Ace Digital AS

General Information: Ace Digital AS, a private limited liability company incorporated under the laws of Norway (reg. 924 665 297, LEI code 98450042CE074BB6T235) (the “Company” or the "Issuer"), intends to offer up to 86,000,000 new ordinary shares in the Company, each with a nominal value of NOK 0.001 (the “Offer Shares”) through a private placement with gross proceeds of between NOK 30 million and NOK 60 million (the “Private Placement”).
 
THE PRIVATE PLACEMENT IS DIRECTED ONLY TOWARDS INVESTORS SUBJECT TO APPLICABLE EXCEMPTIONS FROM RELEVANT PROSPECTUS, FILING AND REGISTRATION REQUIREMENTS AS FURTHER DESCRIBED IN EXHIBIT I HERETO.
 
Offer price: The subscription price per Offer Share NOK 0.70 (the “Offer Price”) and the final number of Offer Shares to be issued will be determined by the Company’s board of directors on the basis of a book building process.
 
The Settlement Agent: The Company has appointed Norne Securities AS as settlement agent (the “Settlement Agent”) in the Private Placement.
 
Use of Proceeds: The Company intends to use the net proceeds from the Offer Shares to implement the Company's business strategy related to acquisition of Bitcoin, connected services and productes, and general corporate purposes.
 
Documentation: The principal terms and conditions of the Private Placement are set out in the term sheet (the “Term Sheet”), which is circulated together with this application form with its exhibits (the “Application Form”). This Application Form and the company presentation (the “Investor Presentation”), both dated 8 April 2025, shall together constitute the “Investor Documentation”. The applicant (the “Applicant”) hereby acknowledges to have received and accepted the terms set out in the Investor Documentation and that the application and subscription is subject to the terms set out therein.
 
Limitation of liability: The Settlement Agent disclaim any liability, to the fullest extent permitted, for the accuracy or completeness of the information in the Investor Documentation. Further, the Settlement Agent disclaim any liability for all other information (whether written or oral) concerning the Company or the Offer Shares, irrespective of whether such information was received through the Settlement Agent, the Company or otherwise, all to the extent legally permissible. Notwithstanding the above, if the Applicant has received information from the Company or the Settlement Agent for the purposes of conducting its own due diligence investigations, the Applicant accepts that all information set out in the Investor Documentation is provided on a strictly non-reliance basis. By signing this Application Form or by making an application for the Offer Shares on the basis of this Application Form, the Applicant warrants that it understands and accepts that it is applying for the Offer Shares and participating in the Private Placement on these terms and conditions and that the Applicant has not been induced to enter into this Application Form by any representation, warranty or undertaking by any of the aforementioned.
 
Conditionality of the Private Placement: The completion of the Private Placement by delivery of Offer Shares to Applicants is subject to (i) all necessary corporate resolutions of the Company required to implement the Private Placement being validly made, including the Company's General Meeting resolving the issue of the Offer Shares, and (ii) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the Norwegian Register of Business Enterprises ("NRBE") and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository Euronext Securities Oslo (“VPS”). Items (i) to (ii) in the foregoing are referred to as the "Conditions".
The Private Placement may be cancelled by the Company in its sole discretion for any reason. Neither the Settlement Agent nor the Company will be liable for any losses if the Private Placement is cancelled, irrespective of the reason for such cancellation.
 
Minimum subscription and allocation: The minimum subscription and allocation amount in the Private Placement will be a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate Offer Shares for an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to Regulation (EU) 2017/1129 on prospectuses for securities (the “EU Prospectus Regulation”) as well as the UK Prospectus Regulation (as defined in the below), are available, including to its employees or related individuals such as friends and/or family members.
 
