SolarIQ Transaction Fee Notice and Protected Introduction Schedule

Legal Name: Not yet available — complete the project details above

Company / Registration Number: Not provided

Jurisdiction: Not provided

Registered Address: Not provided

The above entity is the "Fee Payer" for the purposes of this Fee Notice and the Fee Terms.

Project Name: Not yet available — complete the project details above

SolarIQ Project Reference: Assigned automatically on submission

Project Description: Not yet available — complete the project details above

Transaction Type: Not yet available — complete the project details above

The following person or organisation constitutes the Protected Counterparty for the purposes of this Fee Notice:

Legal Name: To be confirmed upon a Protected Introduction

Company / Registration Number: To be confirmed upon a Protected Introduction

Jurisdiction: To be confirmed upon a Protected Introduction

For the purposes of determining whether a Protected Transaction has occurred, references to the Protected Counterparty include, where materially connected with the Protected Introduction: (a) any parent undertaking, subsidiary undertaking or Affiliate of the Protected Counterparty; (b) any fund, parallel fund, continuation vehicle, managed account, co-investment vehicle or other investment vehicle managed, advised, sponsored or controlled by the Protected Counterparty or by the same investment manager, adviser or sponsor; (c) any acquisition vehicle, special purpose vehicle, nominee, trustee or other entity established or used for the purpose of entering into or holding the relevant Transaction; (d) any person acting directly or indirectly on behalf of, at the direction of, in concert with, or for the material economic benefit of the Protected Counterparty in connection with the relevant Transaction; and (e) any successor, assignee or transferee to which the Protected Counterparty has transferred or assigned its interest in the relevant Transaction.

A genuinely independent third party acquiring or financing the Project through a separate transaction which does not derive from, involve or materially benefit the Protected Counterparty shall not become a Protected Counterparty merely by reason of this clause.

Subject to the Fee Terms, the Fee Payer shall pay SolarIQ a success-based Transaction Fee equal to 2.00% of Transaction Value, subject to a minimum Transaction Fee of £25,000, in each case exclusive of VAT, where VAT is applicable.

If the percentage-based Transaction Fee calculated in accordance with the Fee Terms is less than £25,000, the minimum Transaction Fee of £25,000 shall apply.

If a different fee has been expressly agreed for this Project, the following shall apply instead: Alternative Fee, if applicable: N/A. Where this field states "N/A", the standard fee above applies.

The Transaction Fee shall be calculated by reference to Transaction Value in accordance with the Fee Terms.

Unless expressly stated otherwise in this Fee Notice, Transaction Value means the total value of the consideration, capital or committed funding attributable to the Protected Transaction, which may include cash consideration, deferred or contingent consideration, consideration payable for shares or assets, capital committed under an equity investment, debt or financing committed or made available, consideration attributable to a Project, portfolio or special purpose vehicle, non-cash consideration with an ascertainable monetary value, and such other consideration as falls within the agreed Transaction Value methodology under the Fee Terms.

For the avoidance of doubt, the fee shall be calculated by reference to the commercial substance of the Protected Transaction rather than merely its legal form.

The Transaction Fee shall become earned and payable upon Completion / Financial Close of the Protected Transaction.

For the purposes of this Fee Notice, Completion / Financial Close means the point at which the Protected Transaction becomes legally effective and the relevant acquisition, investment, funding or financing is completed or first funded, as applicable to the Transaction structure.

Completion shall be deemed to have occurred for the purposes of this Fee Notice whether the Protected Transaction is completed directly by the Fee Payer or Protected Counterparty or indirectly through any person falling within clauses 3 or 13.

Where the Protected Transaction completes in stages, tranches or multiple closings, the Transaction Fee shall be calculated and payable in accordance with the Fee Terms and the capital or consideration attributable to the relevant closing.

SolarIQ may issue an invoice upon occurrence of the Fee Trigger.

Unless otherwise agreed in writing, the Transaction Fee shall be paid within 10 Business Days of receipt of SolarIQ's invoice.

Payment shall be made in cleared funds to the bank account stated on the relevant SolarIQ invoice. VAT shall be payable in addition where properly chargeable.

The Protection Period applicable to the Protected Introduction is 24 months, beginning on the date of the Protected Introduction.

Where binding Transaction Documents are entered into during the Protection Period but Completion occurs after expiry of that period, the Protected Transaction shall remain subject to the Transaction Fee in accordance with the Fee Terms.

