# GCCP–SEGAT Introducer Agreement — Commercial Terms **Document status:** [AI-DRAFT v1 — for DM review before issue] **Date of draft:** 21 April 2026 **Drafted by:** Aaron Sherlock (Claude Code session) **For review by:** Dave Murray, Partner, GCCP **Counterparty:** Yannick Cabrol, Founding Partner, SEGAT Impact --- Date: **[●]** April 2026 **Grand Canal Capital Partners** 10 Duke Street, Dublin 2, D02 AD78, Ireland ("**GCCP**") **SEGAT Impact SAS** 31 rue Étienne Marey, 75020 Paris, France ("**SEGAT**") (each a "**Party**", together the "**Parties**") --- Dear Yannick, Following our recent discussions regarding potential collaboration on French institutional debt origination, this letter sets out the commercial terms on which we propose to operate. It is intended to be a short, workable framework; we can upgrade it to a longer-form co-operation agreement if and when deal volume justifies. ## 1. Purpose & Scope GCCP arranges senior institutional debt and similar long-term capital solutions for corporate and infrastructure borrowers, working with a range of third-party capital providers. SEGAT has established relationships with French corporate, municipal, and infrastructure counterparties. This agreement governs the commercial relationship between GCCP and SEGAT in respect of introductions SEGAT makes to GCCP. It does not create any relationship, obligation, or affiliation between either Party and any capital provider. ## 2. Qualifying Introduction A "**Qualifying Introduction**" arises where SEGAT provides to GCCP in writing (email is sufficient): (a) the name of a target borrower, (b) the specific contact(s) at the target that SEGAT is opening, and (c) a description of the relationship access SEGAT is providing. GCCP will acknowledge each Qualifying Introduction in writing within five (5) business days. The thirteen (13) targets listed in **Schedule 1** to this letter are deemed to be Qualifying Introductions on the date this letter is countersigned, without the need for further written submission. ## 3. Fee Entitlement Where a Qualifying Introduction results in GCCP receiving an arrangement fee, placement fee, agency fee, or similar capital-raising fee from a capital provider in connection with a transaction for the introduced target, GCCP will pay SEGAT an amount equal to **fifty percent (50%)** of such fee, calculated on a gross basis before deduction of any GCCP internal costs and after deduction of any withholding taxes required by applicable law. Payment will be made within ten (10) business days of GCCP's receipt of each fee instalment, by wire transfer in Euro (or in the currency of receipt) to an account nominated by SEGAT in writing. ## 4. Tail Period Fees are payable under clause 3 only where the transaction closes within **twenty-four (24) months** of the date of the relevant Qualifying Introduction. If closing occurs after the tail period, no fee is payable to SEGAT in respect of that introduction. ## 5. Non-Circumvention For twenty-four (24) months following disclosure, neither Party will approach the other Party's disclosed counterparties — being (i) the capital providers disclosed by GCCP to SEGAT, and (ii) the targets introduced by SEGAT to GCCP — directly or through third parties, to arrange a transaction of substantially the same nature, without the other Party's prior written consent. ## 6. Confidentiality Each Party will hold in confidence and use solely for the purpose of this agreement: (a) target lists, pipelines, and relationship intelligence provided by the other Party, (b) research notes and similar materials produced by the other Party, and (c) the terms of this agreement. The obligation survives for three (3) years following termination. Customary carve-outs apply (information in the public domain, independently developed, compelled by law, etc.). ## 7. Non-Exclusivity This agreement is non-exclusive. GCCP may source French borrowers without SEGAT, and SEGAT may introduce targets to other arrangers or advisors, in each case subject to clause 5. ## 8. Carve-Outs The following are outside the scope of this agreement and require separate commercial discussion: (a) transactions in which SEGAT, any SEGAT affiliate, or any investment vehicle sponsored by SEGAT is the sponsor, borrower, or beneficiary of the capital being arranged (including, by way of illustration, the EPR2 investment vehicle currently under development by SEGAT); (b) introductions where SEGAT provides no material relationship access enabling the engagement. ## 9. Term & Termination This agreement commences on the date both Parties sign it and continues for an initial term of twelve (12) months. Thereafter it renews automatically for successive twelve-month periods unless either Party gives the other at least thirty (30) days' written notice of termination. The fee entitlement in clause 3 and the tail period in clause 4 survive termination in respect of Qualifying Introductions made before termination takes effect. ## 10. Governing Law & Jurisdiction This agreement is governed by the laws of Ireland. The Parties submit to the exclusive jurisdiction of the Irish courts. ## 11. Miscellaneous This letter sets out the entire agreement between the Parties in relation to its subject matter. Amendments must be in writing and signed by both Parties. Nothing in this agreement creates a partnership, joint venture, or agency between the Parties. Each Party bears its own costs in respect of this agreement. --- If the above accurately reflects our understanding, please countersign and return by reply. Kind regards, \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ **Dave Murray** Partner, Grand Canal Capital Partners Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ **Accepted and agreed:** \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ **Yannick Cabrol** Founding Partner, SEGAT Impact Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ --- ## Schedule 1 — Deemed Qualifying Introductions (as at 21 April 2026) 1. Praemia Healthcare 2. CDC Habitat 3. Sonnedix France 4. Akuo Energy 5. Elsan 6. 3F / Action Logement 7. Argan SA 8. In'li 9. TDF Group 10. Carrefour SA 11. Boralex France 12. Paris Habitat 13. XpFibre --- ## Internal notes for DM review (strip before sending) - **Form chosen:** Short-form introducer letter (Option 1 from brainstorm). Intentionally light — upgradeable to a fuller co-operation agreement later. - **Key commercial call:** 50/50 with no pre-existing-relationships carve-out. Carrefour (in our PerpX data) gets 50/50 because SEGAT holds the Yohan Demasse relationship. - **Protective clauses:** Carve-out §8(a) reserves GCCP's right to renegotiate economics on SEGAT-sponsored vehicles (EPR2, EMETAM-style). This is the single most important protection in the draft. - **Dependency flag:** Alpha Real fee-to-GCCP letter is still NOT AGREED (`docs/alpha-real-profile.md §8`). 50% of an unknown number is unknown. Chase Alpha Real in parallel. - **Post-signature actions:** 1. Update `pipeline/live-deals-private.md` — remove "Segat fee NOT agreed" risk row 2. Update memory `feedback_brain_hands_routing.md` / SEGAT entries — Rule 13 block lifted 3. Update `CLAUDE.md` immediate-outreach list — SEGAT now unblocked for all 13 names 4. Start a dedicated SEGAT relationship file in `06_relationship/` — Yannick profile, contact log, deal tracker - **Not covered (deliberate omissions):** co-branding, joint marketing, dispute resolution beyond Irish courts, contribution weighting, volume commitments, exclusivity zones. All belong in a future Option 2 upgrade.