MENTOR ENGAGEMENTS MASTER AGREEMENT

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Thomasina Patrick
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1 [THE MENTOR S NAME], reg. no. [NUMBER], (the Mentor ), [POSTAL ADDRESS], and Nordic Growth Market NGM AB, reg. no , ( NGM ), Mäster Samuelsgatan 42, STOCKHOLM, (jointly the Parties, and each individually the Party ) hereby enter into the following MENTOR ENGAGEMENTS MASTER AGREEMENT 1. Background NGM is an exchange which, among other things, operates a regulated market for shares (NGM Equity) and a trading facility (Nordic MTF). Companies whose shares are listed on Nordic MTF ( Companies, and each individually a Company ) are required, pursuant to the Rules for companies whose shares are listed on Nordic MTF (the Rules ), to appoint a mentor who shall assist the Company in a number of stock market-related issues as stated in section 3 below (the Engagement Description ). The Mentor is a [TYPE OF COMPANY] which is entitled and has the possibility to act as an adviser with the aim of promoting regulatory compliance by companies whose shares are traded on a trading platform. In addition, the Mentor possesses the expertise required to act as adviser to Companies. The Mentor is aware of and understands the Engagement Description and wishes to act as mentor in relation to one or more Companies, in accordance with the terms and conditions set forth in this master agreement regarding mentor engagements (the Master Agreement ). Italicised text below is intended to serve as guidance text to the relevant provision. 2. Agreements with the Companies 2.1 Pursuant to the Master Agreement, the Mentor is entitled to enter into agreements with any of the Companies regarding engagements as mentor ( Engagement Agreements ) only if, in the agreement, the Mentor undertakes to perform the engagement in accordance with the Engagement Description. For the avoidance of any misunderstanding, the engagement pursuant to the Engagement Agreement shall be performed on behalf of a relevant Company and the Mentor shall not be deemed to 1

2 perform engagements on behalf of NGM as a consequence of the Master Agreement. 2.2 The Mentor undertakes to submit to NGM a copy of each Engagement Agreement which the Mentor has entered into with a Company. Pursuant to section of the Rules, the Company is obliged to submit a copy of each Engagement Agreement to NGM as soon as possible following execution thereof. 2.3 In the event the Mentor enters into an agreement with a Company regarding services that are not covered by the Engagement Description, the Mentor shall clearly and unambiguously inform the Company that such services are not included in the mentor engagement pursuant to the Master Agreement. 2.4 The Mentor undertakes to notify NGM immediately when an Engagement Agreement is terminated, for whatever reason. 3. The Engagement Description 3.1 Each Engagement Agreement shall contain an engagement description as set forth below. 3.2 The Mentor shall assist the Company by regularly ensuring the quality of the Company s information policy. Pursuant to section of the Rules, in connection with its listing, the Company shall produce and adopt an information policy to ensure that the Company is able to provide the market with correct, relevant and clear information. Where required, the Mentor shall propose changes and improvements to the information policy. Such changes may, for example, be relevant if the Company has breached an applicable disclosure requirement and similar breaches in the future might be avoided through a change to the information policy. 3.3 Following the expiry of each calendar half year, the Mentor shall verify that the Company s website satisfies the requirements pursuant to the Rules. The Mentor shall endeavour to ensure that any shortcomings on the Company s website are promptly rectified by the Company Pursuant to section of the Rules, the Company must have its own website on which all disclosed information must be available for at least five years. The disclosed information must be made available on the website as soon as possible following disclosure. The website must also contain current articles of association, information regarding future general meetings, directors, managing director and auditor. 3.4 Where necessary, the Mentor shall assist the Company on issues concerning 2

3 compliance with applicable disclosure rules. The principal requirements regarding the Company s obligation to publicly disclose information to the public are set forth in the Rules. Where necessary, the Mentor shall assist the Company in deciding whether a press release is required and also whether the content of a press release is compatible with the requirements applicable to the Company. 3.5 The Mentor shall keep the Company regularly informed of significant changes to laws, regulations and public authority rules as a consequence of the Company s shares being traded on a trading platform. The obligation covers only changes to such laws, regulations and public authority rules as are of significance for the Company as a consequence of the Company s shares being traded on a trading platform. Examples of changes to laws and regulations which may be of importance for the Company include changes to the Securities Market Act (2007:528), the Market Abuse Regulation (596/2014) and the Swedish Financial Supervisory Authority s Regulations governing operations on trading venues (FFFS 2007:17). 3.6 Where necessary, the Mentor shall assist the Company in contacts with NGM. From time to time, contacts may take place between the Company and NGM. For example, NGM s market surveillance may have reason to ask questions related to the Company s disclosure of information. 3.7 The maximum termination period permitted in an Engagement Agreement is one (1) month. Each party shall be subject to the same termination period. 3.8 The Mentor may not apply fee structures for performance of the Engagement Agreement which can be expected to impede regular contacts between the Company and the Mentor. Thus, the Mentor may not apply fee structures whereby invoicing takes place based solely on time units or the equivalent. 4. Handling of inside information, etc. 4.1 The Mentor is aware and understands that the individuals at the Mentor who perform an Engagement Agreement may be recipients of inside information regarding the Company. The Mentor shall ensure that such individuals do not own or trade in any transferable securities issued by the Company. Such an individual may also not be a member of the Company s board of directors. The provision is aimed at maintaining public confidence in the securities market. 3

