AGREEMENT

BETWEEN

Nasdaq CSD Iceland HF.

AND

[…….]

REGARDING

ISSUING OF DEMATERIALISEDBOND CERTIFICATES via

Nasdaq CSD Iceland hf. (NCSDI)

Parties to the Agreement

Nasdaq CSD Iceland hf., ID no. 500797-3209, in this agreement also referred to as NCSDI, […..] ., ID nr[…..]. , hereinafter also referred to as the Issuer enter into the following

AGREEMENT:

General Provisions

Article 1

By entering into this agreement the Issuer gains rights to issue its bonds class with the symbol […..] and the ISIN […..] in the NCSDI system, cf. the terms stated in the enclosed issue description dated […..], provided it complies with the provisions of acts, regulations and rules based thereon. The total nominal value of the bonds issued is […..] ISK, with the face value of[…..] ISK. The category in question is bullet bond with fixed rate. The date of issue is […..]which is also the first day of interests. The first interest payment date is […..]and then quarterly until the maturity date on […..]. According to other matters it is referred to the issue description.
NCSDI saves and keeps track of changes of ownership of the electronic bonds.
The contracting parties are committed to abide by this agreement, acts, regulations, and NCSDI rules, including appendices that are in effect at each time.

NCSDI’s obligations

Article 2

NCSDI guarantees that its system is open all weekdays, cf. however, article 4, item 2, sub-item b of Act no. 32/1997, on public holidays, and section VII of Act no. 131/1997, on electronic registration of title to securities.

Article 3

NCSDI guarantees that information about transfer of electronic bonds of the Issuer complies with the entries made by account operators in the NCSDI system.

Article 4

NCSDI shall, on request from the Issuer or its account operator, take measures in accordance with section 3.4 of the NCSDIrules, provided that the request fulfils conditions in acts, regulations, and NCSDIrules.

Confidentiality of Information

Article 5

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 the electronic bonds.

The Issuer’s obligations

Article 6

The Issuer guarantees that all decisions regarding the issue of electronic bonds and other related measures are taken in accordance with current legislation and the Issuer´s resolutions.

The Issuer guarantees that all information it provides to NCSDI in the issue description, listing prospectus, or by any other means, is correct.

Non-Compliance by the Issuer

Article 7

Should the Issuer fail to comply with this agreement in any or all respects, or if the Issuer no longer fulfills requirements in acts, regulations or NCSDI rules which it is subject to, the board of NCSDI shall receive an immediate notification thereon along with an account of the reasons for non-compliance.

Liability for Damages

Article 8

NCSDI is liable for payment of damages for any losses which can be traced to its activities in connection with notifications of registration or changes or cancellations of rights in an account at the depository, even when there is no question of criminal conduct. However, liability shall not extend to losses arising from lost business opportunities nor to losses which are due to circumstances beyond its control (force majeure).

Article 9

The liability of account operators is subject to section VII of Act no. 131/1997.

Article 10

The liability of the Issuer is subject to general rules.

Changes to NCSDI´ Rules

Article 11

The board of NCSDI is authorized to make changes and additions to the rules of NCSDI and appendices to them, which are binding for the Issuer as of their entry into effect.

Should the board of NCSDI decide to make changes according to paragraph 1, which will affect the Issuer, then NCSDI shall send the Issuer a notification thereof for consideration. The Issuer shall return written comments to the board of NCSDI no later than seven working days from receipt of the notification. If NCSDI does not receive comments from the Issuer within that time limit it will regard this as acceptance to the changes by the Issuer. The board of NCSDI will decide on proposals of changes and comments within four weeks from the expiration of the deadline for returning comments on the proposal. The board of NCSDI is, however, authorized to depart from the aforementioned time limit and make changes in accordance with paragraph 1 without consulting the Issuer if it finds it necessary, on condition that those amendments will not affect the contents of this agreement.

Termination

Article 12

The contracting parties can terminate this agreement with a six months’ notice. The termination may be put into force earlier if the contracting parties agree on the matter.

The withdrawal of the Issuer’s electronic bonds from the NCSDI system is subject to provisions in Regulation no. 397/2000.

Article 13

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 electronic bonds.

Fees

Article 14

The Issuer shall have studied the NCSDI price rate and will pay fees according to it at any time.

Under special circumstances, NCSDI can demand payment from the Issuer in return for work required by the Issuer, which is not specified in the published price rate.

NCSDI may collect penalty interest according to section III of Act no. 38/2001, on interest and indexation, with subsequent amendments, from the due date to the date of payment should the Issuer fail to pay fees in accordance with paragraph 1 or 2 on the due date.

Conflicts

Article 15

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.

This agreement is signed on two equally valid copies.

Reykjavík, ______/______
On behalf of
Nasdaq CSD Iceland hf.
______
(signature) / ______, ______/______
On behalf of […..]
______
(Authorized signature in capital letters)

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