Terms And Conditions

1. INTRODUCTION

This document includes the terms and conditions of use ("Terms") of nTeaser platform ("Platform") hosted on the website www.nteaser.com ("Website") and owned by NTEASER PLATFORM S.L. ("nTeaser" or "We") with registered office at calle Meléndez Valdés 45, 4D Madrid 28015 Spain, registered in the Commercial Register of Madrid, volume 43790, Page 104, sheet M-772821 and contact at contact@nteaser.com.

By accessing or using the Platform the user hereby agrees to accept the Terms set forth in this agreement as individual or company that register to use the Platform as (i) a renewable energy assets seller (“Seller”) (ii) a renewable energy assets buyer (“Buyer”). Therefore, User shall be bound by these Terms with respect to its access or use of this Platform and any further upgrade, modification, addition or change to this Platform.

For the purposes of these Terms and the Platform, the Seller, Buyer as well as its Advisors shall be collectively referred to as "User/s". These Terms are entered into between the User and nTeaser.

2. DESCRIPTION AND PURPOSE OF THE PLATFORM

nTeaser is a platform that connects Sellers and Buyers of renewable energy projects and/or assets ("Projects") being set up as a marketplace where nTeaser or Sellers upload such Projects, which may include but are not limited to solar PV, wind power, hydrogen, and energy storage technologies.

Projects uploaded by Sellers will be presented by nTeaser on an anonymous basis to potential Buyers who may make non-binding offers for the asset through the Platform (the "Non-Binding Offers", hereinafter "NBOs").

3. PLATFORM REGISTRATION AND USE

a) Registration

The User must register for free on the Platform by completing in the Access Request Form its name, surname, company, email, password and accepting these Terms and Privacy Policy. Moreover, the User may select and/or complete the following options in order to access to Projects based on their role and/or interests:

1. selecting the corresponding applicable role “Buyer”, “Seller”, “Buyer and Seller”, “Advisor” or “Other”.

2. completing the locations of interest.

3. selecting its Project preferences (Greenfield, RtB, Brownfield, Solar PV, Wind, Other, 5 MW, 50 MW, +50 MW).

4. selecting if the User would also like to sell Projects.

Then, the User must click on “Send” button and should receive an email from nTeaser confirming the Access Request.

nTeaser will review the access request and validate or reject or contact the User for more information. In case of being validated, the User will receive an email notifying its validation and including a link to access the Platform. In the event that the User does not receive this notification, the User should contact nTeaser to contact@nteaser.com directly so that the issue can be resolved. Notwithstanding the foregoing, nTeaser reserves its right to refuse validation at registration on the Platform if it considers that the User does not meet the profile intended for use of the Platform.

b) How to use the Platform?

Once the User has registered on the Platform and nTeaser has validated it as indicated in section a). The User will be able to start using the Platform according to the role or roles performed by it:

b.1) As a Seller

The Seller will be able to upload its Projects in the "Projects" tab following the steps indicated below:

i) Upload Project Information

1. Fill in the Project Information Form: The Seller is required to complete the provided form (“Project Form”) with accurate and detailed information about the Project. The Project Form will typically include fields for essential Project details such as project type, location, capacity, technical specifications, financial data, and any other relevant information. It is crucial for the Seller to provide as much information as possible to ensure a comprehensive understanding of the Project.

2. Submit Project for Review: Once the Seller has filled in all the necessary details in the Project Form, they can proceed to click the "Submit Project for Review" button. By doing so, the Project submission will be forwarded to the nTeaser team for review. This step initiates the evaluation process of the Project by the Platform's experts. nTeaser will anonymize and remove any details of the Project and/or Asset that make it identifiable.

3. Project Review by nTeaser Team: The nTeaser team will carefully review the submitted Project information. They will assess the Project's viability, relevance, and compliance with nTeaser's criteria. During the review process, nTeaser team may contact the Seller for clarification or request additional information if needed. The Seller shall provide all necessary information during this phase to ensure a smooth and efficient review process.

4. Communication and Clarification: In case nTeaser team has any doubts or requires further information to evaluate the Project properly, they will communicate with the Seller. Clear and prompt communication between the seller and the nTeaser team helps streamline the review process and ensures accurate evaluation.

