Terms, Clarified.

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

The Client’s written confirmation to our Group, given after the Client Fee Agreement has been fully executed, that our Group may submit the Client’s Capital Request File to the Funding Channel and/or any Capital Provider in order to obtain the LoE & ITs. Our Group does not submit the Capital Request File until it has received the Authority to Submit and the Commitment Fee in cleared funds.

The final written offer, commitment or other document, or any further version of it, produced by a Capital Provider and sent to the Client, which details the Capital Amount, the commercial terms of the Funding Request and any related security, legal, investment or completion 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. In US practice Binding Written Offer Terms are commonly called a Commitment Letter.

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 aggregate amount of funding, investment or other capital raised, committed, subscribed, contributed or otherwise made available for or in connection with the Client’s Funding Request via our Group and its Funding Channels and/or Capital Providers. It is the amount stated in the Binding Written Offer Terms or, where the applicable structure does not use Binding Written Offer Terms, in the relevant facility, subscription, investment, partnership, joint-venture, capital contribution or other definitive transaction documents.

The point within the Funding Request process when the Capital Provider directly communicates with the Client, via the Funding Channel and/or our Group. Different Capital Providers 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 Group. The Capital Provider 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. Capital Provider details, such as their jurisdiction, corporate structure, size and relationship with the Funding Channel and/or our Group will be provided to the Client in the discussions between the Client and the Funding Channel and/or our Group once the LoE & ITs have been produced and before the Client decides to proceed with signing the LoE & ITs. Where a Capital Provider issues the LoE & ITs directly, it is named to the Client when the LoE & ITs are issued and communicates with the Client directly from that point, as set out in the LoE & ITs, with our Group providing the Client with assistance until Completion.

Most Capital Providers want direct communication with the Client once they have received the IM, where one is produced, and have reviewed the Client’s due diligence data room (the Google Drive Link Data Room on our Group’s principal Funding Channel Route, or the data room used on the relevant Funding Channel Route, which may be the Preliminary Data Room) that has been through the full due diligence process by the Funding Channel and/or our Group on behalf of the Capital Provider.

Any source of funding introduced via our Group and/or through any of our Group’s Funding Channels that assists with the Funding Request to provide the funding required and the Capital Amount.

The internal case file prepared by the Analyst assigned to the Funding Request for submission to a Funding Channel and/or Capital Provider for the purpose of obtaining the LoE & ITs. The Capital Request 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 Capital Request File is our Group’s internal document. It is not issued to the Client, to NV or to an Introducer, and is provided only to the Funding Channel and/or any Capital Provider to whom the Funding Request is submitted.

The company or individual that makes a Funding Request to our Group, 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. No Newton Ventures version carries a declaration.

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. Our Dubai entity issues it once the case’s complexity and likely workload are understood, normally after reviewing the Client’s documents and/or existing data room, and after the Client Mutual NCNDA is fully executed and the Client Declaration is signed. Both our Dubai entity and the Client sign the Client Fee Agreement before the Client gives Authority to Submit. Signing it establishes the commercial contract but does not itself make a fee immediately payable. A fee becomes payable only as specified in the Client Fee Agreement and the applicable invoice.

The mutual non-circumvention and non-disclosure agreement executed between our Dubai entity and the Client before the Client Fee Agreement is issued. It keeps each Party’s confidential information confidential, protects for three years the Funding Channels and Capital Providers that our Dubai entity identifies to the Client in connection with the Funding Request, and records in its Addendum 2 the funding sources with which the Client is already dealing independently of our Dubai entity, which are excluded from that protection. Once signed, the Client Fee Agreement takes priority over it.

The information and documentation the Client provides to our Group when making the Funding Request and during our Group’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 Capital Request 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, the Google Drive Link Data Room or any other Funding Channel’s data room, and providing it does not populate or complete any of them.

