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Trading Procedure

Sets out the rights and obligations of the Parties in relation to the trading of Guarantees of Origin. In addition, it lays down the procedure for the formation of the selling price of Guarantees of Origin and the procedure for calculating the sales revenue.

This “Trading Procedure” document sets out the procedure for trading Guarantees of Origin and is a legally binding part of the Agreement.

1. TRADING ITEM

1.1 Subject. By entering into the Agreement, Soldera undertakes to carry out sales transactions for the Member in its own name and at the expense of the Member with Guarantees of Origin belonging to the Member, the terms of which are fixed on the basis of the principles described in this document. The Member undertakes to pay Soldera a Fee for this. Soldera's activities in relation to the Member are of a continous nature.

1.2 Exclusivity.Soldera has a worldwide exclusive right to carry out the sale of Member Guarantees of Origin. The Member shall declare and confirm that their Guarantees of Origin are not subject to any other mediation arrangements and shall not initiate any other action in respect of such agreements. Exclusivity also means that, during the term of the Agreement, Soldera is entitled to receive their Fee even if the Member finds a buyer for the Certificates of Origin themself.

1.3 Aggregation of the Sales Transaction.The Member acknowledges that Soldera has the right to sell Guarantees of Origin sourced from multiple parties as a single sale transaction.

2. MEMBER INSTRUCTIONS

2.1 Instructions.The Member has the right to give Soldera the necessary instructions for the execution of the Agreement (for example setting a minimum price for Guarantees of Origin) only through the Soldera Platform to the extent defined therein and if the Soldera Platform has such instructional functionality.

2.2 Failure to enter into a sales transaction. If the Member's instructions cannot be followed when making a sale transaction, the Member's Guarantees of Origin shall be excluded from the sale transaction and the Member shall not be entitled to income from the sale or to be informed of the terms and conditions in connection with that sale transaction.

3. TIMING OF THE SALE TRANSACTION

3.1 Timing. Soldera has the exclusive right to decide when to initiate a sale transaction. The Member acknowledges that since Soldera aggregates Guarantees of Origin from multiple parties, Soldera's ability to make a sale transaction is affected by how many Guarantees of Origin Soldera is able to sell over all parties at any given time.

3.2 Property liability related to scheduling. Soldera aims to sell Guarantees of Originn as often as possible at the highest price that has emerged in the quotation. Soldera's goal is not to schedule the moment of sale in accordance with market prices. Therefore, for example, it may happen that Soldera makes a sale transaction at a price that would have been higher in a week. The Member acknowledges that Soldera cannot assume financial liability for lost revenue or negative consequences related to the timing of market prices.

4 PRICE FORMATION

4.1 Taking quotes. Before entering into a sale transaction, Soldera is obliged to request a quotation from at least three independent Buyers, whereby (i) at least one Buyer must be located or operate outside Estonia and (ii) one quotation must be taken from the Buyer involved in Soldera's previous successful sale transaction, but Soldera is not responsible for the Buyer not providing an offer.

4.2 Documentation. Soldera undertakes to document and store the quotes received in order to be able to prove, if necessary, that the Member received the best price for their Guarantees of Origin on the basis of the quotations made by the Buyers.

5. MAKING A SALES TRANSACTION

5.1 Initiation.Once Soldera has received the necessary quotations and it is possible to include the necessary number of Guarantees of Origin for the execution of the sales transaction, Soldera may initiate the execution of the sale transaction.

5.2 Selection of Buyer. Soldera selects the best price offer from Buyers' quotes. The Member should be informed that, due to the aggregation of the sales transactions, there can be no assurance that, hypothetically, selling their Guarantees of Origin as a standalone product would not have resulted in a better selling price.

5.3 Soldera itself in the role of the Buyer. Soldera has the right to designate itself or a person related to it as a buyer in the sale transaction only if the Soldera price offer is equal to or better than the Buyers' best quotation and other conditions are equal or better than the Buyers' offers for the Member.

5.4 Non-involvement of a Member in the transaction. If the Buyer does not purchase the entire quantity of Guarantees of Origin sold by Soldera, Soldera will make a reasonable effort to sell, on a priority basis, those Certificates of Origin that are the oldest (i.e. closest to the end of its trading period). Soldera will then take into account the Buyer's preferences in order to finally decide which Guarantees of Origin will remain unsold with this sale transaction. The Member acknowledges that Soldera accepts no responsibility for any damage or other negative consequence resulting from decisions made in such a situation. Soldera will make reasonable efforts to sell Guarantees of Origin excluded from the sale transaction as well, if possible.

5.5 Preparatory actions in the Registry. Soldera has the right to transfer the Member's Guarantees of Origin to its account in the Registry in order to provide Soldera with sufficient certainty to carry out sales transactions and to make it easier for Soldera to prepare sales transactions. The Member shall not be entitled to withdraw these Guarantees of Origin to their account during the term of the Agreement. The Member has the right to the return all the Guarantees of Origin belonging to them but not sold by the end of the Agreement.

6. ACCOUNTING OF FEES AND EXPENSES

6.1 Taking the Fee.After the sale transaction has been completed, Soldera has the right to claim a Fee on the proceeds from the sale of the Member's Guarantees of Origin.

6.2 Deduction of expenses. Before the Fee is collected, the costs associated with the sale transaction will be deducted from the proceeds from the sale. Expenses include, for example, bank transfer fees, Registry import/export prices, etc. Soldera's own normal operating expenses such as salary and travel expenses are not considered as expenses, as they must be covered by the Fee.

7. NOTIFICATION

7.1 Within 5 days of the conclusion of the sale transaction, Soldera must notify the Member in writing of the conclusion of the sale transaction. The notification must contain at least the following information: price received and quantity sold. In this context, the moment when (i) the Certificate of Origin has been transferred to the Buyer and (ii) the sale price has been paid in full to Soldera is considered to be the moment of the conclusion of the sale transaction.

8. INVOICING

8.1 Procedure for submitting an invoice.Upon receipt of the notification, the Member has the right to invoice for the Guarantees of Origin sold to Soldera through the Soldera Platform. Soldera is under no obligation to make payments to the Member prior to the submission of the invoice.

8.2 The content of the invoice.The invoice must include the selling price of the Guarantees of Origin minus the Fees and Expenses, and the quantity.

8.3 Invoice filing time.The Member has the right to submit an invoice related to the sale transaction during the term of the Agreement. No other time limit applies to invoicing. Until the invoice is submitted, Soldera will keep the money pending withdrawal in a current account opened for this purpose.

9. MAKING A PAYOUT

9.1 Payout.If the Member has submitted an invoice through the Soldera Platform, Soldera is obliged to transfer the corresponding amount to the Member's Withdrawal Bank Account within 7 days of submitting the invoice.

9.2 Delay.The member has the right to demand a late payment of 0.05% of the amount unpaid on time per day.

Additional income is already waiting

Guarantees of Origin can only be traded for the first 12 months after the moment of production, so it does not make sense to wait long.