5. Verification of Ownership: As part of the review process, nTeaser verifies that only the actual owners or authorized representatives of the renewable energy Project and/or Assets are submitting the Project Form. This step is crucial to maintain the integrity and authenticity of the Projects listed on the Platform.

ii) Receipt of NBO

The Seller will receive the Non-Binding Offers made by Buyers that match its previously indicated interests.

iii) Selection of NBO

The Seller will select a maximum of three (3) NBOs from among all the NBO offers received through nTeaser. The Seller and Buyer will meet in order to establish contact and define the next steps, such as the definition of the Due Diligence process with an external consultant. Once the next steps have been defined by the Buyer and the Seller, each NBO might enter into an external Due Diligence process to be decided by the parties and, in the event that it culminates favourably, the Seller and Buyer will proceed to negotiate and sign the corresponding Sales and Purchase Agreement (“SPA”). nTeaser is limited solely to the contact between the Sellers and Buyers and, in no case, will assume any liability that may arise from the Due Diligence process (if any) and formalization of the SPA.

b.2) As a Buyer

The Buyer will be able to review and select the Projects in the "Projects" tab following the steps indicated below:

i) Review of Projects

The Buyer should review the Projects in the "Opportunities" section in order to find those that fit his/her interests. To do so, the Buyer will be able to filter by the categories "Project Name", "Technology", "Status", "Country", "Minimum Installed capacity" and "Maximum Installed capacity".

ii) NBO Submission

In the case that the Buyer is interested in the Project and wants to send a NBO, the Buyer must click on the Project in question in which all the information of the Project is provided anonymously by nTeaser. For avoidance of doubt, the Buyer must have the necessary authorization to send the NBO.

On the Project page, the Buyer must click on the "Make and offer" button and proceed to complete the NBO Form. Once the NBO Form is completed, the Buyer must click on "Submit an Offer". The NBO indicates Buyer’s initial interest in the Project and is subject to further Due Diligence process if agreed by the parties.

iii) Negotiations and investment

In the event that the corresponding meetings are favourable, an external Due Diligence process may begin if agreed by the Parties with the applicable Offer options. At this stage, the Buyer shall either confirm its initial offer or make the necessary reasonable adjustments based on the information obtained in the external Data Room. nTeaser disclaims any liability that may arise from any Due Diligence process or equivalent process (if any) that the parties may have agreed upon and is carried outside the Platform in order to proceed with the purchase process of the corresponding Project.

c) User obligations

The User agrees to make proper and lawful use of the content and Platform and by way of example, but not limited to, not to use them to (i) engage in illegal activities or contrary to good faith and public order; (ii) cause damage to physical and logical systems nTeaser or other Users; (iii) attempt to access and, where appropriate, use the email accounts of other Users and modify or registration data.

The User agrees that nTeaser grants him/her a non-exclusive right to access the Services and therefore the User's account is personal and non-transferable.

In particular, the User assumes the following obligations:

1. To be of legal age, an indispensable requirement to access the Platform.

2. Make good use of the Platform without causing any damage to the physical and logical systems of nTeaser without contravening current legislation, good faith and public order or damage the rights and interests of others.

3. not alter, copy, download, modify, decompile, disassemble, reverse engineer, license, lease, sell or imitate the Platform or its underlying software. nTeaser may exercise all the judicial and extrajudicial actions it deems appropriate in the event of any breach of its rights.

4. Guarantee the truthfulness and accuracy of the data and information provided when filling out the forms required to proceed with the contracting of services, thus avoiding any damage to nTeaser as a result of the incorrectness of these.

5. Make good use of the User profile and the password to access the Platform, pledging to make diligent use of them, as well as keep them properly so that they are not available to third parties, communicating in any case to nTeaser their loss, theft or possible access by an unauthorized third party, so that nTeaser can proceed to the immediate blocking.

d) Account deactivation

If the User wishes to deactivate its Account on the Platform, the User should send an email to mailt: contact@nteaser.com indicating his or her willingness to deactivate the User's account. Once the User's account is deactivated, the User will not be able to access its account. For information on the retention of User data, the User should refer to our Privacy Policy.

4. FEES AND PAYMENT METHOD

At the time the Seller or the Buyer notifies nTeaser of the signing of the SPA and the final price of the transaction, the Buyer shall pay nTeaser the amount specified ("Contact Fee") and in the manner provided in the Special Conditions.

In the event that any of the project milestones ("Project Milestone/s") agreed between the parties and that constitute the agreed Project are not met, the Seller and Buyer must notify nTeaser as soon as possible, and must provide nTeaser with all the supporting information that justifies the failure to meet any of the Project Milestones

5. INTELLECTUAL AND INDUSTRIAL PROPERTY

a) License grant

Subject to the compliance with these Terms of Use, nTeaser will grant User access to the Platform, granting User a worldwide, non-exclusive, non-transferable, non-assignable, non-sublicensable and revocable license to use the Platform, solely in connection with the purpose of the Platform as established in these Terms.

In addition, the User by using the Platform or providing any nTeaser Data through the Platform, shall grant a worldwide, non-exclusive, transferable, assignable, royalty-free, fully paid-up license to use, reproduce, adapt, translate and make derivative works of all such data in whole or in part solely for the purpose of supporting and enhancing the Platform. For more information on the processing of data that may be carried out by nTeaser, the User may refer to the Privacy Policy.

nTeaser expressly reserves all rights in the Platform not granted to User herein.

b) Platform ownership

nTeaser shall own all intellectual and industrial property rights over the Platform, including, without limitation, all software used herein, the graphic design, programming and structure of the Platform, as well as other rights and know-how related the Platform (including any modifications or enhancements) and all associated rights under copyright, trademarks and patents (hereinafter the “Content”).

