Venture Bonsai Invitation to Make a Subscription Commitment

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    [COMPANY OY] (the Company) [DATE]

    INVITATION TO MAKE SUBSCRIPTION COMMITMENT

    Introduction The Board of Directors of Company (the Board) has, based on the

    authorization given by the Shareholders Meeting of the Companyresolved to initiate preparations for directed share issue (theprocedure hereinafter the Share Issue). The Share Issue includesthe possibility to make subscription commitments for new shares ofthe Company (the New Shares) in book building procedure.

    The willingness to subscribe for New Shares is documented by wayof delivering a subscription commitment for New Shares (theSubscription Commitment) and by immediate payment of thesubscription amount (the Subscription Amount) by date indicatedin the Venture Bonsai Investment Round Page. The Board mayextend the period for submitting the subscription commitments and

    the payment period of the subscription price.

    The approval of Subscription Commitments and subscription of NewShares is conditional to the Investor adhering to the ShareholdersAgreement of the Company.

    The opportunity to make Subscription Commitments shall be madeavailable only to limited amount of investors registered to the VentureBonsai service and selected by the Company.

    The Board makes resolution on approval or rejection of SubscriptionCommitments entirely or partially and on execution of Share Issue(directed share issue) as described in the Venture Bonsai InvestmentRound Page. The Board may also at any time terminate the ShareIssue by notice thereof to the Investor. The minimum and maximumamount of New Shares to be issued in the Share Issue is describedin the Venture Bonsai Investment Round Page. The subscriptionprice of New Shares is registered entirely to the fund of unrestrictedinvested shareholders equity.

    Invitation The investor (the Investor) is invited to make SubscriptionCommitment for New Shares (this document the (Invitation).

    Subscription Price The subscription price of New Shares is described in the [InvestmentRound Page] (the Subscription Price). The Subscription Price isbased on the Boards estimate of the fair market value of theCompany.

    Minimum Subscription Minimum subscription of New Shares is described in the VentureBonsai Investment Round Page.

    Maximum Subscription Maximum subscription of New Shares is described in the VentureBonsai Investment Round Page.

    Delivery of Subscription Commitment

    Venture Bonsai Standard Shareholders Agreement. Copyright (C) 2011 Venture Bonsai. Provided strictly as is.

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    The willingness to make Subscription Commitment is made in theVenture Bonsai Investment Round Page, after which the Investor isrequired to sign and deliver the Subscription Commitmentelectronically according to instructions provided in the VentureBonsai Investment Round Page. The Subscription Commitment isdeemed to be made and received only after it has been duly signedand delivered as described above.

    Payment of the Subscription Amount

    The Subscription Amount (the number of New Shares indicated in theSubscription Commitment multiplied by the Subscription Price) shallbe paid to the escrow account (the Escrow Account) according toseparate Escrow Account payment instructions (the EscrowAccount Payment Instructions) made available to the Investor.

    The payment of the Subscription Amount to the Escrow Account mustbe made immediately after the signing and delivery of theSubscription Commitment. The Subscription Commitment is not

    deemed to have been received by the Company, until the transfer ofthe Subscription Amount to the Escrow Account has been completedas instructed in the Escrow Account Payment Instructions and thefunds are at the disposal of the Escrow Agent.

    The payment of the Subscription Amount must be made for the fullamount and any bank or transfer fees must be paid by the Investor orthe party making the payment of the Subscription Amount.

    The Escrow Account is administrated by person nominated for thispurpose by the Board (the Escrow Agent) under separateagreement between the Escrow Agent and the Company.

    Under the authorisation included in the Subscription Commitment, aan attorney may transfer the Subscription Amount paid by theInvestor to the Escrow Account and corresponding to amount of NewShares subscribed by the Investor as described above to the bankaccount of the Company. In case the this Subscription Offer for NewShares is rejected by the Board in entirety or partially, or if the ShareIssue is terminated, the attorney may transfer the SubscriptionAmount paid by the Investor to the Investors bank account asdesignated in the Subscription Commitment.

    By making the payment of Subscription Amount to the EscrowAccount the Investor and/or the party making payment of theSubscription Amount acknowledges and accepts that such paymentdoes not constitute any form of agreement or other relationshipbetween such party and the Escrow Agent.

    The Company shall primarily allocate the New Shares based on thetime of the Subscription Amounts are at the disposal of the EscrowAgent.

    Allocation and Termination; Subscription of New Shares

    Decisions relating to the allocation of New Shares will be made bythe Board. When determining allocation, the Board will seek toachieve a well balanced and stable shareholder base. Allocation willbe entirely at the Boards discretion.

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    The information and material required to make available according tolaws applicable to the Company is available at [Investment RoundPage] (such information the Disclosure Material). The Investormust carefully read the Disclosure Material and make suchnecessary inquiries as the Investor deems necessary to order tomake the Subscription Commitment. All Disclosure Material is

    provided by the Company solely. Venture Bonsai has not, and is notunder obligation to, provide any material regarding the Company orthe Share Issue or verify the Disclosure Material provided by theCompany.

    No Prospectus Prepared The execution of the Share Issue does not require the Company toprepare prospectus or similar offer document. No prospectus orsimilar offer document has been prepared by the Company or anyadvisor to the Company.

    Not Transferable This invitation to make Subscription Commitment is made to the

    Investor personally and may not be transferred to any third party.

    Notices Any notices by the Investor to the Company or the Board shall besent by using Venture Bonsai messaging system and addressed tothe Company contact person described in the at Venture BonsaiInvestment Round Page.

    Any notices by Investor to the Escrow Agent or the Attorney (asdescribed in the Subscription Commitment) shall be sent by e-mail tothe address indicated in the Venture Bonsai Investment Round Page.

    Any notices by the Company to the Investor may be sent [by usingVenture Bonsai messaging system] or by e-mail address attached toInvestors user profile in Venture Bonsai service, as decided by theBoard in its sole discretion.

    Governing Law The Share Issue and this Invitation shall be governed by andconstrued in accordance with the laws of Finland. Any dispute,controversy or claim arising out of or relating to this Agreement or thebreach, termination or invalidity thereof shall be finally settled byarbitration in accordance with the Arbitration Rules of the CentralChamber of Commerce of Finland. The arbitration shall be held in

    Helsinki, Finland and the arbitration proceedings shall be conductedin the English language, but evidence may be submitted also inFinnish and/or Swedish and witnesses heard in any of the saidlanguages.

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