Subscription procedure: Subscriptions will take place from and including 8 April 2025 at 16:00 hours CEST to and including 16 April at 16.00 hours CEST (the “Subscription Period”). The Company together with the Settlement Agent reserve the right, at their own discretion, to close or extend the Subscription Period at any time and for any reasons and on short or without notice. If the Subscription Period is shortened or extended, the other dates referred to herein may be amended accordingly.
Subscription of Offer Shares for subscribers who are residents of Norway with a Norwegian national identity number, and Norwegian private/public limited companies (AS/ASA), may be made electronically through the Settlement Agents online subscription system through VPS available on www.norne.no prior to the end of the Application Period (16 April 2025 at 16:00 CEST). The electronic subscription system includes mandatory anti-money laundering procedures and signature by BankID which must be completed in order to subscribe for and be allocated shares. Please have your BankID ready when subscribing for shares.
For other investors, including international investors, correctly completed Application Forms must be received by the Settlement Agent at the e-mail or address set out below no later than at 16:00 (CEST) on 16 April 2025:
Norne Securities AS, e-mail: emisjoner@norne.no. Norne Securities AS, Haakon VIIs gate 6, 0161 Oslo, Norway.
The Subscriber is responsible for the correctness of the information filled into the Application Form. Application Forms received after the end of the Subscription Period and/or incomplete or incorrect Application Forms and any subscription that may be unlawful may be disregarded at the sole discretion of the Company and the Settlement Agent without notice to the subscriber. The Subscriber bears the risk of any delays, unavailable digital systems and channels and any other technical problems. Any application received by a Settlement Agent becomes binding at the end of the Application Period and may not be withdrawn or amended after such time.
By executing this Application Form, or by subscribing for Offer Shares in accordance with the subscription procedure set out above, the Applicant irrevocably confirms the Applicant’s request to subscribe for the number of Offer Shares at the amount(s) specified by such Applicant on the terms included in the Investor Documentation, and authorizes and instructs the Settlement Agent or the Chairperson of the Company's board of directors, or their appointed representative(s), each acting alone, to subscribe for the number of Offer Shares allocated to the Applicant in the Private Placement (the “Allocated Shares”) on behalf of the Applicant.
 
Allocation of Offer Shares: Notification of allocation and payment instruction (the “Notification”) will be sent to the Applicant by the Settlement Agent on or about 17 April 2025, subject to any shortening or extensions of the Subscription Period. The allocation of Offer Shares will be made at the discretion of the Company’s board of directors in consultation with the Settlement Agent. The board of directors will focus on criteria such as (but not limited to) pre-commitments, current ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon and other criteria. The Company may, at its sole discretion, set a maximum allocation to any Applicant as well as reject or reduce any application in whole or in part. Allocation of Offer Shares totalling a lower amount than applied for does not affect the Applicant’s obligation to subscribe and pay for the Offer Shares allotted.
 
Payment: The payment for the Offer Shares allocated to a subscriber falls due on 23 April 2025 (the "Payment Date"), subject to any shortening or extensions of the Subscription Period, and any further settlement details will be stated in the Notification. The Applicant shall pay the subscription amount (being the number of Allocated Shares multiplied with the Offer Price) in accordance with the procedures set out herein and in the Notification. The Settlement Agent assumes no responsibility for the delivery and payment obligations of the Company and Applicant respectively. The Allocated Shares will be delivered to the Applicant’s VPS account as soon as practicable after full payment has been received and the Conditions have been met. To the extent the subscription amount for the Allocated Shares is payable or paid by the Applicant to an interim account of the Settlement Agent, the Applicant irrevocably authorizes and instructs the Settlement Agent or its appointed representative, to release such amount to the Company upon the satisfaction of the Conditions.
 
VPS account: Any allocation of Offer Shares is conditional upon the Applicant holding a VPS account. The VPS account number must be stated in the Application Form. VPS accounts can be established with authorised account operators, being e.g. Norwegian banks, securities brokers in Norway and Norwegian branches of credit institutions established within the EEA (as defined below). Establishment of a VPS account requires verification of identity to the VPS registrar in accordance with the Anti-Money Laundering Legislation. However, non-Norwegian investors may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorised by the Financial Supervisory Authority of Norway (No. Finanstilsynet).
Please note that Applicants must themselves notify changes in registered information on the VPS account directly to the Applicant’s account manager, and that the Applicant is responsible for any consequences if correct information is not registered on the VPS account. Notices produced by the VPS (including inter alia notices of allocation) will be sent to the address registered on the VPS account.
 
Confidentiality: The offer to subscribe for Offer Shares in the Private Placement is personal and cannot be forwarded or made known to any third party. The Applicant hereby undertakes to keep the contents of this Application Form and any information made available pursuant to it confidential, including but not limited to the fact that any agreement has been entered into until the completion of the Private Placement has been resolved and publicly announced by the Company, with the exemption for disclosure to applicable authorities as required by law. The Applicant hereby authorises the Settlement Agent to produce this Application Form or a copy hereof to any party in any administrative or legal proceedings or official inquiry with respect to matters covered hereby in connection with the Private Placement, to the extent required by law.
 