4 Although situations may arise in which an individual who has received inside information is not precluded by law, ordinance or regulation from trading in the Company s shares (e.g. after the inside information has been published by the Company), such individuals at the Mentor must nevertheless not trade in the Company s shares. An individual who owns shares in the Company may also not perform the Engagement Agreement on behalf of the Mentor. 4.2 Throughout the term of the Master Agreement, the Mentor shall apply and maintain adequate and effective internal systems and procedures with respect to the handling of inside information. The provision is aimed at counteracting insider dealing and the unlawful disclosure of inside information. The provision also means that the Mentor is required to ensure that inside information regarding the Company is never available to any person other than the person or persons who perform the Engagement Agreement on behalf of the Mentor. Such individual must never be involved in any decision whatsoever connected to the Mentor buying or selling shares in the Company (e.g. in its capacity as liquidity provider). 5. Information between the Parties 5.1 The Mentor undertakes that, prior to the end of March each year, it shall compile a report to the Company containing a description of the main measures taken by the Mentor on behalf of the Company during the preceding calendar year. The report shall be submitted to the Company and NGM s market surveillance as soon as possible following completion. Such a report need only cover such duties as are covered by the Engagement Description. 5.2 Upon demand, the Mentor shall provide NGM with the information that NGM may require for the performance of its duties pursuant to the Rules or the statutes applicable to NGM from time to time. 5.3 Notwithstanding any other provisions of the Master Agreement, the Mentor shall not be obliged to provide any information to NGM or any third party as a consequence of this Master Agreement where doing so would violate any law, regulation, applicable industry practice (e.g. generally accepted auditing standards) or where special cause otherwise exists for the Mentor to oppose such disclosure. 6. Contact persons 6.1 For each executed Engagement Agreement, the Mentor shall appoint a contact person at the Mentor with primary responsibility for performance of the engagement in accordance with the Engagement Description. 4

5 6.2 In connection with the entry into an Engagement Agreement, the Mentor shall notify NGM regarding the name, postal address, telephone number and address of the contact person appointed pursuant to section 6.1 above. 7. Mentor fees 7.1 An annual mentor fee in accordance with the price list in force from time to time shall be charged in respect of the right and possibility to act as mentor pursuant to the provisions of the Master Agreement. 7.2 Changes to the mentor fee shall be binding on the Mentor not earlier than thirty (30) days after NGM has sent notice to the Mentor containing information regarding the changes. 8. Consent to use and publication of the Mentor s trade mark 8.1 The Mentor consents to NGM being entitled, during the term of the Master Agreement, to use and publish the Mentor s name and trade mark on NGM s website in connection with information regarding mentorship pursuant to this Master Agreement. All other use of the Mentor s trade mark shall require the Mentor s consent in each individual case. NGM maintains on its website a list of mentors approved from time to time. The Mentor s name and trade mark will appear in the aforementioned list. 9. Term and termination of the Agreement 9.1 This Master Agreement shall enter into force upon execution and apply indefinitely, terminable on one (1) month s notice by either Party. 9.2 However, in the event NGM or the Mentor is in any respect in material breach of this Master Agreement, ordinances or regulations on the finance market area or generally accepted practice on the securities market, the other Party shall be entitled to terminate the Agreement with immediate effect. 9.3 The Mentor shall be entitled to terminate the Master Agreement with immediate effect in the event the Mentor has compelling reasons for doing so. Compelling reasons may comprise the Mentor running the risk in the event the Master Agreement is not terminated of violating the Securities Market Act (2007:528), the Market Abuse Regulation (596/2014), or industry practice applicable to the Mentor. 9.4 NGM shall be entitled to terminate the Master Agreement with immediate effect where 5

6 (i) (ii) (iii) a Company with which the Mentor has entered into an Engagement Agreement is in material breach of the Rules and such breach is imputable to advice provided by the Mentor to the Company; in NGM s opinion, the Mentor, through its provision of advice, risks damaging public confidence in the securities market; or in NGM s opinion, the Mentor no longer possesses the expertise required for performance of the duties set forth in the Engagement Description. 9.5 Notice of termination of the Master Agreement must be given in writing. 9.6 In the event the Master Agreement is terminated, the Mentor shall immediately terminate all Engagement Agreements. 10. Liability 10.1 Pursuant to the Rules, Companies are liable for any violations of laws, other statutes, regulations, NGM s rules or generally accepted practice on the securities market. Nothing in the Master Agreement shall be deemed to relieve Companies of any such aforementioned liability Neither of the Parties shall be liable for loss due to amended legislation, ordinances and regulations, measures taken by public authorities, acts of war, strikes, blockades, boycotts, lockouts or other similar circumstances. The reservation in respect of strikes, blockades, boycotts and lockouts shall apply notwithstanding that either of the Parties is the subject of, or takes, such industrial action Loss incurred in other cases shall not be compensated by the other Party provided such Party has exercised normal care. Under no circumstances shall either of the Parties be liable for indirect loss. 11. Notices, etc Notice of termination or other notices must be given in writing by courier, registered mail or to the addresses of the Parties as stated in the introduction or as subsequently changed A notice shall be deemed received by the recipient (i) when delivered by courier, upon delivery; (ii) where sent by registered mail, three days after posting and (iii) where sent by , when receipt of the message by the other Party can be confirmed Changes of address shall be notified to the other Party in the manner prescribed above. 6

7 12. Choice of law and jurisdiction Disputes arising as a consequence of the Master Agreement shall be conclusively determined through arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The Rules for Expedited Arbitrations shall apply unless, in light of the complexity of the case, the value of the subject matter of the dispute and other circumstances, the SSC determines that the Arbitration Rules shall be applied. In the latter case, the SSC shall also determine whether the arbitral tribunal shall comprise one or three arbitrators. The place of arbitration shall be Stockholm. The dispute shall be governed by Swedish law. This Master Agreement has been prepared in two copies, of which the Parties have each received one. [ ], 2017 Stockholm, 2017 [THE MENTOR] NORDIC GROWTH MARKET NGM AB Name: Roger Peleback, CEO 7

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