Spot Sales Procedure

This document "Spot Sales Procedure" sets out the procedure for trading Energy Attribute Certificates and is a legally binding part of the Agreement. Capitalized terms not defined in this document have the meanings given in the Principal Conditions for the Provision of the Service (Annex 3).

1. OBJECT OF TRADE
   1. Object. Under the Agreement, Soldera undertakes to carry out for the Member, on its own name and for the account of the Member, sales transactions with the Member's Energy Attribute Certificates, the conditions of sale of which must be fixed based on the principles described herein. The Member undertakes to pay Soldera the Fee for this. Soldera's action in relation to the Member is of a permanent nature.
   2. Right to Sell. Soldera has the worldwide right to sell the Member's Energy Attribute Certificates that have not been explicitly assigned by the Member to another purpose via the Soldera Platform,. The Member represents and warrants that the Energy Attribute Certificates are not subject to any other mediation agreements and that the Member will not initiate any other actions in relation to them.
   3. Aggregation of the sales transaction. The Member acknowledges that Soldera has the right to sell Energy Attribute Certificates of multiple parties in a single sales transaction.
   4. Expiring Energy Attribute Certificates. The Member acknowledges that some Energy Attribute Certificates may be difficult or impossible to sell if they are close to ending their trading period. If at the moment in time where the Agreement enters into force, the Member is in possession of Energy Attribute Certificates, which are less than 60 days from the conclusion of their trading period (referred to as Expiring Energy Attribute Certificates), Soldera will make a reasonable effort to sell these Expiring Energy Attribute Certificates in the usual sales process if possible but assumes no liability for the unsuccessful sale and expiry of these Expiring Energy Attribute Certificates. The Member is free to sell them independently without Soldera's involvement.
2. MEMBER'S INSTRUCTIONS
   1. Instructions. The Member has the right to give instructions to Soldera necessary for the performance of the Agreement (e.g., setting the minimum price for Certificates of Origin) only via the Soldera Platform to the extent specified therein and provided that the Soldera Platform has such functionality for providing instructions.
   2. Not joining the sales transaction. If it is not possible to comply with the Member's instructions when making the sales transaction, the Member's Energy Attribute Certificates will be excluded from the sales transaction and the Member is not entitled to the proceeds of the sales transaction or be notified of the conditions of the sales transaction.
3. TIMING OF SALES TRANSACTION
   1. Timing. Soldera has the exclusive right to decide when to initiate a sales transaction. The Member acknowledges that since Soldera aggregates Energy Attribute Certificates of multiple parties, Soldera's ability to make a sales transaction is affected by how many Energy Attribute Certificates Soldera is able to sell across all parties at any given time.
   2. Proprietary liability related to timing. The Member acknowledges that Soldera is under no obligation to time the sales transaction so as to maximise the price offered on the market. Instead, Soldera's purpose is to sell Energy Attribute Certificates as often as possible. Soldera is not liable for any damage or other negative consequences resulting from the timing.
4. PRICE FORMATION
   1. Obtaining price quotes. Before entering into a sales transaction, Soldera shall make a good faith effort to obtain price quotes from multiple international buyers with the aim of achieving the best possible sales price under the given circumstances and prevailing market conditions. Specifically, Soldera shall seek quotes from multiple independent potential buyers across various countries, including from the Buyer(s) involved in the most recent sales transaction conducted through the Soldera Platform. Soldera does not guarantee, and shall not be held responsible for, the willingness or ability of any contacted third party to provide a price quote. The terms and pricing level of each quote may vary depending on market conditions, transaction size, delivery profile, and other relevant commercial factors.
   2. Documentation. Soldera undertakes to document and store the price quotes received so that it can be proved, if necessary, that the Member obtained the best price for its Energy Attribute Certificates based on the price quotes made by the potential buyers.
5. MAKING SALES TRANSACTIONS
   1. Initiation. Once Soldera has received the necessary price quotes and it is possible to include the required number of Energy Attribute Certificates for the sales transaction, Soldera shall determine the Buyer for the transaction and can initiate the transaction process.