Confirmations: The Applicant, by applying for Offer Shares and thereby accepting the terms of this Application Form (including its Exhibits) confirms its request to purchase and pay for the allocated and subscribed number of Offer Shares and further confirms that:
(i) It acknowledges and accepts that neither the Company nor the Settlement Agent has performed any form of verification procedures relating to the information contained in the Investor Documentation or in connection with the Private Placement, and no limited or other due diligence has been carried out in connection with the Private Placement.
(ii) It has made its own assessment of the Company, the Offer Shares and the terms of the Private Placement based only on the Investor Documentation and such information as is publicly available, including the Company’s financial statements, and, to the extent deemed necessary by the Applicant having consulted with its own independent advisors, the Applicant has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relating to its investment in the Offer Shares.
(iii) It has either:
a. received, reviewed and understood the Investor Documentation including the important information, disclaimers and risk factors described therein as well as other legal matters as described in the Investor Presentation; or
b. received the Investor Documentation, but decided, at its own risk, that such review would not be required.
(iv) It has had access to such financial and other information concerning the Company and the Offer Shares as the Applicant has deemed necessary in connection with the application for and subscription of the Offer Shares and has made such investigation with respect thereto as it deems necessary.
(v) Other than as set out in the Investor Documentation (for which the Company alone is responsible), it has not relied on representations, warranties, opinions, projections, financial or other information or analysis, if any, supplied to it by any representative of the Company or the Settlement Agent or any of their respective affiliates.
(vi) It has sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits and risks of an investment decision in the Company by applying for and purchasing Offer Shares, and the Applicant is able to bear the economic risk, and to withstand a complete loss of an investment in the Offer Shares.
(vii) Investment in the Offer Shares is made solely at the Applicant’s own risk.
(viii) No prospectus or other document providing a similar level of disclosure has been prepared in connection with the Private Placement, and that the Investor Documentation is not intended to be exhaustive or provide similar level of disclosure compared to any such document. The Applicant is expressly aware and accepts that the level of information available to it is therefore more limited than what would otherwise be the case, and that the Company could be subject to undisclosed and/or unknown risks and uncertainties
(ix) It acknowledges and accepts that the Settlement Agent has entered into agreement with the Company pursuant to which it will receive a fee for providing services in connection with the Private Placement.
(x) The Applicant is not subscribing for or purchasing Offer Shares, neither on the Applicant’s own account nor for the account of others, in contradiction to the selling and transfer restrictions described in this Application Form, including its Exhibits.
(xi) It accepts that the Settlement Agent disclaim any liability, to the fullest extent permitted, for the accuracy or completeness of the information in the Investor Documentation, and that &nbsp;the Settlement Agent disclaim any liability for all other information (whether written or oral) concerning the Company, the Offer Shares or the Private Placement, irrespective of whether such information was received through the Settlement Agent, the Company or otherwise, all to the extent legally permissible.
(xii) All commitments, acceptances, confirmations, representations, warranties and undertakings given by the Applicant pursuant to this Application Form are given for the benefit of the Company and the Settlement Agent and may be enforced against the Applicant by each of the Company and the Settlement Agent.
(xiii) It (either on the Applicant’s own account or for the account of others) is able to lawfully participate in the Private Placement and subscribe for the Offer Shares.
 
Overdue Payment: Overdue payments will be charged with interest at the applicable rate from time to time under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100, currently 12.5% per annum. If a subscriber fails to comply with the terms of payment, the Offer Shares will, subject to the restrictions in the Companies Act and at the discretion of the Company, not be delivered to the subscriber. The Company reserves the right (but have no obligation) to let one or several shareholders and/or investors ("Advance Payment Guarantors") advance the payment on behalf of subscribers who have not paid for the Offer Shares allocated to the within the Payment Date. The non-paying subscribers will remain fully liable for the subscription amount payable for the Offer Shares allocated to them, irrespective of such payment by the Advance Payment Guarantors. However, the Advance Payment Guarantors, on behalf of the Company, reserve the right, at the risk and cost of the subscriber to, at any time, cancel the subscription and to re-allot or otherwise dispose of allocated Offer Shares for which payment is overdue, or, if payment has not been received by the third day after the Payment Date, without further notice sell, assume ownership to or otherwise dispose of the allocated Offer Shares on such terms and in such manner as the Advance Payment Guarantors may decide in accordance with Norwegian law. The subscriber will remain liable for payment of the subscription amount, together with any interest, costs, charges and expenses accrued and the Advance Payment Guarantors, on behalf of the Company, may enforce payment for any such amount outstanding in accordance with Norwegian law.