The Users will not challenge nTeaser’s ownership of the Platform and will not alter or delete any copyright notices or trademarks included in the Platform. All rights in relation to such Content are reserved and express permission must be requested to nTeaser for its use and exploitation not expressly provided for in these Terms.

Any use of the Content for which nTeaser has not given express authorization, whether directly or indirectly for profit or not, including downloading, storage, transmission, public disclosure, distribution, reproduction or transformation, reuse, the use of scraping, data mining, data harvesting or similar techniques, for private or commercial purposes, in whole or in part, is expressly prohibited. It is expressly stated that in accordance with art. 67 inc 3 of Royal Decree Law 24/2021, nTeaser reserves the right to use the works, thus not authorizing the mining of texts and data.

The User agrees to: (i) serve as a reference for nTeaser; (ii) collaborate on case studies or other marketing material.

6. USER WARRANTIES

a) Seller warranties

Seller represents and warrants that:

• is the legal owner or has the necessary authority to upload the Projects onto the Platform.

• all required consents, permissions, and approvals necessary for the Project and/or Assets on the Platform have been obtained.

• will provide all the information requested by nTeaser in order to proceed with the proper evaluation of the Project.

• all information provided regarding the Projects is accurate, complete, and up to date to the best of their knowledge. Sellers acknowledge that any misrepresentation or inaccurate information may negatively affect the investment decisions made by the Buyers on the Platform.

• the inclusion of the Projects complies with all applicable laws, regulations, and contractual obligations, and that they have fulfilled any disclosure requirements, regulatory filings, or other obligations pertaining to the shares being offered on the Platform.

• will promptly disclose any material information or changes that may impact the value or viability of the Project and/or Assets. Seller understands the importance of providing accurate and timely information to Buyers and acknowledges that failure to disclose material information may result in legal consequences.

• will notify nTeaser as soon as possible of the breach of any of the Project Milestones agreed upon by the Sellers and Buyers.

• is solely responsible for making their own investment decisions and will not hold the Platform responsible for any profits or losses that may result from the transaction.

Seller acknowledges and agrees that both, nTeaser and the Platform, do not provide financial, legal and/or investment advice or recommendations

b) Buyer warranties

Buyer represents and warrants that:

• Has all consents, authorizations and approvals necessary to carry out an NBO and, if the course of negotiations is favourable, to formalize an SPA.

• will provide (if applicable) all the information requested by nTeaser in order to proceed with the proper evaluation of the transaction.

• will promptly disclose any material information or changes that may impact the value or viability of the Project and/or Assets. Buyer understands the importance of providing accurate and timely information to Buyers and acknowledges that failure to disclose material information may result in legal consequences.

• will notify nTeaser as soon as possible of the breach of any of the Project Milestones if any agreed upon by the Sellers and Buyers.

• is solely responsible for making their own investment decisions and will not hold the Platform responsible for any profits or losses that may result from the transaction.

Buyer acknowledges and agrees that both, nTeaser and the Platform, do not provide financial, legal and/or investment advice or recommendations.

7. WARRANTY AND LIABILITY DISCLAIMER

a) The features and services on the Platform are provided on an “AS IS” and “AS AVAILABLE” basis, and nTeaser hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, undertakings, and terms are hereby excluded.

b) nTeaser makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or correctness of any information provided on or through the Platform.

c) Any material downloaded or otherwise obtained through the Platform is done at each User's sole discretion and risk and each User is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from nTeaser or through or from the Platform shall create any warranty not expressly stated herein.

d) Under no circumstances shall nTeaser be held liable for an delay or failure or disruption of the content or services delivered through the Platform resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

e) nTeaser shall not be liable for direct or indirect damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:

• the use or the inability to use the Platform;

• any defect in data, information or services purchased or obtained from a User or a third-party service provider through the Platform;

• violation of third party rights or claims or demands that Users' Offer may violate or may be asserted to violate third party rights;

• or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third party rights claimants;

To the maximum extent permitted by applicable law, nTeaser shall not be liable for any indirect or consequential damages or lost profits including, but not limited to, any consequential damages, work stoppage, breakdown, failure or loss, or for any claim by any third party as a result of the foregoing. nTeaser' liability for damages arising out of these Terms and Conditions however caused, regardless of the form of action, whether in contract or tort, shall be limited to, at most, the Contact Fee received by nTeaser in connection with the transaction from which liability has arisen.