The fee charged by our Dubai entity before submitting the Capital Request File relating to the Client’s Funding Request to obtain the LoE & ITs from the Funding Channel or Capital Provider. 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 the circumstances set out in the Progression Fee section of the Client Fee Agreement, which include the LoE & ITs not being produced within fifteen Business Days following submission of the Capital Request File to the Funding Channel and/or any Capital Provider, subject to the suspensions set out there. 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 any refund condition.

The first occurrence of any part of the Capital Amount being advanced, drawn down, invested, subscribed, contributed, committed under binding and unconditional definitive documents, transferred, released or otherwise made available, or the transaction giving rise to it otherwise completing, whether directly or indirectly for the benefit of the Client or any recipient identified in the Completion Fee section of the Client Fee Agreement.

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 by applying the applicable Pure Senior Debt and/or Enhanced Capital percentage to each relevant component of the Capital Amount under the sliding scales set out in the Client Fee Agreement and is payable upon Completion. The Progression Fee paid by the Client is deducted from the Completion Fee in accordance with the Completion Fee section.

The fee charged by a Funding Channel to the Client, where that Funding Channel charges one, 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 Capital Providers, 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. Normally, no Contribution Fee applies where a Capital Provider issues the LoE & ITs directly, although on occasion it can apply.

The payment of any debt component of the Capital Amount, or any tranche of it, to the Client or to the Client’s nominated recipient under the Binding Written Offer Terms or other definitive transaction documents.

Any Capital Amount, or any component of a Capital Amount, which is not Pure Senior Debt, including:

(a) stretch senior debt, unitranche, whole-loan debt to the extent that it does not satisfy the definition of Pure Senior Debt, subordinated debt, junior debt, second-lien debt, mezzanine debt, payment-in-kind debt or any debt with an equity, profit-participation, conversion, warrant, option or similar participation feature;

(b) preferred equity, ordinary equity, common equity, sponsor equity, co-investment, equity-linked capital, convertible loan notes, SAFE instruments or any other instrument capable of converting into, or giving an entitlement to, equity or equity-like returns;

(c) general partner, limited partner, fund, partnership or co-investment capital;

(d) joint-venture, development-partnership, profit-share, revenue-share, participating-interest or similar capital; and

(e) any hybrid, structured or alternative form of capital which, having regard to its commercial substance, carries a return, risk profile, priority, security position or participation right materially different from Pure Senior Debt.

Any company, firm, platform, intermediary or other entity that our Group works with to fulfil a Funding Request through that entity’s own panel, network or relationships of Capital Providers. Funding Channels include capital markets advisers, broker-dealers and other regulated or unregulated intermediaries, placement agents, debt advisory and packaging firms, and Capital Providers or their origination teams acting in an introducing capacity. Each Funding Channel has its own process, documentation and fees, which our Group explains to the Client before the Capital Request File is submitted. A Funding Channel is not a Capital Provider in that capacity, although on occasion it may co-invest alongside its Capital Providers and provide part of the Capital Amount itself. In US practice a Funding Channel is commonly called a Broker-Dealer, Capital Markets Advisor, Placement Agent or Intermediary.

Any route on which our Group submits the Capital Request File to a Funding Channel to obtain the LoE & ITs through that Funding Channel’s Capital Providers. On every Funding Channel Route the LoE & ITs are signed by the Client and the Funding Channel, and our Group provides the Preliminary Data Room. The other steps, documents and fees vary between Funding Channels. On the route operated by our Group’s principal Funding Channel an Illustrative LoE & ITs Template is provided, the Funding Channel’s Contribution Fee applies, the Google Drive Link Data Room is used for full due diligence and an IM is produced; on other Funding Channel Routes no Illustrative LoE & ITs Template is provided, a Contribution Fee or an IM may not apply, and full due diligence may be carried out in the Funding Channel’s own data room or in the Preliminary Data Room. Our Group confirms what applies before the Capital Request File is submitted.