General Information: Ace Digital AS, a private limited liability company incorporated under the laws of Norway (reg. 924 665 297, LEI code 98450042CE074BB6T235) (the “Company” or the "Issuer"), intends to offer up to 86,000,000 new ordinary shares in the Company, each with a nominal value of NOK 0.001 (the “Offer Shares”) through a private placement with gross proceeds of between NOK 30 million and NOK 60 million (the “Private Placement”).

THE PRIVATE PLACEMENT IS DIRECTED ONLY TOWARDS INVESTORS SUBJECT TO APPLICABLE EXCEMPTIONS FROM RELEVANT PROSPECTUS, FILING AND REGISTRATION REQUIREMENTS AS FURTHER DESCRIBED IN EXHIBIT I HERETO.

Offer price: The subscription price per Offer Share NOK 0.70 (the “Offer Price”) and the final number of Offer Shares to be issued will be determined by the Company’s board of directors on the basis of a book building process.

The Settlement Agent: The Company has appointed Norne Securities AS as settlement agent (the “Settlement Agent”) in the Private Placement.

Use of Proceeds: The Company intends to use the net proceeds from the Offer Shares to implement the Company's business strategy related to acquisition of Bitcoin, connected services and productes, and general corporate purposes.

Documentation: The principal terms and conditions of the Private Placement are set out in the term sheet (the “Term Sheet”), which is circulated together with this application form with its exhibits (the “Application Form”). This Application Form and the company presentation (the “Investor Presentation”), both dated 8 April 2025, shall together constitute the “Investor Documentation”. The applicant (the “Applicant”) hereby acknowledges to have received and accepted the terms set out in the Investor Documentation and that the application and subscription is subject to the terms set out therein.

Limitation of liability: The Settlement Agent disclaim any liability, to the fullest extent permitted, for the accuracy or completeness of the information in the Investor Documentation. Further, the Settlement Agent disclaim any liability for all other information (whether written or oral) concerning the Company or the Offer Shares, irrespective of whether such information was received through the Settlement Agent, the Company or otherwise, all to the extent legally permissible. Notwithstanding the above, if the Applicant has received information from the Company or the Settlement Agent for the purposes of conducting its own due diligence investigations, the Applicant accepts that all information set out in the Investor Documentation is provided on a strictly non-reliance basis. By signing this Application Form or by making an application for the Offer Shares on the basis of this Application Form, the Applicant warrants that it understands and accepts that it is applying for the Offer Shares and participating in the Private Placement on these terms and conditions and that the Applicant has not been induced to enter into this Application Form by any representation, warranty or undertaking by any of the aforementioned.

Conditionality of the Private Placement: The completion of the Private Placement by delivery of Offer Shares to Applicants is subject to (i) all necessary corporate resolutions of the Company required to implement the Private Placement being validly made, including the Company's General Meeting resolving the issue of the Offer Shares, and (ii) the share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the Norwegian Register of Business Enterprises ("NRBE") and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository Euronext Securities Oslo (“VPS”). Items (i) to (ii) in the foregoing are referred to as the "Conditions".

The Private Placement may be cancelled by the Company in its sole discretion for any reason. Neither the Settlement Agent nor the Company will be liable for any losses if the Private Placement is cancelled, irrespective of the reason for such cancellation.

Minimum subscription and allocation: The minimum subscription and allocation amount in the Private Placement will be a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate Offer Shares for an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to Regulation (EU) 2017/1129 on prospectuses for securities (the “EU Prospectus Regulation”) as well as the UK Prospectus Regulation (as defined in the below), are available, including to its employees or related individuals such as friends and/or family members.

Subscription procedure: Subscriptions will take place from and including 8 April 2025 at 16:00 hours CEST to and including 16 April at 16.00 hours CEST (the “Subscription Period”). The Company together with the Settlement Agent reserve the right, at their own discretion, to close or extend the Subscription Period at any time and for any reasons and on short or without notice. If the Subscription Period is shortened or extended, the other dates referred to herein may be amended accordingly.

Subscription of Offer Shares for subscribers who are residents of Norway with a Norwegian national identity number, and Norwegian private/public limited companies (AS/ASA), may be made electronically through the Settlement Agents online subscription system through VPS available on www.norne.no prior to the end of the Application Period (16 April 2025 at 16:00 CEST). The electronic subscription system includes mandatory anti-money laundering procedures and signature by BankID which must be completed in order to subscribe for and be allocated shares. Please have your BankID ready when subscribing for shares.

