(1)

Beam Global, a Nevada (USA) corporation, duly formed and existing under the laws of the State of Nevada, USA, with its principal office at 5660 Eastgate Dr. San Diego, CA 92121, Business identification Number E0096752007-4 (“Buyer”); and

(2)

each of the persons identified in Schedule (2) (each a “Seller” and collectively the “Sellers”).

(A)

ScoutDI AS, a Norwegian private limited liability company with organization number 920 197 744, registered office at Sluppenvegen 25, N-7037 Trondheim, Norway (the “Company”), develops and supplies drones and specialized solutions for planning, analysis and reporting to service providers in the field of industrial inspection within the oil and gas and maritime sectors (the “Business”).

(B)

Beam Global (NASDAQ: BEEM) is a US-listed clean technology innovator headquartered in San Diego, California, that designs and manufactures off-grid, renewably energized infrastructure for electric vehicle (EV) charging, energy storage, and energy security.

(C)

The Company has implemented an employee share incentive scheme consisting in part of options and in part of leveraged physical shares (the "Kruse Smith Shares"). The Company intends to amend its employee incentive schemes to allow the participants to benefit from any Earn-Out Consideration (as defined below) that becomes payable and to discharge the participants of any remaining debt in connection with their acquisition of the Kruse Smith Shares after Closing, in addition to certain associated tax costs, such amendments to be implemented prior to Closing.

(D)

The Sellers own all of the issued and outstanding shares in the Company, free and clear of Encumbrances, except as set out herein.

(E)

Subject to the terms of this Agreement, the Sellers have agreed to sell, and Buyer has agreed to purchase, 100% of the Shares.

1

DEFINITIONS

Accounting Principles

means applicable accounting laws and generally accepted accounting principles in Norway, consistently applied by the Company in the preparation of the Accounts, in each case as supplemented, modified or overridden by the specific principles, methodologies and examples set out in Schedule 3.3. In the event of any inconsistency, Schedule 3.3 shall prevail.

2

THE TRANSACTION

3

CONSIDERATION FOR THE SHARES

3.1

Base Purchase Price

(a)

USD 24,000,000; and

(b)

Buyer’s Pre-Transaction Market Capitalization,

3.2

Payment of the Base Purchase Price

(a)

Subject to Clauses 3.2(b) and 3.2(c), 10% of the Base Purchase Price shall be paid in Buyer Common Stock on a pro-rata basis to the Sellers and the remaining 90% of the Base Purchase Price (the “Cash Portion of the Base Purchase Price”) shall be paid in cash in USD to the account specified by the Sellers’ Representative, however such that an amount equal to the Escrow Amount shall be paid into the Escrow Account of the Escrow Agent. The number of shares of Buyer Common Stock comprising the Stock Consideration allocated to each Seller shall equal the applicable USD amount of Stock Consideration payable to that Seller divided by the Signing VWAP, rounded down to the nearest whole share. Buyer shall pay cash in lieu of any fractional share, calculated using the Signing VWAP.

(b)

Subject in all cases to the Nasdaq Share Cap and Clause 3.2(c), each Seller may elect to receive additional Buyer Common Stock in lieu of part of the cash otherwise payable to that Seller at Closing, provided that each Seller's election is collected by the Sellers’ Representative and delivered to Buyer as an irrevocable notice no later than five (5) Business Days before Closing. If a Seller does not deliver a valid and timely election notice, that Seller shall be deemed to have elected to receive only the mandatory Stock Consideration under Clause 3.2(a). The aggregate Stock Consideration shall be subject to the Nasdaq Share Cap and, if the aggregate Stock Consideration exceeds the Nasdaq Share Cap, Buyer shall scale back the additional stock elections pro rata based on the USD value of additional Buyer Common Stock elected by each electing Seller, and any amount so scaled back shall automatically be paid in cash. The number of additional shares shall equal the relevant USD amount divided by the Signing VWAP and rounded down to the nearest whole share. Buyer shall pay cash in lieu of any fractional share, calculated using the Signing VWAP. No Seller has any right to receive Stock Consideration except in accordance with this Clause.

(c)

Notwithstanding anything to the contrary in this Agreement, Buyer will not issue any Buyer Common Stock to the extent such issuance would exceed the Nasdaq Share Cap or otherwise require shareholder approval under applicable Nasdaq rules. Any consideration that would otherwise be payable in Buyer Common Stock in excess of the Nasdaq Share Cap shall automatically be payable in cash in USD at the time such consideration would otherwise have been payable. Buyer shall have no obligation to seek shareholder approval in order to issue Buyer Common Stock in excess of the Nasdaq Share Cap, and no payment or issuance shall be deferred solely because the Nasdaq Share Cap has been reached.