An application by the Client, either directly to NV or through an Introducer, to obtain financing or investment via the Funding Channels and/or Capital Providers that our Group has access to, including all subsequent due diligence required to secure the LoE & ITs, Binding Written Offer Terms and Completion of the Capital Amount. A Funding Request is an application only. It is not an offer of finance and does not commit our Group, any Funding Channel or any Capital Provider to provide funding or investment.

The data room provided to the Client by our Group’s principal 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 Group’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 Capital Providers, and of the Investment Memorandum. The Funding Channel sends the Investment Memorandum and access to this data room to the Capital Providers 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. Other Funding Channels, and Capital Providers that issue the LoE & ITs directly, use their own data rooms in their own formats, or use the Preliminary Data Room, for their full due diligence. References to the Google Drive Link Data Room apply equally to whichever data room is used on the relevant route, including the rule above on when it is complete.

A sample Letter of Engagement and Indicative Terms provided to the Client by our Group after submission of the Capital Request File, while the Funding Channel and our Group work towards obtaining the actual LoE & ITs. It is provided only where the Capital Request File is submitted to our Group’s principal Funding Channel: the format of the LoE & ITs differs between Funding Channels and no template is provided on other Funding Channel Routes. 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 Group. An Introducer is not a Party to the Client Fee Agreement and is not our Group’s agent.

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

Where an IM is produced, it 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 Group. It is then sent to the Client for commentary and sign-off before being sent to Capital Providers. An IM is produced where our Group’s principal Funding Channel undertakes the due diligence; not every Funding Channel Route includes one, and no IM is produced where a Capital Provider issues the LoE & ITs directly and undertakes its own due diligence. In US practice an IM is commonly called a Confidential Information Memorandum (CIM) or Information Memorandum.

The document, or combination of documents, issued after our Group submits the Capital Request File in connection with the Client’s Funding Request. It sets out the proposed financing structure and indicative commercial terms. Depending on the Funding Channel or Capital Provider that issues it, it may be called a term sheet, letter of intent, engagement letter or another name. All such documents are referred to as the LoE & ITs in our Group’s documents and in the Client Fee Agreement. The LoE & ITs are indicative only. They are not Binding Written Offer Terms and do not commit any Capital Provider to provide funding. In US practice the LoE & ITs are commonly called a Term Sheet or Letter of Intent (LOI), with the Letter of Engagement element being an Engagement Letter.

There are two routes by which the LoE & ITs may be obtained:

1. Funding Channel route. Our Group submits the Capital Request File to a Funding Channel. The Funding Channel obtains indicative terms from at least one of its Capital Providers and issues the LoE & ITs to the Client. The LoE & ITs are signed by the Client and the issuing Funding Channel.

2. Direct to Capital Provider route. Our Group submits the Capital Request File directly to a Capital Provider, without a Funding Channel. That Capital Provider issues the LoE & ITs to the Client, and the LoE & ITs are signed by the Client and the issuing Capital Provider.

The LoE & ITs will identify the proposed financing structure, which may be debt, equity, a convertible loan note or another structure. Before submitting the Capital Request File, our Group will discuss the Client’s preferred structure with the Client and seek to align the Funding Request with that preference. The structure and terms offered will be those stated in the LoE & ITs issued by the Funding Channel or Capital Provider. Our Group facilitates this process for the Client.

Validity and extensions. Where our Group’s principal Funding Channel issues the LoE & ITs, it issues a single document with a validity period of fourteen calendar days. Other Funding Channels may apply different validity periods, which our Group will confirm with the Client before submitting the Capital Request File.

Where a Capital Provider issues the LoE & ITs directly, our Group cannot confirm their validity period before receiving them. Our Group will advise the Client of the stated validity period promptly upon receipt. The Client should therefore ensure that the people needed to review and approve the terms are available to act within the period stated in the issued document.

