Moonwalk_MTO

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Definitions

Moonwalk Angel
Early-stage passive investor in a Moonwalk program through an investment company. Voluntary contribution of time, connections and competence.

Moonwalk Program/Company The single-purpose investment company that you acquire shares in as a Moonwalk Angel. Program companies' only purpose is to own shares in the Moonwalk program portfolio, and to fund the operating activities in the companies in the portfolio.

Moonwalk Program The holding company that owns the portfolio of companies in the Moonwalk program.

Moonwalk International AS Moonwalk's service company that performs the service of coordinating the request for shares in Moonwalk programs and companies.

Moonwalk Program Companies
Startup companies in the Moonwalk Tomorrow portfolio in a prioritized deployment rank.

Terms

1) Moonwalk Angels must register as a Moonwalk Angel investor at the Moonwalk Launchpad page for the Moonwalk program/company they wish to invest in.

2) The company Moonwalk International AS will perform the service of coordinating the request for shares. This company will not be responsible for the signing of the final documents, nor the transfer of funds or shares. Investors - along with their legal representatives - and the Moonwalk company is wholly responsible for the final share transactions.

3) All approved Moonwalk Angels will hold a convertible note to become owners in the company they invest in.

4) The incorporation of the company will follow the regulations of The Private Limited Liability Companies Act ("Aksjeloven”) of Norway.

5) You will earn 1 share for each NOK you pay for the shares.

6) There is no limit of shares nor shareholders.

7) The Moonwalk Company will direct a private placement of new shares for the announced ownership share at the time of the share issue.

8) All commitments are made in Norwegian Kroner (NOK). Actual payment requests will be made in Norwegian Kroner (NOK) on the date of private placement.

9) The actual amount of shares issued will be calculated based on the transferred amount deposited to the bank account of the Moonwalk Company, less any transaction- and/or exchange fees.

10) A small amount (approximately NOK 50.000) will be withheld in the Moonwalk Company to both pay for and fulfill any regulatory obligations (accounting, auditing etc.).

11) The rest of the capital from the private pøacement will be the share premium fund, meaning the the actual share price will be decided by the amount of investments in the Moonwalk Company.

12) Moonwalk retains one A-share with veto rights in all Moonwalk Companies to protect the value of everyone's investment and avoid hostile takeovers. All but one share are thus B-shares with full voting rights.

13) At time of funding round close, a company representative will send all registered Moonwalk Angel investors the specific procedures for becoming an owner, and the request for payment for the registered investment amount. All registration documents will then be made available to the Moonwalk Angel investor.

14) If a registered Moonwalk Angel investor wants to increase the commitment of funds, he/she can do so by making another registration on the Launchpad page for the Moonwalk.

15) Moonwalk Program portfilios will ship companies in the prioritized rank as shown on the Launchpad page for the Moonwalk, along with information regarding funding requirement for each startup. The more funding, the more startup will be deployed. If total funds exceeds the requirement for all startups, Moonwalk will allocate funds to maximize the portfolio value.

16) Shares in Moonwalk Programs/Portfilios and Companies are transferable by board approval, but might be subject to tag-along and/or drag-along rights.