8. INDEMNITY

a) User hereby agrees to indemnify and hold nTeaser, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including reasonable legal costs on a full indemnity basis) which may arise:

• From User's use of the Platform (including but not limited to the display of such User's information on the Platform);

• From breach of these Terms.

• From User's breach of any representations and warranties made by User to nTeaser, including but not limited to those set forth in Sections 5 above.

• Directly or indirectly, as a result of any claims asserted by third party rights claimants or other third parties relating to products offered or displayed on the Platform. Each User hereby further agrees that nTeaser is not responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. nTeaser reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User shall cooperate with nTeaser in asserting any available defences.

b) Provided that the User who first becomes aware of such circumstance immediately notifies nTeaser in writing of such claim, gives nTeaser full control of the defense and legal direction of the claim, immediately provides nTeaser with all reasonably available information and assistance, and has not compromised or settled such claim.

9. END OF THE RELATIONSHIP

Without affecting any other right or remedy available to it, nTeaser may terminate its relationship with immediate effect by giving written notice to User if the User commits a material breach of any other term of these Terms and Conditions. For avoidance of doubt, nTeaser reserves its right to cease access to the Platform and terminate the relationship with User in its sole discretion if it believes that the User is not using the Platform properly or does not meet the profile intended for use of the Platform.

On termination of the relationship: (a) the right granted under clause 5.a) (right to permit User to use the Platform) and all other licences granted under or pursuant to these Terms and Conditions shall immediately terminate; (b) all User’s rights to access and use the Platform shall cease immediately; (c) User shall return and make no further use of any confidential information, which shall be returned or destroyed, unless retention of any such item is required under the applicable laws; (d) any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and any provision of these Terms and Conditions which expressly or by implication is intended to come into or continue in force on or after termination of these Terms and Conditions including 5 (Intellectual Property), 9 (Data protection), 11 (Confidentiality), 7 (Warranty and liability disclaimer), 8 (Indemnity), 14 (Governing law and jurisdiction).

10. DATA PROTECTION

The personal data collected though the Platform related to access and use of the Users, as well as communications or requests addressed between Users and nTeaser, will be processed by nTeaser, as owner of the Platform and responsible for processing, in accordance with the applicable regulations at all times and ensuring the confidentiality of the same, as set out in the Privacy Policy and Cookies Policy.

11. CONFIDENTIALITY

Each Party agrees, during the execution of these Terms and thereafter, to keep confidential, and not to use for its own purposes (other than implementation of these Terms) nor without the prior written consent of the other to disclose to any third party (except its professional advisors under obligations of confidentiality) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such Party from the other Party and which relates to the other Party or any of its customers, suppliers or other trading partners. Without limiting the generality of this clause, the technology and design of the Platform and the Platform services and the Content shall constitute confidential information of nTeaser.

The restrictions above shall not apply to the extent that: (i) such information is public knowledge or already known to such Party at the time of disclosure, or subsequently becomes public knowledge, in each case other than by breach of this Platform Agreement; (ii) subsequently comes lawfully into the possession of such Party from a third Party; or (iii) such information is required to be disclosed by law or competent authority.

Neither Party shall be responsible for any loss, destruction, alteration or disclosure of confidential information caused by any third Party.

12. SUPPORT

nTeaser shall provide reasonable support services to Users regarding the Platform and its functionalities, subject to these Terms. The support services may include assistance with technical issues, clarifications on the Platform features and general guidance related to the use of the Platform.

nTeaser will endeavour to respond to the User inquiries and requests for support within a reasonable timeframe, but response times may vary based on the complexity and volume of requests. Users may report to nTeaser any incident related to the use of the Platform at: clients@nteaser.com.

Support services will be provided on a best-effort basis and may be subject to certain limitations. nTeaser does not guarantee that all support inquiries or issues will be resolved, and it reserves the right to determine the level and extent of support provided.

nTeaser's support services do not extend to general business, investment or legal advice. Users are responsible for making their own investment decisions and seeking professional advice when necessary.

13. THIRD PARTIES LINKS

nTeaser is not responsible for the content posted by third parties or third-party websites that can be accessed from the Website; nor for the accuracy, truthfulness and validity of the information that is not of its own creation, and whose content belongs to third parties outside nTeaser.

However, pursuant to Article 17 of Law 34/2002 of July 11, 2002, on information society services and electronic commerce, when nTeaser becomes aware of the unlawfulness of such content or links, it will proceed to remove them, as well as blocking the content that may be unlawful or violate the rights of third parties, pursuant to Articles 11 and 16 of that Law.

14. MODIFICATIONS TO THE TERMS

nTeaser reserves the right to modify or update the Terms at any time, prior notice to Users through the notification systems enabled on the Platform, for a period of 15 days prior to their entry into force.

15. GOVERNING LAW AND JURISDICTION

These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Spain.

Each Party irrevocably agrees that the courts of the city of Madrid shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).

Last update: November 2023