3.3

Adjustment of the Base Purchase Price

3.4

Procedure for the adjustment of the Base Purchase Price

(a)

Within 60 Business Days after Closing, Buyer shall prepare and deliver to the Sellers’ Representative the Closing Balance Sheet, together with a calculation of Cash, Debt, Net Debt, Working Capital, Transaction Expenses and the Adjustment Amount, and reasonable supporting documentation for each such item. The Closing Balance Sheet shall be prepared in accordance with the Accounting Principles, which shall prevail over any inconsistent accounting practice.

(b)

The Sellers’ Representative may object to the Closing Balance Sheet by written notice within 30 Business Days after receipt of the Closing Balance Sheet and the supporting materials referred to in Clause 3.4(a), specifying each disputed item, the amount claimed and the basis of the objection. During such review period, Buyer shall provide the Sellers’ Representative and its advisers with reasonable access to the books, records, schedules, work papers and personnel reasonably necessary to verify the Closing Balance Sheet and the calculation of the Adjustment Amount, subject to confidentiality, privilege, data-protection, legal and third-party contractual restrictions. Items not specifically disputed are final and binding. Buyer and the Sellers’ Representative shall attempt in good faith to resolve disputed items within 15 Business Days.

(c)

Unresolved disputed items shall be referred to an independent accounting firm of international standing with no prior material relationship to any Party agreed upon by the Parties, or, in the absence of such agreement, by an independent auditor nominated by the CEO of the Norwegian Institute of Public Accountants (Nw.: Den norske Revisorforening) upon the request of either the Buyer or the Sellers’ Representative (the “Independent Accountant”). The Independent Accountant shall act as an expert and not as an arbitrator, determine only the disputed items, and decide each disputed item within the range of values asserted by Buyer and the Sellers’ Representative. Its determination is final and binding absent manifest error. Fees shall be borne in proportion to the extent to which each Party’s position is not accepted.

(d)

Within five Business Days after the Purchase Price becomes final:

(i)

if the final Purchase Price exceeds the Estimated Purchase Price at Closing, Buyer shall pay the difference to the Sellers’ Representative for distribution to the Sellers, in cash; and

(ii)

if the final Purchase Price is less than the Estimated Purchase Price at Closing, Buyer may first recover the difference from the Escrow Amount and may recover any excess from the Sellers severally, and not jointly, by wire transfer or set-off against any Earn-Out Consideration or other amount payable to the relevant Seller.

3.5

Escrow arrangement

(a)

The Buyer shall pay the Escrow Amount to the Escrow Account held by the Escrow Agent (as defined therein).

(b)

Prior to Closing, the Sellers, the Buyer and the Escrow Agent shall enter into an escrow agreement in form and content substantially as set out in Schedule 3.5(b) (the “Escrow Agreement”).

(c)

The operation of the Escrow Account shall be governed by the Escrow Agreement, however so that Clauses 3.5(d) and (e) of this Agreement shall apply between the Parties.

(d)

The Buyer and the Sellers shall jointly instruct the Escrow Agent to make permitted payments from the Escrow Account in accordance with this Clause 3.5.

(e)

The balance on the Escrow Account shall beneficially belong to the Sellers. Any amount released from the Escrow Account to the Buyer shall belong to the Buyer from the time it is released. Each Party shall ensure that all rights to the Escrow Account and the balance therein remain free from any Encumbrance.

4

EARN-OUT CONSIDERATION

4.1

General

4.2

2026 Earn-Out

(a)

The target 2026 earn-out is USD 2,400,000.

(b)

No 2026 earn-out is payable if Revenue for the financial year ending 31 December 2026 is below USD 3,500,000.

(c)

If 2026 Revenue is at least USD 3,500,000, 10% of the target 2026 earn-out is earned. For Revenue between USD 3,500,000 and USD 3,800,000, the earn-out increases on a straight-line basis from 10% to 100% of the target. Above USD 3,800,000, the amount increases by USD 2.00 for each USD 1.00 of Revenue above USD 3,800,000, capped at USD 4,500,000 of revenue.

4.3

2027 Earn-Out

4.4

Calculation and procedure

(a)

Within ten (10) days after the earlier of a) the actual date the Company or the Buyer (as the case may be) files Annual Reports on Form 10-K for the relevant financial year with the SEC, and b) 30 April in the year following the relevant financial year, Buyer shall deliver to the Sellers’ Representative an earn-out statement setting out Revenue, the resulting Earn-Out Consideration, the allocation among the Sellers, any applicable cap and the supporting calculation in reasonable detail, together with supporting information reasonably necessary to verify the calculation. The Sellers’ Representative may object within 30 days after receipt, and the objection and Independent Accountant process in Clauses 3.4(b) – (c) applies, mutatis mutandis.

