funding is provided through an Affiliate, fund or managed account; (g) a Project is combined with another asset or portfolio before Completion; or (h) the parties otherwise adopt a structure which achieves substantially the same commercial purpose.

This clause applies only where there remains a sufficient commercial connection between the Protected Introduction and the resulting Transaction. It is not intended to create a fee in respect of a genuinely separate and unrelated Transaction.

Where a Protected Counterparty participates in a Protected Transaction through an Affiliate, fund, managed account, nominee, acquisition company, special purpose vehicle or other controlled or associated Transaction vehicle, that Transaction may remain a Protected Transaction.

Similarly, where the Fee Payer arranges for an Affiliate, nominee, shareholder, fund, investment vehicle or other associated person to enter into the Protected Transaction in its place, the fee obligation shall not thereby be avoided.

This clause shall apply only to the extent reasonably connected with the commercial opportunity protected by the applicable Fee Notice.

The Protection Period applicable to a Protected Introduction shall be the period stated in the applicable Fee Notice. Where no Protection Period is expressly specified, a period of 24 months shall apply beginning on the date of the relevant Protected Introduction.

A Transaction completed during the Protection Period remains subject to the applicable Transaction Fee even if the user's Account, Project listing, mandate or other relationship with SolarIQ has previously ended.

Where binding Transaction Documents are executed during the Protection Period but Completion occurs after the Protection Period has expired, the Transaction shall nevertheless remain a Protected Transaction.

Where the parties are in an active documented Transaction process when the Protection Period expires and subsequently complete substantially that Transaction, the applicable Fee Notice may provide for continuing protection. In the absence of such an express provision, the preceding paragraph shall apply but the Protection Period shall not otherwise be extended automatically.

A Protected Introduction shall not apply to the extent that the Fee Payer demonstrates that, before SolarIQ's Introduction, it was already actively engaged in relation to the same specific Project, opportunity and materially contemplated Transaction with the relevant counterparty.

A general business relationship with an organisation, inclusion of an organisation in a contact database, historic correspondence, knowledge of the organisation's existence, participation in an unrelated previous Transaction or awareness of a Project from the public domain shall not, without more, establish a pre-existing relationship in relation to the specific Protected Opportunity.

Where the Fee Payer believes that a Protected Opportunity or counterparty falls within a pre-existing relationship, it should notify SolarIQ promptly and, where reasonably requested, provide contemporaneous documentary evidence sufficient to establish the prior engagement.

Unless the applicable Fee Notice provides otherwise, a claim of prior specific engagement should be raised within 10 Business Days after the relevant Introduction or identification of the Protected Opportunity. Failure to do so does not create an Introduction which did not otherwise occur, but may be taken into account when assessing evidence of the alleged pre-existing relationship.

The Fee Payer must not deliberately take steps, whether directly or indirectly, for the principal purpose of avoiding or reducing a Transaction Fee properly payable to SolarIQ in respect of a Protected Transaction.

Without limitation, circumvention may include deliberately: (a) moving a Protected Transaction to an Affiliate or connected vehicle solely to avoid the fee; (b) arranging for another entity to enter into the Transaction on the Fee Payer's behalf; (c) completing substantially the same Transaction after removing SolarIQ from communications; (d) falsely characterising a Protected Transaction as unrelated; (e) withholding or concealing Completion information for the purpose of avoiding payment; (f) splitting or restructuring consideration for the purpose of artificially reducing the applicable fee base; or (g) completing through an associated person or intermediary for the principal purpose of defeating SolarIQ's agreed fee entitlement.

Nothing in these Fee Terms requires a party to conduct all negotiations or documentation through SolarIQ. The parties to a Transaction may communicate and negotiate directly where permitted by the applicable Transaction process. The purpose of this clause is to protect an agreed fee entitlement, not to require SolarIQ to remain an intermediary in every communication.

Where a Protected Transaction is completed in circumstances falling within clause 13, the Transaction Fee which would have been payable had the Transaction been completed without circumvention shall remain due and payable as a contractual payment obligation.

SolarIQ may also recover such other loss, interest and reasonable enforcement costs as may be recoverable under the agreement or Applicable Law, but shall not be entitled to duplicate recovery of the same loss.

Nothing in these Fee Terms provides for an additional punitive fee solely by reason of a breach of the non-circumvention obligation unless such amount has been separately agreed and is enforceable under Applicable Law.

The Fee Payer shall keep SolarIQ reasonably informed of material Transaction events relevant to determining whether and when a Transaction Fee has become payable.

Without requiring disclosure of legally privileged material or information which the Fee Payer is prohibited from providing, this may include notice that: (a) heads of terms or a term sheet have been agreed; (b) exclusivity has been granted; (c) binding Transaction Documents have been entered into; (d) financial close has occurred; (e) capital has been committed or funded; (f) ownership has transferred; or (g) Completion has occurred.

