SolarIQ Investor and Funder Terms

These Investor and Funder Terms ("Investor Terms") apply to any person who accesses or uses the SolarIQ Platform as, or on behalf of, an investor, lender, funder, asset manager, financial institution, investment vehicle, family office, corporate investor, purchaser or other capital provider ("Investor"), and shall be read together with the Platform Terms and any other terms expressly applicable to a particular Investment Opportunity, Project or Transaction.

Capitalised terms not separately defined in these Investor Terms have the meanings given to them in the Platform Terms.

In the event of inconsistency between contractual documents, the following order of precedence shall apply: (a) any definitive Transaction Documents executed in respect of the relevant Transaction; (b) any Transaction-specific mandate, fee agreement, confidentiality agreement or other expressly accepted terms relating to that Transaction; (c) these Investor Terms, in respect of matters specifically relating to Investors and Funders; and (d) the Platform Terms.

These Investor Terms do not themselves constitute an offer, invitation or recommendation to participate in any Investment Opportunity.

"Authorised Representative" means any director, officer, employee, investment committee member, professional adviser or other representative whom an Investor is authorised to involve in its evaluation of an Investment Opportunity.

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

"Funder" means any person considering or providing debt, structured finance, project finance, asset finance or another form of funding in relation to a Project or Transaction and shall, where the context permits, be included within references to an Investor.

"Investment Mandate" means the investment, acquisition or funding criteria submitted, configured or otherwise communicated by or on behalf of an Investor through or in connection with SolarIQ.

"Investment Materials" means any teaser, memorandum, presentation, financial model, Project information, Data Room information, assessment, Project Score, Investment Ready classification, correspondence, analysis or other material made available in connection with an Investment Opportunity.

"Investment Opportunity" means a Project or Transaction which is made available to an Investor for consideration through or in connection with SolarIQ.

"Investor" means a person accessing or using SolarIQ for the purpose of considering the acquisition, financing, funding or investment in a Project, asset, portfolio, company, special purpose vehicle or Transaction.

"Project Owner" means any owner, seller, developer, sponsor, originator or other person authorised to submit or represent a Project through SolarIQ.

"Transaction Documents" includes heads of terms, letters of intent, exclusivity agreements, financing agreements, share purchase agreements, asset purchase agreements, development agreements, security documents, subscription agreements, shareholder agreements and any other documents relating to a proposed Transaction.

Access to investor functionality and Investment Opportunities is subject to SolarIQ's approval and may be restricted according to the nature of the relevant Investment Opportunity, the Investor's jurisdiction, regulatory status, professional status, organisation type, financial standing, Investment Mandate and any legal or Transaction-specific requirements.

By seeking access as an Investor, you represent and warrant that all information supplied concerning your identity, organisation, regulatory status, investor status, authority and eligibility is complete, accurate and not misleading in any material respect.

You must notify SolarIQ without undue delay where information relevant to your eligibility materially changes. SolarIQ may require updated information, evidence, certifications, confirmations or representations at any time and may require eligibility to be reconfirmed periodically.

Acceptance by SolarIQ of an Investor Account does not constitute a determination that the Investor falls within any particular regulatory category or statutory exemption for all purposes. An Investor remains responsible for understanding and satisfying any legal or regulatory requirements applicable to its own activities.

Certain Investment Opportunities or Investment Materials may constitute or contain communications which are subject to legal or regulatory restrictions. Access may therefore be limited to particular classes of recipient or made subject to additional certifications, statements, legends, acknowledgements or procedures.

Where SolarIQ restricts an Investment Opportunity to particular categories of recipient, you must not access that Investment Opportunity unless the eligibility information provided by you is accurate and you are lawfully entitled to receive the relevant communication.

SolarIQ may require an Investor to confirm, evidence or reconfirm that it falls within an applicable recipient category before granting access to an Investment Opportunity, and may refuse or withdraw access if it is unable reasonably to establish that the relevant communication may lawfully be made available to that Investor.