(b)

Subject to final determination, Buyer shall pay any earned Earn-Out Consideration within fifteen (15) Business Days after the deadline in Clause 4.4(a) or, if the earn-out statement is disputed, within five (5) Business Days after final determination of the disputed items. Each Seller may elect to receive its entitlement in cash or Buyer Common Stock, subject to the Nasdaq Share Cap and applicable securities laws. If Buyer Common Stock cannot lawfully be issued or would exceed the Nasdaq Share Cap, the alternatives set forth in Clause 3.2(c) shall apply, mutatis mutandis.

(c)

Buyer and its affiliates shall have sole discretion with respect to the operation, integration, financing, management, staffing, products, customers, pricing, accounting and disposition of the historic ScoutDI business and shall have no obligation to operate that business in any particular manner, maintain separate operations, retain any employee, customer, product, asset or contract, or maximise any Earn-Out Consideration. Notwithstanding the foregoing, if Buyer, the Company or any of their respective affiliates takes or omits to take any action (however understood that omissions cannot include any actions that would require any investments by Buyer) after Closing that results in the Earn-Out Consideration being lower than it would have been had such action or omission not occurred, including by diverting customers, contracts, employees, suppliers, leads, business opportunities or revenue from the Company or the relevant earn-out perimeter, entering into agreements other than on arm's-length terms or making changes to the accounting practices (unless otherwise required by law) or assumptions applied by the Company, the Sellers shall be entitled to the Earn-Out Consideration that would have been payable had such action or omission not occurred. This Clause shall solely govern the calculation of the Earn-Out Consideration and does not limit Buyer’s or its affiliates’ operational flexibility or require Buyer, the Company or any affiliate to take any action or operate the historic ScoutDI business in any particular manner.

(d)

Buyer shall maintain records reasonably sufficient to calculate Revenue and Earn-Out Consideration and shall give the Sellers’ Representative access to relevant books, invoices, customer records, revenue reports, supporting schedules and other documentation that is reasonably necessary to verify any earn-out statement, subject to confidentiality, privilege, data-protection, legal and third-party contractual restrictions.

4.5

Set-off

5

PRE-CLOSING COVENANTS

5.1

Ordinary course

5.2

Conduct of business

(a)

issue, redeem, repurchase, transfer or agree to issue any equity interests or equity rights in the Company;

(b)

declare, pay or make any dividend, distribution or other transfer of value;

(c)

incur, guarantee or repay any material Debt, grant any material Encumbrance or enter into any material financing arrangement, except for an Interim Financing expressly permitted under this Clause 5.2;

(d)

make any material capital expenditure, acquisition, disposal, licence, material commitment or contract;

(e)

hire, dismiss or materially alter the compensation, benefits or terms of employment of any employee or contractor, except for non-material ordinary-course changes;

(f)

enter into, amend or terminate any material contract, waive any material rights or settle any material claim;

(g)

transfer, license, encumber, abandon or fail to protect any material Intellectual Property;

(h)

enter into any related-party transaction;

(i)

solicit, initiate, encourage, facilitate, discuss, negotiate, provide information in respect of or enter into any agreement or arrangement concerning any proposal or offer relating to a sale of shares, merger, business combination, sale of material assets or similar transaction involving the Company (an “Acquisition Proposal”), and procure that all discussions concerning any Acquisition Proposal cease, and promptly notify Buyer of, and provide Buyer with the material terms of, any Acquisition Proposal received;

(j)

take any action that would cause a Warranty to be untrue or prevent satisfaction of a Closing condition; or

(k)

agree to do any of the foregoing.

5.3

Access and information

5.4

Notifications to Governmental Authorities

5.5

SEC reporting and financing cooperation

(a)

The Sellers shall procure that the Company, its management and its auditors provide Buyer and its representatives, promptly following Buyer’s reasonable written request specifying in reasonable detail the information or cooperation requested, with such financial information, management accounts, supporting schedules, records and management cooperation as Buyer reasonably requests in connection with (i) Buyer’s compliance with applicable securities laws, SEC requirements and Nasdaq rules relating to the Transaction, (ii) preparation of any historical or pro forma financial information relating to the Company, and (iii) any financing undertaken by Buyer in connection with the Transaction. Buyer shall use reasonable efforts to coordinate all such requests efficiently, avoid duplication and minimise disruption to the Company’s management, auditors and operations.

(b)

Without limiting Clause 5.5(a), the Sellers shall procure that the Company and its auditors provide such customary auditor cooperation as Buyer reasonably requests, including auditor consents, customary management representation letters, access to supporting schedules and work papers to the extent permitted by applicable professional standards, and customary comfort letters or similar auditor cooperation reasonably required in connection with any securities offering or SEC filing relating to the Transaction.

(c)

Buyer shall bear all reasonable and documented incremental out-of-pocket fees, costs and expenses charged by the Company’s auditors or other third-party advisers, or otherwise incurred by the Company, solely as a result of the cooperation requested by Buyer under Clauses 5.3 and 5.5, provided that any material fees, costs or expenses shall be approved by Buyer in advance, such approval not to be unreasonably withheld or delayed where the relevant cooperation is reasonably necessary for Buyer’s SEC reporting, audit or financing process.

