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 Tomorrow Invest3 AS (MTOI3) The single-purpose investment company that you acquire shares in as a Moonwalk Angel. This company's only purpose is to own shares in the Moonwalk Tomorrow program, and to fund the operating activities in the companies in the portfolio.

Moonwalk Tomorrow AS The holding company that owns the portfolio of startup companies in Moonwalk Tomorrow.

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

Moonwalk Tomorrow 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 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 company Moonwalk Tomorrow Invest3 AS are wholly responsible for the final share transactions.

3) All approved Moonwalk Angels will be the founders of the company Moonwalk Tomorrow Invest3 AS (MTOI3).

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

5) You will earn 100 shares for each NOK you pay for the shares in MTOI3.

6) There is no limit of shares nor shareholders in MTOI3.

7) The company MTOI3 will participate in a directed share issue for 150.000 shares in Moonwalk Tomorrow AS, representing 14,29% ownership 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 constitution of MTOI3.

9) The actual amount of shares issued will be calculated based on the transferred amount deposited to the bank account of MTO32, less any transaction- and/or exchange fees.

10) A small amount (approximately NOK 50.000) will be withheld in MTOI3 to both pay for and fulfill any regulatory obligations (accounting, auditing etc.).

11) The rest of the capital in MTOI3 will be the share premium fund, meaning the the actual share price will be decided by the amount of investments in MTOI3.

12) All but one share, will only have the right of dividend, until semester 4 of the Moonwalk Tomorrow program is due: B-shares.

13) The one share (A-share), owned by Moonwalk Tomorrow AS, will have the only vote in the company's General Assembly. The owner of this share also decides the board of the company.

14) At time of funding round close, a company (MTOI3) representative will send all registered Moonwalk Angel investors the specific procedures for becoming a founder of MTOI3, and the request for payment for the registered investment amount. All registration documents will then be made available to the Moonwalk Angel investor.

15) 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.

16) After semester 4 of the Moonwalk Tomorrow program, all shares in the company will also have voting rights in the General assembly of Moonwalk Tomorrow AS.

17) Deployment of startups is done 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 Tomorrow AS will allocate funds to maximize the portfolio value.

18) Shares in MTOI3 are transferable by board approval, but might be subject to tag-along and/or drag-along rights.