The Transaction Fee shall apply where, during the Protection Period, a Protected Transaction is completed in relation to the Project following or arising materially from the Protected Introduction.

For this purpose, it is not necessary for the entity named as the Fee Payer or Protected Counterparty to be the entity appearing as purchaser, investor, lender, seller, borrower or other principal in the final Transaction Documents.

A Protected Transaction includes a Transaction completed directly or indirectly by: (a) the Fee Payer; (b) the Protected Counterparty; (c) an Affiliate of either; (d) a parent or subsidiary undertaking of either; (e) any fund, investment vehicle, managed account or co-investment vehicle associated with either; (f) an acquisition vehicle or special purpose vehicle; (g) a nominee, trustee or agent; (h) a successor, assignee or transferee; (i) any person acting on behalf of, at the direction of, or in concert with the Fee Payer or Protected Counterparty in connection with the Transaction; or (j) any other person through whom the Fee Payer or Protected Counterparty directly or indirectly obtains substantially the same commercial or economic benefit from the Transaction.

Subject to the Fee Terms, a Protected Transaction may include a share acquisition or disposal, an asset acquisition or disposal, a Project or portfolio sale, an equity investment, project finance, debt or structured finance, development funding, a joint venture, a co-investment, a forward purchase or forward funding structure, refinancing, an acquisition through a special purpose vehicle, or another materially equivalent structure achieving substantially the same commercial purpose.

A change in Transaction structure, contracting entity, funding vehicle or acquisition vehicle shall not, of itself, avoid the Transaction Fee. This clause shall not apply to a genuinely independent Transaction completed by an unrelated third party which does not arise from and is not materially connected with the Protected Introduction.

The Protected Introduction occurred or shall be treated as occurring on: Introduction Date: To be confirmed upon a Protected Introduction. Introduction Method: To be confirmed upon a Protected Introduction.

For example, the Introduction may have occurred through a SolarIQ Project profile, teaser, Data Room invitation, email, meeting, Platform introduction or other documented communication.

SolarIQ may rely upon its Platform records, correspondence, Data Room logs and other contemporaneous records as evidence of the Protected Introduction.

If the Fee Payer considers that it was already actively engaged with the Protected Counterparty in relation to the same specific Project and materially contemplated Transaction before SolarIQ's Introduction, the Fee Payer must notify SolarIQ promptly.

Unless otherwise agreed, such notification should be made within 10 Business Days of the Introduction. SolarIQ may reasonably request contemporaneous evidence of the claimed prior engagement.

General knowledge of, historic contact with or an unrelated relationship with the Protected Counterparty does not, without more, establish a pre-existing relationship in relation to the specific Project or Transaction.

The Fee Payer shall not, directly or indirectly, deliberately structure, redirect, assign, transfer or procure the completion of a Protected Transaction through another person or entity for the principal purpose of avoiding, reducing or defeating the Transaction Fee properly payable to SolarIQ.

Without limitation, the Fee Payer must not seek to avoid the Transaction Fee by: (a) substituting another group company or Affiliate as the contracting party; (b) establishing or using a new special purpose vehicle, acquisition company or nominee; (c) causing a related fund, managed account or co-investment vehicle to complete the Transaction; (d) transferring the opportunity to a parent, subsidiary, shareholder, partner or associated undertaking; (e) introducing an intermediary or third party to complete the Transaction on its behalf or for its economic benefit; (f) assigning or novating its interest in the Transaction to another entity; (g) changing the form of the Transaction while retaining substantially the same commercial result; or (h) completing the Transaction through a sequence of related transactions rather than a single transaction.

Moving discussions, diligence, negotiations or Completion outside the SolarIQ Platform does not extinguish SolarIQ's agreed fee entitlement. The parties may communicate directly and may use their own professional advisers; SolarIQ is not required to remain involved in every stage of the Transaction for the Transaction Fee to remain payable.

For the purposes of determining whether the Transaction Fee has become payable, a Transaction shall be treated as completed by or with the Fee Payer or Protected Counterparty where the Transaction is completed, wholly or partly, through a Connected Person and remains materially connected with the Protected Introduction.