Nothing in an Account classification, Platform label or user profile shall itself constitute certification that an Investor qualifies as a professional client, eligible counterparty, investment professional, high-net-worth person, sophisticated investor or any other regulatory classification unless SolarIQ expressly confirms otherwise for the relevant purpose.

An Investor may be permitted or required to provide an Investment Mandate identifying the categories of opportunity it wishes to consider, which may include investment geography, technology, Project size, transaction size, preferred Project stage, investment structure, target return parameters, risk parameters, capital availability, time horizon, ownership requirements and other relevant criteria.

The Investor is responsible for ensuring that its Investment Mandate accurately reflects its current investment or funding requirements, and must promptly update its Investment Mandate where there is a material change to those requirements.

In particular, an Investor must not knowingly state or imply that it has available capital, investment authority, credit approval, investment committee approval or funding capacity where this is not the case.

SolarIQ may suspend, deactivate or cease matching against an Investment Mandate which appears to be materially inaccurate, misleading, inactive, inconsistent or out of date. An Investment Mandate does not oblige SolarIQ to identify, reserve or provide any minimum number or value of Investment Opportunities.

Access to an Investment Opportunity is granted at SolarIQ's discretion and may also be subject to instructions or approval from the relevant Project Owner. Access may depend upon completion of verification, confidentiality arrangements, regulatory eligibility, execution of an NDA, Project Owner consent or satisfaction of other Transaction-specific conditions.

The fact that SolarIQ identifies or provides access to an Investment Opportunity does not mean that:

• the Investment Opportunity satisfies every criterion in the Investor's Investment Mandate;

• SolarIQ recommends the Investment Opportunity;

• SolarIQ has independently verified all information concerning the Project;

• SolarIQ has determined that the Transaction is suitable for the Investor;

• the Project Owner has accepted the Investor as a counterparty;

• the Project will remain available; or

• the Transaction will proceed or complete.

SolarIQ may provide the same or similar Investment Opportunity to more than one Investor. No Investor shall have exclusivity, priority, reservation rights or preferential rights in respect of an Investment Opportunity unless those rights are expressly granted in writing.

Investment Materials are provided solely for the purpose of enabling the relevant Investor to determine whether it wishes to investigate a potential Transaction further.

Investment Materials may contain information supplied by Project Owners, developers, advisers, public sources, commercial databases and other third parties. Unless expressly stated otherwise, information supplied by third parties has not necessarily been independently verified by SolarIQ.

Financial models, forecasts, projections, valuations, generation assumptions, yield estimates, price assumptions, development programmes, construction budgets, operational assumptions and similar forward-looking information are inherently uncertain; actual results may differ materially from assumptions or projections.

No Investment Material constitutes a warranty or representation by SolarIQ as to the future performance, value, profitability, bankability, development outcome or investment return of a Project.

An Investor must satisfy itself as to the accuracy, completeness and relevance of any information upon which it proposes to rely.

SolarIQ does not, merely by providing access to or matching an Investor with an Investment Opportunity, recommend that the Investor enter into the relevant Transaction.

Any Project Score, Match Score, Investment Ready designation, risk flag, screening result, ranking, automated analysis or other Platform output is intended to assist the organisation and assessment of information only. It does not constitute investment advice, a credit rating, a recommendation, a guarantee of funding or an assessment that a particular Transaction is suitable for the Investor.

The Investor remains solely responsible for determining whether an Investment Opportunity is consistent with its own mandate, risk appetite, investment strategy, legal requirements, internal approvals and fiduciary or other duties.

Each Investor shall undertake its own independent investigation, analysis and due diligence before entering into any Transaction.

Without limitation, an Investor should consider such legal, financial, tax, technical, commercial, environmental, planning, grid, property, land, insurance, regulatory, construction, operational and counterparty matters as it considers appropriate to the relevant Project.