For other investors, including international investors, correctly completed Application Forms must be received by the Settlement Agent at the e-mail or address set out below no later than at 16:00 (CEST) on 16 April 2025:

Norne Securities AS, e-mail: emisjoner@norne.no. Norne Securities AS, Haakon VIIs gate 6, 0161 Oslo, Norway.

The Subscriber is responsible for the correctness of the information filled into the Application Form. Application Forms received after the end of the Subscription Period and/or incomplete or incorrect Application Forms and any subscription that may be unlawful may be disregarded at the sole discretion of the Company and the Settlement Agent without notice to the subscriber. The Subscriber bears the risk of any delays, unavailable digital systems and channels and any other technical problems. Any application received by a Settlement Agent becomes binding at the end of the Application Period and may not be withdrawn or amended after such time.

By executing this Application Form, or by subscribing for Offer Shares in accordance with the subscription procedure set out above, the Applicant irrevocably confirms the Applicant’s request to subscribe for the number of Offer Shares at the amount(s) specified by such Applicant on the terms included in the Investor Documentation, and authorizes and instructs the Settlement Agent or the Chairperson of the Company's board of directors, or their appointed representative(s), each acting alone, to subscribe for the number of Offer Shares allocated to the Applicant in the Private Placement (the “Allocated Shares”) on behalf of the Applicant.

Allocation of Offer Shares: Notification of allocation and payment instruction (the “Notification”) will be sent to the Applicant by the Settlement Agent on or about 17 April 2025, subject to any shortening or extensions of the Subscription Period. The allocation of Offer Shares will be made at the discretion of the Company’s board of directors in consultation with the Settlement Agent. The board of directors will focus on criteria such as (but not limited to) pre-commitments, current ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon and other criteria. The Company may, at its sole discretion, set a maximum allocation to any Applicant as well as reject or reduce any application in whole or in part. Allocation of Offer Shares totalling a lower amount than applied for does not affect the Applicant’s obligation to subscribe and pay for the Offer Shares allotted.

Payment: The payment for the Offer Shares allocated to a subscriber falls due on 23 April 2025 (the "Payment Date"), subject to any shortening or extensions of the Subscription Period, and any further settlement details will be stated in the Notification. The Applicant shall pay the subscription amount (being the number of Allocated Shares multiplied with the Offer Price) in accordance with the procedures set out herein and in the Notification. The Settlement Agent assumes no responsibility for the delivery and payment obligations of the Company and Applicant respectively. The Allocated Shares will be delivered to the Applicant’s VPS account as soon as practicable after full payment has been received and the Conditions have been met. To the extent the subscription amount for the Allocated Shares is payable or paid by the Applicant to an interim account of the Settlement Agent, the Applicant irrevocably authorizes and instructs the Settlement Agent or its appointed representative, to release such amount to the Company upon the satisfaction of the Conditions.

VPS account: Any allocation of Offer Shares is conditional upon the Applicant holding a VPS account. The VPS account number must be stated in the Application Form. VPS accounts can be established with authorised account operators, being e.g. Norwegian banks, securities brokers in Norway and Norwegian branches of credit institutions established within the EEA (as defined below). Establishment of a VPS account requires verification of identity to the VPS registrar in accordance with the Anti-Money Laundering Legislation. However, non-Norwegian investors may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorised by the Financial Supervisory Authority of Norway (No. Finanstilsynet).

Please note that Applicants must themselves notify changes in registered information on the VPS account directly to the Applicant’s account manager, and that the Applicant is responsible for any consequences if correct information is not registered on the VPS account. Notices produced by the VPS (including inter alia notices of allocation) will be sent to the address registered on the VPS account.

Confidentiality: The offer to subscribe for Offer Shares in the Private Placement is personal and cannot be forwarded or made known to any third party. The Applicant hereby undertakes to keep the contents of this Application Form and any information made available pursuant to it confidential, including but not limited to the fact that any agreement has been entered into until the completion of the Private Placement has been resolved and publicly announced by the Company, with the exemption for disclosure to applicable authorities as required by law. The Applicant hereby authorises the Settlement Agent to produce this Application Form or a copy hereof to any party in any administrative or legal proceedings or official inquiry with respect to matters covered hereby in connection with the Private Placement, to the extent required by law.

