Terms, Clarified.

This Agreement supersedes any previous oral or written agreement, email correspondence or commercial understanding between our Dubai entity and the Client relating to the Purpose and only comes into effect upon both Parties signing this Agreement.

The individual appointed from within our Dubai entity and dedicated to looking after the Client’s Funding Request. They act as the Client’s principal day-to-day contact throughout the whole funding process.

The Client’s written confirmation to our Dubai entity that our Dubai entity may submit the Client’s Credit File to the Funding Channel and/or any Lender/Investor in order to obtain the LoE & ITs. Our Dubai entity does not submit the Credit File until it has received the Authority to Submit and the Commitment Fee has been received in cleared funds.

The final document, or any further version of it, produced by a Lender/Investor and sent to the Client, which details the Investment Amount, commercial terms of the Funding Request, and any related security/legal requirements. Binding Written Offer Terms follow, and are distinct from, the LoE & ITs. The LoE & ITs are indicative only and are not Binding Written Offer Terms.

A day other than a Saturday, Sunday, or public holiday when banks are open for business in both the country in which our Dubai entity is registered and the country in which the Client is registered or resident.

The company or individual that makes a Funding Request to our Dubai entity, including any related subsidiary or SPV established for the Funding Request and any other entity used as a vehicle by the Client for it.

The declaration contained within our Dubai entity’s Process, Parties Involved, Fees & Timelines document, signed by the Client to confirm that the Client has read and understood the process, the parties involved, the fees and the timelines before the Client Fee Agreement is issued.

Our Dubai entity’s agreement detailing the fees payable by the Client to our Dubai entity during the Funding Request and the timing of those fees. Signing the Client Fee Agreement establishes the commercial contract but does not, by itself, make any fee immediately payable. A fee becomes payable only as specified within the Client Fee Agreement and the applicable invoice. Our Dubai entity issues the Client Fee Agreement only after the Client Mutual NCNDA has been fully executed, the Client has signed the Client Declaration contained in our Dubai entity’s Process, Parties Involved, Fees & Timelines document, and the Analyst has confirmed that our Dubai entity holds the information and documentation reasonably required to prepare and submit the Credit File.

The mutual non-circumvention and non-disclosure agreement executed between our Dubai entity and the Client before the Client Fee Agreement is issued.

The information and documentation the Client provides to our Dubai entity when making the Funding Request and during our Dubai entity’s initial assessment, typically including the Client’s executive summary, pitch deck, financial information and security or collateral details. The Client Submission Pack is the source material for the Credit File, which the Analyst will work through with the Client before it is submitted. It is not a due diligence data room: it is not the Preliminary Data Room and it is not the Google Drive Link Data Room, and providing it does not populate or complete either of them.

The fee charged by our Dubai entity before submitting the Credit File relating to the Client’s Funding Request to obtain the LoE & ITs from the Funding Channel. The Commitment Fee forms part of the Progression Fee as outlined in the Client Fee Agreement, and is not in addition to it. The Commitment Fee is non-refundable, except where the LoE & ITs are not produced within fifteen (15) Business Days following submission of the Credit File to the Funding Channel and/or any Lender/Investor, in which case the Client may request a refund in writing and our Dubai entity shall refund it, on the terms and subject to the suspensions set out in the Progression Fee section of the Client Fee Agreement. For the avoidance of doubt, the Illustrative LoE & ITs Template is not, and does not count as, an LoE & ITs document for the purposes of this refund condition.

The point at which the Investment Amount, or the first tranche of it, is drawn down by the Client.

The final fee charged by our Dubai entity to the Client under the Client Fee Agreement for fulfilling the Client’s Funding Request. It is calculated as a percentage of the Investment Amount on the sliding scale set out in the Client Fee Agreement and is payable at Drawdown. A Completion Fee and a Walk Away Fee are not both payable in respect of the same Binding Written Offer Terms.

All confidential information relating to the Purpose that the Discloser, its Representatives or any of its Group Companies, or their Representatives, directly or indirectly discloses or makes available to the Recipient, its Representatives or any of its Group Companies, or their Representatives.

The fee charged by the Funding Channel to the Client if the Client and the Funding Channel both sign the LoE & ITs. This fee covers the Funding Channel’s work in undertaking much of the due diligence mandated by the Lenders/Investors, the Funding Channel’s dedicated analyst’s time, the Funding Channel’s director involvement and some of the various third-party reports required during due diligence, including AML/KYC checks and other reports. The Contribution Fee is payable to the Funding Channel and not to our Dubai entity. It is separate from, and in addition to, our Dubai entity’s own fees.

