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CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is effective as of the date of the last signature below and is made BETWEEN
Quomundo AG (Company Registry Canton of Obwalden, Company No. CH-020.3.031.759-0)
whose registered office is situated at Kernserstrasse 17, 6060 Sarnen, Switzerland (the “Adviser”)
and Greencoat Capital LLP (Registration No: OC346088) whose registered office is situated at
Burdett House, 15-16 Buckingham Street, London, WC2N 6DU (“Greencoat Capital”).

(A) Greencoat Capital and the Adviser wish to enter into discussions in connection with
Greencoat Solar II, a UK solar PV renewable infrastructure vehicle, and/or managed
account(s) focused on a similar strategy to acquire UK solar PV projects (the “New
Fund”) of which Greencoat Capital will be the manager or adviser and in respect of
which the Adviser may be appointed as placement agent (the “Proposal”).

(B) Greencoat Capital will be disclosing Confidential Information (as defined below) to the
Advisor in furtherance of the Proposal. This Agreement sets out the undertakings by
the Advisor about the use of the Confidential Information in consideration of being
provided with such Confidential Information.

NOW IT IS HEREBY AGREED as follows:

1. For the purposes of this Agreement “Confidential Information” means:

(a) any information in whatever form (whether oral, written, pictorial or electronic
media) containing, without limitation, material of a technical, operational,
administrative, economic, planning, business, financial or legal nature and/ or
intellectual property of any kind which Greencoat Capital or its Representatives
may disclose to the Adviser or its Representatives during the term of this
Agreement (i) relating, directly or indirectly, to the Proposal, the New Fund,
Greencoat Capital or its Representatives or (ii) in respect of which Greencoat
Capital owes an obligation of confidentiality to a third party;

(b) any Copies of Confidential Information prepared by the Adviser or its


Representatives; and

(c) the existence, structuring and proposed terms of the Proposal and the discussions
between the parties and/ or their respective Representatives.

Confidential Information shall not include any information which:

(i) was already lawfully in the possession of the Adviser before the disclosure under
this Agreement was made as shown by the Adviser’s written records or other
reasonable evidence; or

(ii) is or comes in to the public domain through no act or default of, including breach
of this Agreement by, the Adviser or its Representatives before or after such
disclosure; or

(iii) is hereafter disclosed to the Adviser by a third party and such third party is not
known by the Adviser to be in breach of any obligation of confidentiality owed in
respect of the Confidential Information; or

(iv) both parties agree in writing (including by email) is not Confidential Information.

2. For the purposes of this Agreement:

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(a) “Representatives” means, in respect of either party, its own and its Group
Undertakings’ directors, officers, partners, employees, consultants and advisors.

(b) “Group Undertaking” shall mean a company’s subsidiary or holding company, as


those terms are defined in Section 1159 of the Companies Act 2006.

(c) “Copies of Confidential Information” includes, without limitation, any analyses,


memoranda, compilation studies, plans, notes, extracts or any other way of
representing or recording information which contains or is derived from or
otherwise reflect or are generated from Confidential Information.

3. Unless otherwise agreed in writing by Greencoat Capital, the Adviser undertakes:

(a) to use the Confidential Information solely in relation to the Proposal and not for any
other purpose;

(b) to treat the Confidential Information as private and confidential and not disclose it
to anyone except for disclosures permitted under this Agreement in accordance
with paragraph 4;

(c) only to make such Copies of Confidential Information as are strictly necessary for
the furtherance of the Proposal; and

(e) to ensure that those Representatives who receive the Confidential Information are
made aware of the terms of this Agreement and comply with the terms of this
Agreement as if they were a party to it. The Adviser agrees to be responsible for
any breach by its Representatives of the terms of this Agreement as if the Adviser
was the party that had breached them.

4. Greencoat Capital acknowledges and agrees that the Adviser may disclose Confidential
Information:

(a) to any of its Representatives who have a need to know the Confidential Information
for the purposes of the Proposal; or

(b) where required by law, the rules of any stock exchange or any court of competent
jurisdiction (or any competent judicial, governmental or regulatory body) to disclose
any Confidential Information received by it pursuant to this Agreement, and it shall,
to the extent lawful, as soon as reasonably practicable notify Greencoat Capital of
that requirement so that the parties can consult in respect of such disclosure. The
Adviser will only disclose Confidential Information which it is legally required so to
do and shall use reasonable endeavours to ensure that any such disclosed
Confidential Information will be accorded confidential treatment.

5. Greencoat Capital may instruct the Adviser by written notice (including by email), to destroy
and procure that its Representatives destroy, as soon as reasonably practicable, all
Confidential Information, including any Copies of Confidential Information and the Adviser
shall, if requested to do so by Greencoat Capital, confirm in writing (including by email),
subject to paragraph 6 (and provided that the Adviser does not have to delete Confidential
Information contained in an electronic file created pursuant to any routine back-up or
archiving procedure so long as such file is not generally accessible beyond the need for
disaster recovery or similar operations), that it has (and its Representatives have) complied
with this paragraph.

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6. The Adviser will be permitted to retain one copy of the Confidential Information:

(a) as required by any law or regulation; or

(b) in accordance with the Adviser’s bona fide internal compliance procedures,

provided that such retained Confidential Information continues to be held subject to the
terms of this Agreement and save as permitted by paragraph 4 (b), is not disclosed to any
person.

8. The obligations of confidentiality contained in this Agreement shall terminate two years
from the date of this Agreement.

9. The Adviser agrees that:

(a) damages alone may not be an adequate remedy for any breach (or threatened
breach) by it of the terms and conditions of this Agreement. Greencoat Capital
may in respect of any such breach (or threatened breach) be entitled to the
remedies of injunction, specific performance and other equitable relief or any
combination thereof;

(b) it has no proprietary rights in the Confidential Information; and

(c) it will notify Greencoat Capital if it becomes aware that the Confidential Information
has been communicated or disclosed to any person other than itself or one of its
Representatives and the Adviser agrees to promptly provide the information which
Greencoat Capital in its reasonable discretion requires in order to assess the
extent of such information or disclosure.

10. The provisions of this Agreement shall be severable in the event that any of the provisions
hereof are held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, and the remaining provisions shall remain enforceable to the fullest extent
permitted by law.

11. It is further understood and agreed that no failure or delay by either party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or the exercise of
any right, power or privilege hereunder.

12. Any assignment of this Agreement by either party without the other party’s prior written
consent shall be void.

13. The Agreement contains the entire agreement between the parties concerning
confidentiality of the Confidential Information, and no modification of this Agreement or
waiver of the terms and conditions hereof shall be binding upon the other party unless
approved in writing by both parties. Nothing in this Agreement shall purport to exclude
liability for fraud or fraudulent misrepresentation.

14. No person other than the parties to this Agreement shall have any rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

15. This Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by,
and construed in accordance with, the laws of England. Both parties irrevocably submit to

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the exclusive jurisdiction of the English courts to settle any dispute or claim arising out of
or in connection with this Agreement or its subject matter or formation (including non-
contractual disputes or claims).

16. This Agreement may be executed in any number of counterparts, each of which when
executed and delivered shall constitute an original of this Agreement, but all the
counterparts shall together constitute the same agreement.

………………………………………… …………………………………………….
Accepted and Agreed Accepted and Agreed
for and on behalf of Quomundo AG for and on behalf of
By Ralph Neunteufel, Director Greencoat Capital LLP

Date: 11th January, 2017 Date:……………………………………….

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