Confirmations: The Applicant, by applying for Offer Shares and thereby accepting the terms of this Application Form (including its Exhibits) confirms its request to purchase and pay for the allocated and subscribed number of Offer Shares and further confirms that:

(i) It acknowledges and accepts that neither the Company nor the Settlement Agent has performed any form of verification procedures relating to the information contained in the Investor Documentation or in connection with the Private Placement, and no limited or other due diligence has been carried out in connection with the Private Placement.

(ii) It has made its own assessment of the Company, the Offer Shares and the terms of the Private Placement based only on the Investor Documentation and such information as is publicly available, including the Company’s financial statements, and, to the extent deemed necessary by the Applicant having consulted with its own independent advisors, the Applicant has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relating to its investment in the Offer Shares.

a. received, reviewed and understood the Investor Documentation including the important information, disclaimers and risk factors described therein as well as other legal matters as described in the Investor Presentation; or

b. received the Investor Documentation, but decided, at its own risk, that such review would not be required.

(iv) It has had access to such financial and other information concerning the Company and the Offer Shares as the Applicant has deemed necessary in connection with the application for and subscription of the Offer Shares and has made such investigation with respect thereto as it deems necessary.

(v) Other than as set out in the Investor Documentation (for which the Company alone is responsible), it has not relied on representations, warranties, opinions, projections, financial or other information or analysis, if any, supplied to it by any representative of the Company or the Settlement Agent or any of their respective affiliates.

(vi) It has sufficient knowledge, sophistication and experience in financial and business matters to be capable of evaluating the merits and risks of an investment decision in the Company by applying for and purchasing Offer Shares, and the Applicant is able to bear the economic risk, and to withstand a complete loss of an investment in the Offer Shares.

(vii) Investment in the Offer Shares is made solely at the Applicant’s own risk.

(viii) No prospectus or other document providing a similar level of disclosure has been prepared in connection with the Private Placement, and that the Investor Documentation is not intended to be exhaustive or provide similar level of disclosure compared to any such document. The Applicant is expressly aware and accepts that the level of information available to it is therefore more limited than what would otherwise be the case, and that the Company could be subject to undisclosed and/or unknown risks and uncertainties

(ix) It acknowledges and accepts that the Settlement Agent has entered into agreement with the Company pursuant to which it will receive a fee for providing services in connection with the Private Placement.

(x) The Applicant is not subscribing for or purchasing Offer Shares, neither on the Applicant’s own account nor for the account of others, in contradiction to the selling and transfer restrictions described in this Application Form, including its Exhibits.

(xi) It accepts that the Settlement Agent disclaim any liability, to the fullest extent permitted, for the accuracy or completeness of the information in the Investor Documentation, and that  the Settlement Agent disclaim any liability for all other information (whether written or oral) concerning the Company, the Offer Shares or the Private Placement, irrespective of whether such information was received through the Settlement Agent, the Company or otherwise, all to the extent legally permissible.

(xii) All commitments, acceptances, confirmations, representations, warranties and undertakings given by the Applicant pursuant to this Application Form are given for the benefit of the Company and the Settlement Agent and may be enforced against the Applicant by each of the Company and the Settlement Agent.

(xiii) It (either on the Applicant’s own account or for the account of others) is able to lawfully participate in the Private Placement and subscribe for the Offer Shares.

Overdue Payment: Overdue payments will be charged with interest at the applicable rate from time to time under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100, currently 12.5% per annum. If a subscriber fails to comply with the terms of payment, the Offer Shares will, subject to the restrictions in the Companies Act and at the discretion of the Company, not be delivered to the subscriber. The Company reserves the right (but have no obligation) to let one or several shareholders and/or investors ("Advance Payment Guarantors") advance the payment on behalf of subscribers who have not paid for the Offer Shares allocated to the within the Payment Date. The non-paying subscribers will remain fully liable for the subscription amount payable for the Offer Shares allocated to them, irrespective of such payment by the Advance Payment Guarantors. However, the Advance Payment Guarantors, on behalf of the Company, reserve the right, at the risk and cost of the subscriber to, at any time, cancel the subscription and to re-allot or otherwise dispose of allocated Offer Shares for which payment is overdue, or, if payment has not been received by the third day after the Payment Date, without further notice sell, assume ownership to or otherwise dispose of the allocated Offer Shares on such terms and in such manner as the Advance Payment Guarantors may decide in accordance with Norwegian law. The subscriber will remain liable for payment of the subscription amount, together with any interest, costs, charges and expenses accrued and the Advance Payment Guarantors, on behalf of the Company, may enforce payment for any such amount outstanding in accordance with Norwegian law.

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