The internal case file prepared by the Analyst assigned to the Funding Request for submission to a Funding Channel and/or Lender/Investor for the purpose of obtaining the LoE & ITs. The Credit File typically includes details from calls with the Client and additionally information from the Client’s executive summary, pitch deck, financial information, security/collateral details, the Client Submission Pack and other Client documentation provided. The Credit File is our Dubai entity’s internal document. It is not issued to the Client or to an Introducer, and is provided only to the Funding Channel and/or any Lender/Investor to whom the Funding Request is submitted.

The Party that discloses its Confidential Information, directly or indirectly, to the Recipient.

The payment of the Investment Amount, or of any tranche of it, to the Client or to the Client’s nominated recipient under the Binding Written Offer Terms.

Any company, firm, platform, intermediary or other funding source that our Dubai entity works with to fulfil any Funding Request through the Funding Channel’s panel of Lenders/Investors. A Funding Channel is not a Lender/Investor, although on occasion it may co-invest alongside its Lenders/Investors and provide part of the Investment Amount itself.

An application to our Dubai entity by the Client, either directly or through an Introducer, to obtain financing via the Funding Channels and/or Lenders/Investors that our Dubai entity has access to, including all subsequent due diligence required to secure the LoE & ITs, Binding Written Offer Terms and Drawdown of the Investment Amount. A Funding Request is an application only. It is not an offer of finance and does not commit our Dubai entity, any Funding Channel or any Lender/Investor to provide funding.

The data room provided to the Client by the Funding Channel. It is issued with the Funding Channel’s introductory email, at the point the Funding Channel opens its due diligence, and the Client, with our Dubai entity’s assistance, populates it with the due diligence information the Funding Channel requires. Once populated it is the basis of the full due diligence review carried out by the Funding Channel on behalf of the Lenders/Investors, and of the Investment Memorandum. The Funding Channel sends the Investment Memorandum and access to this data room to the Lenders/Investors to progress towards Binding Written Offer Terms. It is complete only when the Funding Channel confirms in writing that its due diligence review of it is satisfied; a statement by the Client that it is complete does not make it complete. It is not the Preliminary Data Room and it is not the Client Submission Pack.

In relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

In relation to a company, any member of its Group.

A sample Letter of Engagement and Indicative Terms provided to the Client by our Dubai entity after submission of the Credit File, while the Funding Channel and our Dubai entity work towards obtaining the actual LoE & ITs. It is supplied solely to explain the anticipated format, process and content and does not constitute an offer, commitment or confirmation of the terms that may ultimately be proposed within the LoE & ITs. No template indicative terms are contained within the Illustrative LoE & ITs Template. It is not, and does not count as, an LoE & ITs document for the purposes of the Commitment Fee refund condition in the Client Fee Agreement.

Any individual or entity that introduces Clients with a Funding Request to our Dubai entity. An Introducer is not a Party to the Client Fee Agreement and is not our Dubai entity’s agent.

The funding amount raised for the Client to fulfil their Funding Request via our Dubai entity and its Funding Channels and/or Lenders/Investors. It is the amount stated in the Binding Written Offer Terms, except where the Client Fee Agreement provides otherwise.

The document produced by the Funding Channel and/or our Dubai entity on behalf of the Client and sent to Lenders/Investors before the issuance of Binding Written Offer Terms, once the Funding Channel and/or our Dubai entity has satisfied the due diligence requirements expected by the Lenders/Investors.

The IM is produced once the Client’s Google Drive Link Data Room has been populated by the Client and thoroughly reviewed by the Funding Channel and/or our Dubai entity. It is then sent to the Client for commentary and sign-off before being sent to Lenders/Investors.

The point within the Funding Request process when the Lender/Investor directly communicates with the Client, via the Funding Channel and/or our Dubai entity. Different Lenders/Investors have different stipulations and criteria about when they wish to communicate directly with Clients, and this will be communicated on a case-by-case basis to the Client by the Funding Channel and/or our Dubai entity. The Lender/Investor will not be named to the Client until at least the LoE & ITs have been signed and all relevant payable fees at that stage have been paid by the Client. Lender/Investor details, such as their jurisdiction, corporate structure, size and relationship with the Funding Channel and/or our Dubai entity will be provided to the Client in the discussions between the Client and the Funding Channel and/or our Dubai entity once the LoE & ITs have been produced and before the Client decides to proceed with signing the LoE & ITs.

Most Lenders/Investors want direct communication with the Client once they have received the IM and have reviewed the Client’s Google Drive Link Data Room that has been through the full due diligence process by the Funding Channel and/or our Dubai entity on behalf of the Lender/Investor.