   2. Determining the Buyer(s). Soldera chooses the offer with the best price from among the potential buyers' price quotes. The Member acknowledges that, due to the aggregation of the sales transaction, there can be no certainty that, hypothetically, the sale of the Member's Energy Attribute Certificate separately would not have allowed for a better sales price.
   3. Soldera as a buyer. Soldera has the right to appoint itself or a person related to Soldera as buyer in a sales transaction only if Soldera's price quote is equal to or better than the potential buyers' best price quote and if the other conditions are either equal to or better for the Member than the potential buyers' offers.
   4. Multiple Buyers. A situation may occur where there is more than one Buyer for a homogenous group (i.e., having the same country, technology, and/or production period) of Energy Attribute Certificates. This occurs when the Buyer with the highest quote only buys part of the quantity. In this case, multiple price quotes may be selected in descending order of price until the full quantity being sold has found a Buyer. To guarantee fair treatment of the Member in this scenario, Soldera will calculate a weighted average price for the combined sale and provide the Member with the resulting price.
   5. Preparatory activities in the Registry. Soldera has the right to transfer the Member's Energy Attribute Certificates to its own account in the Registry to provide Soldera with sufficient certainty to make the sales transactions and to facilitate Soldera's preparation of sales transactions. The Member does not have the right to reclaim these Energy Attribute Certificates back to the Member's account during the validity of the Agreement. The Member has the right to get back any unsold Energy Attribute Certificates held by the Member at the expiry of the Agreement.
   6. Extending a sale. If the Member's Energy Attribute Certificates become available to Soldera after the price formation process and no later than 14 days after the sale is concluded, Soldera may agree with the Buyer to increase their purchased amount with the same sales terms and include the Member's Energy Attribute Certificates in the sale on equal terms.
   7. Ad-hoc sales. Soldera may only make sales outside the usual process if the Member has provided such instructions within the Soldera Platform. Soldera must ensure that these Energy Attribute Certificates are sold at parity or above market terms. Soldera will maintain a list of such potential price sources within the Soldera Platform and must record evidence of such price sources when such sales are made.
6. FEE AND COST CALCULATION
   1. The Fees as specified in the Principal Conditions for the Provision of the Service (Annex 3) and Price List (Annex 4) apply to each transaction.
   2. The Member shall reimburse Soldera the costs related to a transaction as set out in the Principal Conditions for the Provision of the Service (Annex 3).
   3. Soldera is also entitled to claim a Fee for associated Energy Attribute Certificates if:
      1. a sales transaction with the Energy Attribute Certificates made by Soldera on behalf of the Member is not completed due to a circumstance attributable to the Member; or
      2. Soldera buys the Energy Attribute Certificates itself; or
      3. the Member finds a buyer for the Energy Attribute Certificates.
7. NOTIFICATION
   1. Within 5 days after making a sales transaction, Soldera informs the Member in writing of making the sales transaction. The notification must include at least the following information: the price received, and the quantity sold. In this context, the point in time at which the sales transaction takes place is deemed to be the point in time at which (i) the Energy Attribute Certificates have been transferred to the Buyer, and (ii) the sales price has been paid in full to Soldera.
8. SUBMISSION OF INVOICES
   1. Procedure for submission of invoices. Upon receipt of the notification, the Member has the right to invoice Soldera for the Energy Attribute Certificates sold via the Soldera Platform. Soldera is under no obligation to make any payment to the Member before the invoice is submitted.
   2. Contents of invoices. An invoice must include the sales price of the Energy Attribute Certificates, less the Fee and costs, and the quantity.
   3. Time of submission of invoices. The Member has the right to submit an invoice concerning a sales transaction during the validity of the Agreement. No other time limit applies to the submission of invoices. Until the invoice is submitted, Soldera will hold the funds awaiting payment in a bank account opened for this purpose.
9. PAYMENTS
   1. Payment. If the Member has submitted an invoice via the Soldera Platform, Soldera is obligated to transfer the corresponding amount to the Member's Payment Account within 7 days of the invoice submission.
   2. Default interest. The Member has the right to charge default interest of 0.05% of the overdue amount per day.