The Fee Payer shall notify SolarIQ promptly following the occurrence of the applicable fee trigger.

Where the Transaction Fee depends upon Transaction Value or another variable amount, the Fee Payer shall provide SolarIQ with information reasonably necessary to calculate the fee.

SolarIQ shall not be entitled under this clause to require disclosure of information which is irrelevant to the calculation of its fee.

Where the Fee Payer is unable to provide the relevant Transaction Document because of a genuine confidentiality restriction, it may provide a redacted extract, completion statement, confirmation from its professional adviser or other reasonable evidence showing the information necessary to calculate the fee.

The Fee Payer shall retain records reasonably sufficient to evidence the calculation of a Transaction Fee for so long as required by Applicable Law and, in any event, for a reasonable period following payment.

Where SolarIQ reasonably believes that a material discrepancy exists in information supplied for fee calculation, it may request reasonable supporting evidence.

Any verification exercise shall be proportionate and conducted so as to minimise unnecessary disclosure of commercially sensitive information.

SolarIQ may issue an invoice once the relevant Transaction Fee becomes due. Unless another payment period is specified in the applicable Fee Notice, an undisputed invoice shall be payable within 10 Business Days after receipt.

Payment shall be made in cleared funds to the bank account specified by SolarIQ and without deduction, withholding, set-off or counterclaim except where required by law or where the parties have expressly agreed otherwise.

Where Applicable Law requires a withholding, the Fee Payer shall provide SolarIQ with appropriate evidence of the amount withheld and the legal basis for that withholding.

All fees stated by SolarIQ are exclusive of VAT and any other applicable sales or transaction taxes unless expressly stated otherwise. Where VAT is properly chargeable, the Fee Payer shall pay the applicable VAT in addition to the Transaction Fee upon receipt of a valid VAT invoice.

Each party remains responsible for taxes imposed upon its own income, profits or activities.

The currency in which a Transaction Fee is payable shall be specified in the applicable Fee Notice.

Where a percentage-based fee is denominated in one currency but Transaction Value is expressed in another, the amount shall, unless otherwise agreed, be converted using a commercially reasonable prevailing exchange rate on the date the relevant fee becomes due.

SolarIQ shall apply the conversion methodology consistently and, where reasonably requested, identify the rate used.

Where a properly due and undisputed Transaction Fee is not paid by the applicable due date, SolarIQ shall be entitled to such interest, fixed compensation and reasonable recovery costs as are available under applicable law, including, where applicable, the Late Payment of Commercial Debts (Interest) Act 1998 and regulations made under it.

Where the applicable Fee Notice validly provides for a contractual late-payment regime, that regime shall apply to the extent permitted by law. Interest shall cease to accrue upon payment of the outstanding principal amount.

If the Fee Payer disputes an invoice in good faith, it shall notify SolarIQ promptly, specifying the basis of the dispute and identifying the amount disputed. Any undisputed portion of the invoice shall remain payable by the due date.

The parties shall use reasonable endeavours to resolve a genuine fee-calculation dispute promptly. The existence of a genuine dispute concerning part of an invoice does not entitle the Fee Payer to withhold an unrelated amount which is not disputed.

Where the applicable Fee Notice covers more than one Transaction and multiple Transactions are completed during the Protection Period, a Transaction Fee may be payable in respect of each Transaction in accordance with the Fee Notice.

Where one Transaction is completed through multiple closings, stages or capital deployments, those stages shall not be treated as separate Transactions merely for the purpose of multiplying a fee unless the applicable fee methodology requires separate calculations.

SolarIQ shall not be entitled to duplicate recovery of the same Transaction Fee merely because the Transaction involves more than one legal document or step.

Where a Transaction Fee is calculated by reference to Transaction Value and the amount of the Transaction is increased after an initial closing pursuant to an existing commitment, option, earn-out, additional tranche or other arrangement falling within the agreed fee basis, an additional Transaction Fee may become payable on the incremental value in accordance with the applicable Fee Notice.

Where the agreed fee trigger is Completion, no success-based Transaction Fee shall ordinarily become due merely because non-binding negotiations, due diligence or preliminary documents have occurred.

Where a fee has become properly earned under a different agreed trigger, subsequent failure or termination of the Transaction shall not automatically require repayment of that fee unless the applicable Fee Notice expressly provides otherwise.

Where Completion does not occur and the relevant fee trigger has not occurred, no Completion-based Transaction Fee shall be payable.

Unless the applicable Fee Notice expressly provides otherwise, a Transaction Fee properly earned upon Completion is not refundable merely because the Transaction is subsequently refinanced, restructured, terminated, unwound, impaired or affected by a default occurring after Completion.