SolarIQ's Platform, Investment Materials, assessments, workflows and Data Rooms are intended to support Transaction processes and do not replace independent professional diligence.

An Investor should appoint appropriately qualified legal, financial, technical, tax and other professional advisers where appropriate.

Except in respect of an express contractual obligation undertaken by SolarIQ under a separate written agreement, the Investor acknowledges that it does not rely upon SolarIQ:

• to verify the completeness or accuracy of Project information;

• to determine the legal or beneficial ownership of a Project;

• to confirm planning, grid, land, technical, environmental or contractual rights;

• to audit financial information or financial models;

• to verify projected revenues or returns;

• to assess the creditworthiness or solvency of a counterparty;

• to determine whether a Project meets the Investor's legal or regulatory requirements; or

• to make an investment decision on the Investor's behalf.

Nothing in this clause limits any liability which cannot lawfully be excluded or any express obligation assumed by SolarIQ in separate written Transaction-specific terms.

Investment Materials may include information generated, extracted, classified, summarised or analysed using artificial intelligence or other automated systems.

Automated outputs may contain errors, omissions or incorrect interpretations and must not be treated as a substitute for review of the underlying source documents.

An Investor must independently verify any matter which is material to its investment or funding decision.

Investment Materials and information made available in relation to a non-public Investment Opportunity shall be treated as Confidential Information in accordance with the Platform Terms and any applicable NDA.

The Investor may disclose Confidential Information only to Authorised Representatives who genuinely require the information for the purpose of evaluating or executing the relevant Transaction and who are subject to appropriate confidentiality obligations, and remains responsible for ensuring that its Authorised Representatives handle Confidential Information in accordance with the restrictions applicable to the Investor.

The Investor must not use Confidential Information for any purpose unrelated to the evaluation, negotiation, financing or execution of the Investment Opportunity for which access was granted.

Investment Materials are supplied personally to the authorised Investor organisation and must not be forwarded, published, reproduced, marketed, syndicated or otherwise distributed to another person except as expressly permitted under these Investor Terms, an applicable NDA or Transaction-specific documentation. In particular, the Investor must not make Investment Materials available to a person who would not itself have been entitled lawfully to receive the relevant communication.

Where the Investor wishes to involve a co-investor, syndicate member, financing partner or other third party, it must first obtain any approval required by SolarIQ, the Project Owner or applicable Transaction terms. SolarIQ may require that person to establish its own Account, complete verification and accept applicable terms before access is provided.

Access to a Data Room does not confer ownership of or any broader right to use the documents contained in it.

SolarIQ or the relevant Project Owner may impose restrictions upon the viewing, downloading, printing, copying or distribution of Data Room materials, and such restrictions must be observed.

SolarIQ may maintain an audit trail of Data Room activity, including access, views, downloads where enabled, uploads, invitations and access changes.

Data Room access may be suspended or withdrawn at any time where required by the Project Owner, SolarIQ, Applicable Law, confidentiality requirements or the relevant Transaction process.

An Investor must not use information obtained through SolarIQ to make unauthorised direct approaches to Project Owners, shareholders, landowners, offtakers, customers, lenders, contractors, employees, advisers or other Project participants.

Where direct contact is required for due diligence or Transaction progression, such contact may take place once authorised by SolarIQ, the Project Owner or the applicable Transaction process.

Nothing in this clause prevents communications which are expressly contemplated by an approved Transaction process or independently existing relationships which are not subject to a confidentiality, introduction or other contractual restriction.

SolarIQ may enable an Investor to submit an expression of interest, indicative proposal, indication of value, funding proposal or other preliminary communication concerning an Investment Opportunity.

Unless expressly stated to be legally binding, such communication shall be treated as indicative only and shall not oblige the Investor, SolarIQ or Project Owner to proceed with a Transaction.

An Investor submitting an indication of interest must do so in good faith and must not knowingly submit materially misleading information concerning its funding capability, approval status, proposed terms or intention to proceed.