Any source of funding introduced via our Dubai entity and/or through any of our Dubai entity’s Funding Channels that assists with the Funding Request to provide the funding required and the Investment Amount. A Lender/Investor is not named to the Client until the conditions set out under Lender/Investor Client Engagement have been met.

The Letter of Engagement and Indicative Terms facilitated by our Dubai entity for the Client via its Funding Channels and/or Lenders/Investors.

The LoE & ITs document is issued to the Client only once our Dubai entity or one of our Dubai entity’s Funding Channels has secured indicative terms from at least one Lender/Investor. The LoE & ITs is one single document. It outlines the indicative deal structure and commercial terms associated with the Funding Request. The financing structure around the indicative terms (debt, equity, convertible loan note or any other structure), will be confirmed within the LoE & ITs and our Dubai entity will aspire to match the finance structure to the Client’s preferred option and discuss this with the Client before submitting the Credit File. The LoE & ITs are indicative only. They are not Binding Written Offer Terms and do not commit any Lender/Investor to provide funding.

The LoE & ITs have a validity period of 14 calendar days. If the LoE & ITs are not signed by the Client within the stated validity period, and the required fees due at that stage have not been paid, our Dubai entity may be able to request an extension to the LoE & ITs. Any extension request requires payment of the non-refundable $5,000 USD LoE & ITs Extension Fee before our Dubai entity makes the request. Please note that there is no guarantee that any extension to the validity of the LoE & ITs will be granted. Neither can any guarantee be given as to whether the revised terms will be on the same commercial basis. Our Dubai entity strongly recommends that the Client ensures all required people and parties on its side are aligned before the LoE & ITs are issued, so that an informed decision can be made within the 14 calendar day validity period.

The fee charged by our Dubai entity should the Client request an extension to the validity period of the LoE & ITs. There is no guarantee that any extension to the validity of the LoE & ITs will be granted. Neither can any guarantee be given as to whether the revised terms will be on the same commercial basis. This fee applies to any Client request for an extension to the validity period of the LoE & ITs. For the avoidance of doubt, each and every Client request for an extension of the validity period of the LoE & ITs triggers a new LoE & ITs Extension Fee. The fee is $5,000 USD, is non-refundable, and must be paid before our Dubai entity makes the request.

Our Dubai entity and the Client. An Introducer, a Funding Channel and a Lender/Investor are not Parties to the Client Fee Agreement or the Client Mutual NCNDA.

A Client whom our Dubai entity has assisted in obtaining one or more of the following: LoE & ITs, Binding Written Offer Terms, or completion of their Funding Request and associated Investment Amount.

A data room provided to the Client by our Dubai entity after submission of the Credit File and before the LoE & ITs are obtained and signed. It closely mirrors the Google Drive Link Data Room so that the Client can begin assembling its due diligence information early. It is provided as a courtesy, it is not the Funding Channel’s data room, and populating it does not satisfy the Funding Channel’s due diligence requirements or complete the Google Drive Link Data Room.

Our Dubai entity’s document explaining the funding process, the parties involved in it, the fees payable at each stage and the indicative timelines. It contains the Client Declaration and is issued to the Client before or at the same time as the Client Fee Agreement.

The fee our Dubai entity charges for assessing the opportunity, working on the initial due diligence, preparing and submitting the Credit File, obtaining the LoE & ITs and continuing to assist the Client throughout the Funding Request. The Commitment Fee forms part of this Progression Fee and is not in addition to it.

For the sake of total clarification, the Progression Fee, or any balance of it due after any Commitment Fee already paid by the Client to our Dubai entity, is only payable if both the Client and the Funding Channel sign the LoE & ITs. Should the Client sign the LoE & ITs and the Funding Channel not sign the LoE & ITs, or vice versa, no further Progression Fee is due to our Dubai entity and no Contribution Fee is payable to the Funding Channel, subject to the signed agreements.

The Progression Fee was formerly known as the Initial Fee.

Our Dubai entity facilitating the Client’s Funding Request by using our Dubai entity’s access to various Funding Channels and/or Lenders/Investors.

The Party that receives Confidential Information, directly or indirectly, from the Discloser.

In relation to each Party and any member of its Group, its officers and employees who need to know the Confidential Information for the Purpose, its professional parties or consultants engaged in connection with the Purpose, its contractors and sub-contractors engaged in connection with the Purpose, and any other person to whom the Discloser agrees in writing that Confidential Information may be disclosed.

The fee charged by our Dubai entity if our Dubai entity or the Funding Channel obtains Binding Written Offer Terms for the Funding Request that substantially match or improve upon the LoE & ITs and the Client does not proceed with the Funding Request. The circumstances in which the Walk Away Fee becomes payable, and those in which it does not, are set out in full in the Walk Away Fee section of the Client Fee Agreement.