This clause does not apply where the Transaction is legally void from inception or where repayment is otherwise required by Applicable Law.

SolarIQ may, where legally permissible and separately agreed, receive remuneration from more than one participant in a Transaction.

No person becomes responsible for another participant's fee merely because SolarIQ receives remuneration from both participants. Each fee obligation must arise independently under applicable terms.

Where disclosure of SolarIQ's remuneration or commercial interests is required by Applicable Law or an applicable agreement, SolarIQ shall make the relevant disclosure.

These Fee Terms do not themselves appoint SolarIQ on an exclusive basis. Any exclusivity arrangement must be expressly agreed.

The absence of exclusivity does not affect SolarIQ's entitlement to a fee in respect of a Protected Transaction falling within an agreed Protected Introduction.

Termination of an Account, mandate, Project listing, engagement or other relationship with SolarIQ does not extinguish: (a) a Transaction Fee which has already accrued; (b) an existing Protected Introduction; (c) the applicable Protection Period; (d) obligations relating to confidentiality; (e) rights arising from a Protected Transaction; or (f) rights relating to enforcement or recovery of amounts properly due.

After termination, these Fee Terms shall continue to apply to Protected Transactions completed during the applicable Protection Period.

Withdrawal of a Project or Investment Opportunity from SolarIQ does not extinguish an existing Protected Introduction.

If, during the applicable Protection Period, a Transaction is subsequently completed with a Protected Counterparty in relation to that Protected Opportunity, the agreed Transaction Fee shall remain payable where the other requirements of these Fee Terms are satisfied.

A fee obligation shall not automatically be defeated by transferring a Protected Opportunity to another entity before the relevant Transaction.

Where the Project, asset, company, rights or substantially equivalent economic opportunity is transferred to an Affiliate or other vehicle and a Protected Transaction subsequently occurs with the Protected Counterparty, the Transaction may remain within the applicable fee protection where there is sufficient commercial continuity.

Payment of a Transaction Fee does not give SolarIQ any ownership interest in a Project or Transaction.

Unless expressly stated in separate Transaction Documents, SolarIQ does not acquire any right to control the commercial terms upon which the parties enter into a Transaction. The relevant parties remain responsible for negotiating and approving their own Transaction.

SolarIQ does not guarantee that any Introduction will result in: (a) due diligence; (b) an offer; (c) financing; (d) investment; (e) acquisition; (f) sale; (g) Completion; or (h) payment of consideration.

A success-based fee becomes payable only upon the agreed fee trigger.

These Fee Terms apply only to the extent that the relevant fee arrangement is lawful.

Nothing in these Fee Terms requires SolarIQ or any other party to perform a regulated activity without any authorisation, approval, exemption or other legal basis required under Applicable Law.

Where a proposed fee structure requires modification in order to comply with Applicable Law, the parties may agree an appropriate lawful alternative. Nothing in this clause permits SolarIQ unilaterally to increase an agreed fee.

The parties shall treat non-public fee rates and Transaction-specific commercial terms as confidential, subject to disclosure to Affiliates, professional advisers, auditors, funders, regulators, courts and other persons where disclosure is reasonably necessary or required by law.

Nothing in this clause prevents SolarIQ from keeping records of fees and Transactions for its internal accounting, compliance, audit and management purposes.

Failure or delay by SolarIQ in identifying, invoicing or enforcing a Transaction Fee shall not of itself waive the underlying fee entitlement. Any waiver must be express and shall apply only to the matter in respect of which it is given.

If any provision of these Fee Terms is found to be unlawful, invalid or unenforceable, it shall, to the extent legally possible, be modified to the minimum extent necessary to make it enforceable.

If such modification is not possible, the provision shall be severed and the remainder of these Fee Terms shall continue in effect.

These Fee Terms together with the relevant Fee Notice and any other expressly incorporated Transaction-specific fee provisions constitute the entire agreement between SolarIQ and the Fee Payer concerning the relevant Transaction Fee.

Neither party relies upon any fee promise, representation or understanding not contained in or expressly incorporated into that agreement. Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

These Fee Terms and any dispute, claim or non-contractual obligation arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

Subject to any different dispute-resolution provision expressly agreed in applicable Transaction-specific documentation, the courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with these Fee Terms.

SolarIQ is operated by:

SolarTech Energy-UK Limited

Trading as SolarIQ

Company number: 17412990

Registered office: No1 Capital Quarter, Tyndall Street, Cardiff, Wales, CF10 4BZ

Formal notices shall be delivered in accordance with the notice provisions contained in the Platform Terms or any applicable Transaction-specific agreement.