AGREEMENT
BETWEEN
Nasdaq CSD Iceland Ltd.
AND
REGARDING
ELECTRONIC REGISTRATION OF SHARES IN Nasdaq CSD IcelandSYSTEM.
Parties to the Agreement
Nasdaq CSD Iceland Ltd., ID no. 500797-3209, in this agreement also referred to as VS, and ______, hereinafter also referred to as the company enter into the following
ISSUE AGREEMENT:
General Provisions
Article 1
By entering into this issue agreement the company gains rights to issue its shares in the VS system, provided it complies with the provisions of acts and regulations, and rules based thereon.
VS keeps track of transfers of shares in the company and provides the company with information thereof in accordance with provisions in this agreement.
Article 2
The contracting parties are committed to abide by this agreement, acts, regulations, and VS rules, including appendices that are in effect at each time.
VS´ Obligations
Article 3
VS guarantees that the VS system is open all weekdays, cf. however, article 4, item 2, sub-item b of Act no. 32/1997, and section VII of Act no. 131/1997 on the electronic registration of title to securities.
Article 4
VS guarantees that registration of title to electronic shares in the company complies with the entries made by account operators in the VS system.
Article 5
VS guarantees that information about transfer of shares in the company complies with the entries made by account operators in the VS system.
VS is prohibited from providing information about shareholders to parties other than the company, provided that law or court rulings do not require otherwise.
Article 6
VS provides the company with notifications of transfers of shares in machine-readable form as often as required by the company.
VS sends the company a list of the shareholder’s ownership at predetermined intervals for reconciliation of the company’s share ledger. Responsibility for the share ledger is subject to section IV of Act no. 2/1995 on limited companies.
Article 7
The company can request a direct connection to the VS system for the share ledger, provided that rules that apply for access to the VS system, are abided to.
Article 8
VS shall, on request from the company, take measures in accordance with section 7 of the VS rules, provided that the request fulfills conditions in law, regulations, and VS rules.
The Company’s Obligations
Article 9
The company guarantees that all decisions regarding the issue of shares and other related measures are taken in accordance with current legislation and the company’s resolutions.
The company guarantees that all information it provides to VS in the issue prospectus, listing prospectus, or by any other means, is correct.
Article 10
The company is responsible for and committed to recalling tangible shares in accordance with provisions of Act no. 131/1997, section VII of Regulation no. 397/2000 on electronic registration of title to securities in a securities center (hereafter referred to as Regulation no. 397/2000), and VS rules.
The board of the company shall send a notification to all share holders listed in the share ledger of the recall of shares in the company in accordance with provisions of VS rules.
Should the company fail to meet the requirements in this article, VS reserves the right to delay the respective issue until all requirements have been met, and a new date of issue has been set. The company shall bear all expenses which may incur from the delay.
Non-Compliance by the Company
Article 11
Should the company fail to comply with this agreement in any or all respects, or if it no longer fulfills requirements in acts or regulations which it is subject to, the board of VS shall receive an immediate notification along with an account of the reasons for non-compliance.
Liability for Damages
Article 12
VS is liable for any damages which can be traced to its actions in relation with notifications of registrations, changes or cancellations of title to accounts in the VS system even though criminal activities are not involved.This liability does, however, not encompass losses from lost business opportunities or losses from uncontrollable external events (force majeure), cf. article 28 of Act no. 131/1997.
Article 13
The liability of account operators is subject to section VII of Act no. 131/1997.
Article 14
If the company has received access to the VS system in accordance with article 7 of this agreement, it shall be responsible for damages which can be traced to the company.
The company is responsible for any damages which can be traced to non-compliance with article 9 of this agreement.
Other liabilities of the company are subject to general rules.
Changes to VS Rules
Article 15
The board of VS is authorized to make changes and additions to the rules of VS and appendices to them, which are binding for the company as of their entry into effect.
Should the board of VS decide to make changes according to paragraph 1, which will affect the company, then VS shall send the company a notification thereof for consideration. The company shall return written comments to the board of VS no later than seven working days from receipt of the notification. If VS does not receive comments from the company within that time limit it will regard this as acceptance to the changes by the company. The board of VS will decide on the proposal and comments to it within four weeks from the expiration of the deadline for returning comments on the proposal. The board of VS is, however, authorized to depart from the aforementioned time limit and make changes in accordance with paragraph 1 without consulting the company if it finds it necessary, on condition that those amendments will not affect the contents of this agreement.
Confidentiality of Information
Article 16
The contracting parties are responsible for keeping confidential information that is passed between them from falling into the hands of outside parties. They shall take every precaution in the handling and storing of information when issuing electronic securities, or when announcing transfers of title to shares in the company.
Termination
Article 17
The contracting parties can terminate this agreement with a notice of six months. The termination may be put into force earlier if the contracting parties are in agreement on the issue.
The withdrawal of the company’s electronic securities from the VS system is subject to provisions in Regulation no. 397/2000.
Article 18
Regulation no. 397/2000 shall apply in the event of bankruptcy, realization, mergers, or other such events that might lead to the end of registration of the shares.
Fees
Article 19
The company shall have studied the VS price rate in appendix 1 to this agreement, and will pay fees according to it at any time. VS may change the price rate with six months notice.
Under special circumstances, VS can demand payment from the company in return for work required by it, which is not specified in the published price rate.
VS may collect penalty interest according to section III of Act no. 38/2001 on interest, with subsequent amendments, from the due date to the date of payment should the company fail to pay fees in accordance with paragraph 1 on the due date.
Conflicts
Article 20
Should conflicts arise in connection with this agreement, they shall be subject to provisions in section VI of Act no.131/1997, as applicable. Otherwise, conflicts can be referred to the District Court of Reykjavík, cf. Act no. 91/1991, the Civil Code
Registration Date
Article 21
Nasdaq CSD Iceland Ltd. and the company have agreed that shares in the company will be listed electronically on ______/______in the year ______.
This agreement is signed on two equally valid copies.
Reykjavík, ______/______/______
On behalf of Nasdaq CSD Iceland Ltd., On behalf of ______
______
ID no. ID no.
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