Terms, Clarified.

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

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.

A day other than a Saturday, Sunday, or public holiday when banks are open for business in both countries where each Party resides.

NV’s document detailing the various fees payable by the Client to NV during the Funding Request and timings of these fees. Signing the Client Fee Agreement does not trigger any fees immediately being payable to NV or create any obligation to do so other than as specified within the Client Fee Agreement.

The fee charged by NV 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 in circumstances as outlined in the Progression Fee section of the Client Fee Agreement.

The final fee charged by NV to the Client for fulfilling the Client’s Funding Request.

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 upon the Client signing 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 internal case file prepared by the NV analyst 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, data room and other Client documentation provided.

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

Any company, firm, platform, intermediary or other funding source that NV works with to fulfil any Funding Request through the Funding Channel’s panel of Lenders/Investors.

An application to NV by the Client, either directly or through an Introducer, to obtain financing via the Funding Channels and/or Lenders/Investors that NV has access to, including all subsequent due diligence required to secure Binding Written Offer Terms and draw down of the Investment Amount.

A link to a Client specific data room which is provided to the Client by the Funding Channel upon the Client deciding to execute the LoE & ITs. The Client, with NV’s assistance, populates this data room with the required due diligence information and then this data room forms the backbone of the full due diligence review carried out by the Funding Channel on behalf of the Lender/Investor and which is used to produce the Investment Memorandum which the Funding Channel sends to the Lender/Investor, along with the Google Drive Link Data Room, to progress towards obtaining Binding Written Offer Terms.

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.

Any individual or entity that introduces Clients with a Funding Request to NV.

The funding amount raised for the Client to fulfil their Funding Request via NV and its Funding Channels and/or Lenders/Investors.

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

The IM is produced once the Client’s due diligence data room has been populated by the Client and thoroughly reviewed by the Funding Channel and/or NV. It is then sent to the Client for commentary and sign-off before being sent to Lenders/Investors.

Any source of funding introduced via NV and/or through any of NV Funding Channels that assists with the Funding Request to provide the funding required and the Investment Amount.

The point within the Funding Request process when the Lender/Investor directly communicates with the Client, via the Funding Channel and/or NV. 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 NV. 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 NV will be provided to the Client in the discussions between the Client and the Funding Channel and/or NV 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 NV on behalf of the Lender/Investor.

The LoE & ITs facilitated by NV for the Client via its Funding Channels and/or Lenders/Investors.

The LoE & ITs document is issued to the Client only once NV or one of NV’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 this document and NV will aspire to match the finance structure to the Client’s preferred option and discuss this with the Client before submitting the Credit File.

Please note that the LoE & ITs will 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, NV may be able to request an extension to the LoE & ITs. However, any extension request is subject to a non-refundable administrative fee of $5,000 USD, which must be paid before NV makes the request. There is no guarantee that any extension will be granted, nor that revised terms will be on the same commercial basis. NV strongly recommends that the Client ensures that all required people and parties on their side are aligned to be able to make an informed decision within the 14 calendar day validity period.

Refers to a Client that NV 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.

The fee NV 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 NV, is only payable should the Client decide to sign the LoE & ITs. Should the Client not sign the LoE & ITs, no further payment is due to NV and no Contribution Fee is payable to the Funding Channel.

The Progression Fee was formerly known as the Initial Fee.

NV facilitating the Client’s Funding Request by using NV’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 advisers 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 NV if NV 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 chooses not to proceed with the Funding Request, subject to the further conditions set out in the Client Fee Agreement.