Key deal details - Project HT

2. Participation in Transaction Profits

Regardless of the initial fee, the initiator is entitled to compensation in the form of a share of the profit earned by the investor on the transaction, i.e., a profit share of 5% of the transaction profit. The profit share becomes due upon full repayment to the investor of the total amount of invested capital.

3. Access Fee

In exchange for providing the materials and granting the investor the right to use them during the evaluation period, the investor shall pay the initiator a fee in the amount of: 10,000 PLN net within 7 days.

4. Disclosure of Materials

Upon signing the Agreement, the Initiator shall make the Materials available to the Investor in electronic, written, spoken or any other agreed-upon form within 24 hours of both parties signing the Agreement.

5. Protection Period

The protection period is 18 months from the date the first materials regarding the target company are provided to the Investor.

6. Non-circumvention clause

During the Protection Period, the Investor shall not take any actions aimed at executing the Transaction without involving the Initiator.

The non-circumvention clause covers, in particular:

• the use of the Initiator’s Materials, models, analyses, Transaction structure, contacts, or information without paying the compensation provided for in the Agreement,
• executing a Transaction through an Affiliated Entity,
• executing a Transaction through an SPV, a fund, a co-investor, a consortium, a financier, or an advisor,
• changing the form of the Transaction to avoid the obligation to pay compensation,
• the indirect acquisition of shares, equity interests, assets, receivables, or other rights related to the Target Company,
• contacting persons identified by the Initiator as potential sellers, shareholders, counterparties, or sources of information for the purpose of executing the Transaction without the Initiator’s involvement.

7. Preliminary knowledge of the Target Company

The Investor had specific, current and documented knowledge of the Target Company as an investment opportunity under analysis, and the Investor was engaged in an actual, documented process aimed at a Transaction involving the Target Company.
The Investor is required to disclose prior knowledge of the Target Company within 5 business days of receiving the Materials.

The disclosure should include documents confirming:

• the start date of the prior process,
• the individuals involved in the process,
• the scope of the analyses performed,
• specific actions related to a potential transaction,
• the nature of contacts with the Target Company, its shareholders, or advisors.

8. Confidentiality

The Investor agrees to keep the following confidential:

• Materials,
• information about the Target Company,
• information regarding the investment thesis,
• the content of this Agreement,
• the terms of the Initiator’s compensation,
• any data and information received from the Initiator.

The Investor may disclose confidential information only to its:

• employees,
• members of governing bodies,
• legal, tax, financial, and technical advisors,
• financiers,
• potential co-investors,
• an investment firm, brokerage firm, or other authorized intermediary,
• provided that such persons require this information to evaluate or execute the Transaction and are subject to a confidentiality obligation no less restrictive than that set forth in this Agreement.

The confidentiality obligation does not apply to information that:

• was publicly available prior to its disclosure by the Initiator,
• became publicly available without a breach of the Agreement,
• must be disclosed pursuant to mandatory provisions of law, a decision by a regulatory authority, or market regulations, provided that the Initiator is notified in advance, to the extent permitted by law.

The confidentiality obligation shall remain in effect for 3 years from the date of signing the Agreement.

For each breach of the confidentiality obligation, the Investor shall pay the Initiator a contractual penalty in the amount of 10,000 PLN.

Payment of the contractual penalty does not preclude the Initiator’s right to seek damages in excess of the penalty amount.

A period of 18 months from the date the first materials regarding the target company are provided to the Investor.

9. Additional Services

Any activities beyond the provision of materials and explanatory information require a separate order accepted by the Parties in writing.

Additional services may include, in particular:

• updating the financial model,
• preparing a data room,
• coordinating due diligence,
• preparing an investment presentation,
• analyzing financing scenarios,
• business support,
• preparing a reorganization plan,
• preparing materials for co-investors,
• support in analyzing a potential exit strategy.

Unless the Parties agree otherwise, additional services will be billed at the following rate:

500 PLN net per hour.