Term sheet

This term sheet (the "Term Sheet") outlines the terms and conditions of the issue of up to NOK [165] million of convertible bonds by [ISSUER NAME] ("[ISSUER]") to be guaranteed by [GUARANTOR 1]("[GUARANTOR 1 SHORT]"), [GUARANTOR 2] ("[GUARANTOR 2 SHORT]") and [●] (together with [GUARANTOR 1 SHORT] and [GUARANTOR 2 SHORT], the "Guarantors") for an amount of NOK [130] million as detailed in the appendix to this Term Sheet.

Confidentiality

The Guarantors and [ISSUER] shall keep this Term Sheet, and any discussions arising from it, strictly confidential and except as required by law or applicable regulatory rules, shall not make or issue any public announcement or disclosure in respect of it before or upon signature of definitive and final transaction documentation implementing the convertible bond without express prior written approval from the other party. Notwithstanding this confidentiality obligation, [ISSUER] shall be allowed to disclose the appendix of this Term Sheet to (i) [TRUSTEE NAME], (ii) potential investors in connection with marketing of the convertible bonds to investors and (iii) provide adequate information in the Q3 report scheduled to be released on 12 November.

Effect of this Term Sheet

This Term Sheet, being subject to contract, is an expression of intention only and, except for the provisions relating to Confidentiality is not to be construed as a binding agreement. Neither party intends that the preliminary understanding contained in the Term Sheet represents the final agreement. The preliminary understandings contained in this Term Sheet are subject to, and conditional upon, the negotiation and execution of the definitive and final transaction documentation.

Governing Law and dispute resolution

The governing law of this Term Sheet shall be the laws of Norway. Any dispute arising out of or in connection with this Term Sheet, including any question regarding this Term Sheet’s existence, validity or termination, shall be referred to and finally resolved pursuant to the Norwegian Arbitration Act. The place of arbitration shall be Oslo and the language of arbitration shall be English.

The dispute resolution clause and governing law clause in the transaction agreements shall be subject to Norwegian law and Oslo District court as legal venue.

This Term Sheet has been entered into on the date of the last signature stated below.

Signed on ___/11/2014 )

for and on behalf of )

[GUARANTOR 1 NAME] ) ....................................... .......................................

) Director Director