A Connected Person includes: (a) an Affiliate, parent undertaking or subsidiary undertaking; (b) a company or other entity under common control; (c) a fund, parallel fund, continuation fund, managed account or co-investment vehicle managed, advised or sponsored by the same investment manager, general partner, manager or adviser; (d) an acquisition vehicle or special purpose vehicle formed for the Transaction; (e) a nominee, trustee, custodian or agent acting in connection with the Transaction; (f) a shareholder, partner or other entity acting on behalf of or at the direction of the relevant party; (g) a successor, assignee, transferee or novatee of the relevant party's interest in the Transaction; and (h) any other person or entity through whom the relevant party directly or indirectly participates in, controls, funds, directs or receives a material economic benefit from the Protected Transaction.

The use of a different legal entity, fund, acquisition structure, nominee or vehicle shall therefore not prevent the Transaction Fee from becoming payable where the commercial substance of the Transaction remains materially connected with the Protected Introduction. The Fee Payer remains responsible for payment of the Transaction Fee notwithstanding that a Connected Person rather than the Fee Payer itself enters into the final Transaction Documents.

Nothing in this clause imposes a contractual payment obligation directly upon a Connected Person which has not itself entered into an agreement with SolarIQ. This clause does not extend fee protection to a genuinely independent third party which acquires, finances or otherwise transacts in relation to the Project through a separate opportunity which does not arise from, involve, or materially benefit the Fee Payer, Protected Counterparty or another Connected Person.

The Fee Payer shall provide SolarIQ with such information as is reasonably necessary to determine: (a) whether the Fee Trigger has occurred; (b) the date of Completion; (c) the Transaction Value; (d) the identity of the entity through which the Protected Transaction was completed; and (e) the amount of the Transaction Fee.

Where a Protected Transaction is completed through a Connected Person, the Fee Payer shall provide reasonable information sufficient to establish the relationship between that person and the Protected Transaction.

Where disclosure of the full Definitive Transaction Documents is restricted, the Fee Payer may provide a redacted extract, completion statement, professional adviser confirmation or other reasonable evidence sufficient to establish the information necessary to calculate the Transaction Fee.

Where the applicable Fee Trigger is Completion / Financial Close and the Protected Transaction does not complete, no success-based Transaction Fee shall become payable merely because: (a) an Introduction occurred; (b) Confidential Information was disclosed; (c) Data Room access was granted; (d) due diligence commenced; (e) meetings took place; (f) an indicative offer was submitted; or (g) non-binding heads of terms were entered into.

This clause does not affect any separately agreed fixed, subscription, advisory or service fee.

This Fee Notice does not appoint SolarIQ on an exclusive basis unless exclusivity is expressly agreed separately in writing.

The absence of exclusivity does not affect SolarIQ's entitlement to a Transaction Fee where a Protected Transaction is completed with the Protected Counterparty or a Connected Person during the Protection Period.

Nothing in this Fee Notice prevents SolarIQ from entering into a separate commercial arrangement with another Transaction participant where legally permissible.

The Fee Payer shall not be responsible for another person's fees unless it expressly agrees to assume such responsibility. Where disclosure of another SolarIQ commercial interest is required by law or an applicable agreement, SolarIQ shall make the relevant disclosure.

This Fee Notice does not replace the Fee Terms. The SolarIQ Transaction Fee and Non-Circumvention Terms are incorporated into and form part of this Fee Notice as if set out in full.

In the event of inconsistency concerning the commercial particulars of this Transaction, this Fee Notice shall prevail over the Fee Terms to the extent of that inconsistency. The remaining provisions of the Fee Terms continue to apply.

This Fee Notice, the 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.

The courts of England and Wales shall have exclusive jurisdiction, subject to any different dispute-resolution provision expressly agreed in applicable Transaction documentation.

Project: Not yet available — complete the project details above

Project Reference: Assigned automatically on submission

Fee Payer: Not yet available — complete the project details above

Listing Type: Project Owner Listing

Protected Counterparty: To be confirmed upon a Protected Introduction

Transaction Fee: 2.00% of Transaction Value

Minimum Fee: £25,000

Alternative Fee: N/A

Fee Trigger: Completion / Financial Close

Payment Period: 10 Business Days from invoice

Protection Period: 24 months

Connected-Entity Protection: Yes

VAT: Exclusive of VAT, where applicable

Introduction Date: To be confirmed upon a Protected Introduction

Governing Law: England and Wales

Issued by:

SolarTech Energy-UK Limited

Trading as SolarIQ

Company number 17412990

No1 Capital Quarter, Tyndall Street, Cardiff, Wales, CF10 4BZ