No Investment Opportunity displayed on SolarIQ constitutes an offer by SolarIQ capable of acceptance by an Investor.

No expression of interest, Platform message, meeting, Data Room access, Project status, indicative valuation or other Platform activity shall create a binding obligation to invest, lend, sell, acquire or complete a Transaction unless the relevant parties expressly enter into legally binding Transaction Documents.

Any letter of intent, heads of terms, term sheet or similar document shall have the legal effect stated in that document. Provisions expressly stated to be binding, including confidentiality, exclusivity, costs, governing law or other provisions, may be binding notwithstanding that the broader proposed Transaction remains subject to Definitive Transaction Documents.

An Investor must not represent that it has authority to commit capital unless such authority exists.

Where investment committee, credit committee, board, lender, fund, limited partner or other internal or third-party approval remains outstanding, the Investor must not knowingly represent to SolarIQ or a Project Owner that final approval has been obtained.

SolarIQ may request reasonable information concerning an Investor's authority, funding source, decision-making process and anticipated approval requirements for the purpose of managing a Transaction.

Where an Investor communicates that capital is available for deployment, the Investor represents that the statement is made honestly and on reasonable grounds at the time it is made.

The Investor must notify SolarIQ where a material change in capital availability is likely materially to affect an active Transaction.

SolarIQ may take account of an Investor's demonstrated ability to progress Transactions when determining future opportunity access, provided that any such assessment remains an internal Platform-management decision and is not represented as a regulated credit rating.

An Investor may be required to provide information or documentation concerning its legal identity, ownership, control, beneficial ownership, directors, authorised representatives, regulatory status and other compliance matters.

SolarIQ may undertake identity, corporate, sanctions, fraud-prevention or other compliance checks itself or through third-party providers.

Completion of a SolarIQ verification process does not replace any KYC, AML, sanctions, counterparty or other compliance checks which a Project Owner, lender, professional adviser or Transaction party is required or wishes to undertake independently.

The Investor represents that any capital deployed through or in connection with a Transaction facilitated by SolarIQ will be derived from lawful sources and will not knowingly constitute or represent proceeds of crime or property subject to applicable sanctions or other legal restrictions.

The Investor must not use the Platform to facilitate money laundering, terrorist financing, sanctions evasion, bribery, corruption, fraud or any other unlawful financing activity.

SolarIQ may request information concerning source of funds, source of wealth or the proposed funding structure where it reasonably considers this necessary for compliance, risk management or Transaction integrity. Failure to provide reasonably requested information may result in restricted access or termination of the relevant Transaction process.

The Investor represents that, to the best of its knowledge following such checks as are reasonable in the circumstances, neither it nor any person directly controlling the Investor is subject to sanctions which would make the relevant access, funding or Transaction unlawful.

The Investor must promptly notify SolarIQ if it becomes aware of a sanctions matter which may materially affect an active Transaction or its lawful ability to participate through the Platform.

SolarIQ may suspend access immediately where it reasonably believes that continuing access or a Transaction may create a sanctions risk.

The Investor shall not, in connection with SolarIQ or any Investment Opportunity, offer, promise, give, request or accept any bribe, secret commission, improper payment or other unlawful advantage.

The Investor shall maintain such policies and procedures concerning bribery, corruption and financial crime as are reasonably appropriate to its organisation and activities and as may be required by Applicable Law.

SolarIQ may coordinate or facilitate a Transaction process, including expressions of interest, management presentations, information requests, Data Room access, due diligence, clarification requests, bids, negotiations and Transaction documentation, and may establish reasonable procedures, deadlines, document requirements and communication channels for the efficient management of a Transaction.

Neither SolarIQ nor a Project Owner is obliged to accept the highest financial offer, the earliest offer or any offer submitted through the Platform.

A Project Owner may amend, suspend or terminate a Transaction process, subject to any binding contractual obligations already entered into. SolarIQ shall not be liable merely because an Investment Opportunity is withdrawn or a Project Owner elects not to proceed with an Investor.