If the LoE & ITs have not been signed by the Client, or fees due at that stage have not been paid, within their stated validity period, our Group may be able to request an extension. For LoE & ITs issued through a Funding Channel, the Client must pay our Group’s non-refundable $5,000 USD LoE & ITs Extension Fee before our Group makes an extension request. For LoE & ITs issued directly by a Capital Provider, that fee applies if an extension is required after fourteen calendar days have elapsed from the date the LoE & ITs were first issued; it must be paid before our Group makes the request.

An extension is at the issuing Funding Channel’s or Capital Provider’s discretion. Our Group cannot guarantee that an extension will be granted or that any extended or reissued LoE & ITs will retain the same commercial terms.

The fee charged by our Group 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. Where a Capital Provider issues the LoE & ITs directly, the fee applies to an extension requested after fourteen calendar days have elapsed from the date the LoE & ITs were first issued. The fee is $5,000 USD, is non-refundable, and must be paid before our Group makes the request.

Newton Ventures Ltd, the entity that originates and prequalifies the Funding Request and issues the Newton Ventures documents. NV does not contract with or invoice the Client; it is not a Party to the Client Fee Agreement or the Client Mutual NCNDA.

Newton Ventures and our Dubai entity, affiliate companies operating through a coordinated business model. NV originates and prequalifies the Funding Request; our Dubai entity is the company through which NV’s international financing is facilitated and the company the Client contracts with: it issues the Client Mutual NCNDA, the Client Fee Agreement and every invoice, appoints the Analyst and is named to the Client once NV is satisfied to proceed with the Funding Request. References to our Group are to those two companies only, and never to the Funding Channel or any Capital Provider.

Our Dubai entity and the Client. NV, an Introducer, a Funding Channel and a Capital Provider are not Parties to the Client Fee Agreement or the Client Mutual NCNDA. Where the context requires, Party also refers to a Funding Channel or a Capital Provider involved in the Funding Request, although neither is a Party to the Client Fee Agreement or the Client Mutual NCNDA.

A data room provided to the Client by our Group after submission of the Capital Request File and before the LoE & ITs are obtained and signed. It is in our Group’s own standard format and is designed to cover the information the Funding Channel or Capital Provider typically requires during full due diligence, so that the Client can begin assembling its due diligence information early. It is provided as a courtesy. On our Group’s principal Funding Channel Route it is not the Funding Channel’s Google Drive Link Data Room, and populating it does not satisfy the Funding Channel’s due diligence requirements or complete the Google Drive Link Data Room. It is provided on every route. Once the LoE & ITs are signed and the fees due at that stage have been paid, the Funding Channel or Capital Provider details its own specific information requests and data room structure. On other routes the Funding Channel or Capital Provider may instead carry out its full due diligence in the Preliminary Data Room, in which case the Client continues to populate it after the LoE & ITs are signed and it is complete only when the Funding Channel or Capital Provider confirms in writing that its due diligence review of it is satisfied.

Our Dubai entity’s document explaining the funding process, the Parties involved in it, the fees payable at each stage and the indicative timelines. Its standard version contains the Client Declaration and is issued to the Client before the Client Fee Agreement. Newton Ventures’ versions explain the same process in advance of it and contain no declaration.

The fee our Dubai entity charges for assessing the opportunity, working on the initial due diligence, preparing and submitting the Capital Request 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. The Progression Fee is deducted from any Completion Fee that becomes payable.

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 or Capital Provider that issued the LoE & ITs sign the LoE & ITs. Should the Client sign the LoE & ITs and the Funding Channel or Capital Provider not sign them, or vice versa, no further Progression Fee is due to our Dubai entity and no Contribution Fee, where one applies, is payable to the Funding Channel, subject to the signed agreements.

Senior secured debt which ranks first in priority in respect of payment and security, has no equity, conversion, warrant, option, profit-share, revenue-share or other participation feature, and is not subordinated, junior, mezzanine, stretch senior, unitranche or otherwise enhanced debt.