An Investor may cease evaluating an Investment Opportunity at any time before entering into a binding commitment, subject to any confidentiality, exclusivity, costs, fee, protected-introduction or other obligations which have already become binding.

Where an Investor no longer intends to pursue an active Investment Opportunity, SolarIQ may request that the Investor update the relevant Transaction status so that the Project process can be administered accurately.

An Investor shall pay fees to SolarIQ only where the relevant fee obligation has been validly agreed under applicable fee terms, a mandate, engagement letter, Platform acceptance process or Transaction-specific agreement.

Such fees may, where agreed and legally permissible, include subscription fees, platform fees, introduction fees, success fees, arrangement fees, service fees or other Transaction-related charges. The relevant commercial terms shall determine the fee payer, amount or calculation basis, payment trigger, payment date, applicable Transaction scope, protection period and any applicable VAT or taxes.

Nothing in these Investor Terms creates an Investor fee where no Investor fee has otherwise been agreed.

Where an Investment Opportunity, Project Owner or other counterparty is introduced to the Investor by SolarIQ and is designated as a protected introduction under applicable fee or Transaction terms, the Investor shall comply with the relevant introduction-protection provisions.

Where a fee has been agreed, the Investor must not deliberately structure, route, assign or complete substantially the same Transaction outside SolarIQ for the principal purpose of avoiding that fee. Where provided for in the applicable fee terms, the protection may extend to Transactions undertaken through Affiliates, related funds, managed accounts, nominees, co-investment vehicles, acquisition SPVs or other connected vehicles. Moving communications, diligence, negotiations or completion outside the Platform shall not itself extinguish an existing fee obligation.

If the Investor claims that it already knew the specific Investment Opportunity or relevant counterparty before SolarIQ's introduction, SolarIQ may reasonably request contemporaneous evidence supporting that claim. A general relationship with the relevant organisation shall not necessarily establish prior knowledge of the specific Project or Transaction.

Nothing in these Investor Terms requires an Investor to invest in, finance or acquire any Project. Subject to any separate binding agreement, the Investor remains free to determine whether or not to pursue an Investment Opportunity.

Similarly, neither SolarIQ nor a Project Owner is obliged to enter into a Transaction with an Investor merely because that Investor has been admitted to the Platform, granted Data Room access or submitted an offer.

The Investor acknowledges that SolarIQ may simultaneously act for, provide services to, introduce opportunities to or otherwise interact with other Investors whose investment objectives may compete with those of the Investor.

SolarIQ is not obliged to reserve an Investment Opportunity for a particular Investor or disclose the identity, interest, terms or activity of competing Investors except where disclosure is lawfully required or expressly agreed.

SolarIQ may receive remuneration from a Project Owner, Investor, service provider or other Transaction participant where contractually agreed and legally permissible.

SolarIQ or an Affiliate may also have a commercial, development, ownership, advisory or investment interest in a Project. Where Applicable Law or an applicable agreement requires disclosure of a material conflict, SolarIQ will make the relevant disclosure or otherwise manage the conflict appropriately.

The existence of a SolarIQ commercial interest does not alter the Investor's responsibility to make its own investment decision.

Investment Materials may contain intellectual property belonging to SolarIQ, Project Owners, advisers or other third parties. Access to those materials grants the Investor only a limited right to use them for the permitted Transaction-evaluation purpose.

No intellectual-property right, licence or commercial exploitation right is transferred except to the extent expressly stated in writing.

The Investor must not use Project information, models, proprietary methodologies or other materials to create a competing product, database or commercial service unrelated to the relevant Transaction.

Personal data processed in connection with Investor Accounts, Investment Mandates, Data Rooms and Transactions shall be handled in accordance with the SolarIQ Privacy Notice, Applicable Law and, where relevant, any applicable Data Processing Agreement.

An Investor accessing personal data through an Investment Opportunity must use that information only for legitimate Transaction purposes and in accordance with Applicable Law, and must not use personal data obtained through a Data Room for unrelated marketing, recruitment, profiling or solicitation.

An Investor must not manipulate or attempt to manipulate any Project Score, Match Score, assessment, bidding process or Platform workflow.

The Investor must not create false Accounts, impersonate another investment organisation, submit fictitious mandates, conduct sham diligence or seek access to Projects for competitive intelligence or another purpose unrelated to genuine Transaction evaluation. SolarIQ may immediately suspend an Account where it reasonably suspects such conduct.

In addition to the rights contained in the Platform Terms, SolarIQ may restrict or suspend Investor functionality where it reasonably believes that:

• Investor eligibility can no longer be verified;

• information supplied by the Investor may be materially inaccurate or misleading;

• the Investor has misused Confidential Information;

• the Investor is seeking access for an improper purpose;

• regulatory, sanctions, fraud or financial-crime concerns arise;

• the Investor has materially breached an NDA, protected-introduction arrangement or these Investor Terms;

• an outstanding fee which is properly due remains unpaid; or

• continued access may expose SolarIQ, a Project Owner or another user to material legal, regulatory, security or commercial risk.

SolarIQ may also restrict access to a particular Investment Opportunity at the request of the relevant Project Owner where such restriction does not breach an existing binding agreement.

Without limiting any indemnity contained in the Platform Terms, the Investor shall, to the fullest extent permitted by law, indemnify the Company against third-party claims, liabilities and reasonable professional costs arising directly from:

• unauthorised onward disclosure by the Investor of Confidential Information or restricted Investment Materials;

• a knowingly false representation concerning the Investor's identity, authority, eligibility, regulatory status or funding authority;

• unlawful use by the Investor of information obtained through SolarIQ;

• the Investor's material breach of an applicable confidentiality or protected-introduction obligation; or

• a Transaction which the Investor represented itself as authorised to undertake when it lacked that authority,

except to the extent that the relevant liability was caused by the Company's own negligence, breach or unlawful conduct.

The exclusions, limitations and liability cap contained in the Platform Terms apply to these Investor Terms and to the provision of Investor functionality unless a separate written agreement expressly provides otherwise.

For the avoidance of doubt, SolarIQ shall not be responsible merely because:

• an Investor does not achieve its anticipated investment return;

• Project assumptions prove inaccurate;

• an Investment Opportunity does not proceed;

• a Project Owner elects to transact with another Investor;

• financing is unavailable or withdrawn;

• a counterparty defaults; or

• a Project suffers development, construction, operational, market, regulatory or other risk.

Nothing in this clause excludes liability which cannot lawfully be excluded.

Termination or closure of an Investor Account shall not affect any right or obligation accrued before termination.

Without limitation, obligations relating to Confidential Information, restricted distribution, intellectual property, personal data, accrued fees, protected introductions, indemnities, liability, disputes and governing law shall continue after termination to the extent provided by their terms or by their nature.

Termination of an Account shall not terminate a binding Transaction Document entered into separately by the Investor.

Nothing in these Investor Terms appoints SolarIQ as the Investor's investment manager, discretionary manager, trustee, fiduciary, partner or general agent.

SolarIQ has no authority to commit the Investor's capital or enter into a Transaction on the Investor's behalf unless a separate written agreement expressly grants such authority. The Investor has no authority to bind SolarIQ.

SolarIQ may amend these Investor Terms in accordance with the procedure for amendments set out in the Platform Terms.

A change shall not retrospectively alter a fee, confidentiality obligation, exclusivity arrangement, protected-introduction period or other Transaction-specific contractual right already agreed, except where the relevant parties agree or Applicable Law requires otherwise.

These Investor 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 contained in binding 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 Investor 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

Legal notices and other formal communications shall be delivered in accordance with the notice provisions contained in the Platform Terms.