(d)

Buyer shall bear the reasonable documented out-of-pocket costs of any audit or review specifically requested by Buyer for its SEC reporting purposes.

(e)

Buyer shall have no obligation to disclose to the Sellers or the Company the identity of its actual or prospective financing sources, financing terms, commitments, investor communications or internal financing timetable, except to the extent Buyer determines disclosure is necessary for the requested cooperation. Buyer shall promptly notify the Sellers’ Representative of any material adverse development in its financing that would reasonably be expected to materially impair Buyer’s ability to fund the Cash Portion of the Base Purchase Price at Closing.

5.6

Key employee contract

5.7

Replacing existing financing

5.8

Notification; no schedule update cure

5.9

Financing update

6

CLOSING

6.1

Time and place for Closing

6.2

The Buyer’s conditions to Closing

(a)

the Sellers have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed by or complied with by the Sellers on or before the Closing Date;

(b)

Buyer will receive 100% of the Shares, or such lesser percentage of the Shares as equals or exceeds the statutory threshold required for Buyer to complete a compulsory acquisition of the remaining equity interests under Norwegian law;

(c)

all governmental consents necessary for the Transaction (if any) having been obtained which Buyer is reasonably aware of;

(d)

all options, warrants, convertible securities, and other equity rights having been exercised, cancelled, bought back or otherwise resolved as set out in this Agreement or otherwise on terms acceptable to Buyer;

(e)

Buyer shall have received all historical annual and interim financial statements of the Company required to be filed by Buyer pursuant to Regulation S-X, including Rule 3-05 thereof, in form and substance suitable for filing with the SEC, together with any required reconciliation to U.S. GAAP, the applicable independent auditor’s report and consent, and all financial information and auditor cooperation reasonably necessary for Buyer to prepare the related pro forma financial information required by Article 11 of Regulation S-X;

(f)

no Material Adverse Effect having occurred; and

(g)

Sellers’ Warranties are true and correct in all material respects.

6.3

The Sellers’ conditions to Closing

(a)

the Buyer has performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed by or complied with by the Buyer on or before the Closing Date;

(b)

Buyer’s warranties are true and correct in all material respects; and

(c)

all governmental consents necessary for the Transaction (if any) having been obtained which Sellers are reasonably aware of;

(d)

Buyer having secured funding sufficient to pay the Cash Portion of the Base Purchase Price and all other amounts payable by Buyer at Closing, and that Buyer has also obtained all corporate, regulatory, stock exchange and other approvals, authorisations and authorities required to issue and deliver the Stock Consideration, each of which in full force and effect.

6.4

Deliveries by the Buyer on Closing

(a)

pay the Cash Portion of the Base Purchase Price payable at Closing pursuant to Clause3.2 and Clause 3.3, less the Escrow Amount and less any amounts payable directly to discharge Debt or Transaction Expenses as calculated in Schedule 3.3, by wire transfer to the account specified by the Sellers’ Representative;

(b)

pay the Convertible Loan Amount to the respective Sellers by wire transfer to the account specified by the Sellers’ Representative;

(c)

deliver a notification to the Company in accordance with the Norwegian Private Limited Liability Companies Act section 4-12;

(d)

deliver to the Sellers a copy of signed minutes from the extraordinary general meeting in the Company electing a new board of directors;

(e)

issue the Stock Consideration to the relevant Sellers

(f)

transfer the Escrow Amount to the Escrow Agent under the Escrow Agreement (as defined therein); and

(g)

make such payments directly to lenders, creditors and other payees as are necessary and agreed to procure the payoff of Debt, the discharge of Encumbrances and the payment of Transaction Expenses, as applicable.

6.5

Deliveries by the Sellers on Closing

(a)

deliver, in respect of each Seller that is a legal entity, a copy of duly signed minutes from a board meeting approving the Transaction;

(b)

deliver a copy of duly signed minutes from a board meeting of the Company approving the Buyer’s acquisition of the Shares;

(c)

deliver a copy of an irrevocable instruction to the Settlement Agent to transfer the Shares to a VPS account identified by the Buyer in writing to the Sellers' Representative minimum three (3) Business Days prior to the Closing Date (the "Buyer's VPS Account"), together with a confirmation from the Settlement Agent that the Shares, or such number of Shares required to meet the statutory threshold for a compulsory acquisition, will be transferred to the Buyer's VPS Account at Closing;

(d)

deliver to Buyer, in respect of each Seller that is to receive Buyer Common Stock, a duly completed and executed Regulation S investment representation letter and investor questionnaire in the form set out in Schedule 6.5(d), no later than five (5) Business Days before Closing;

(e)

Deliver to the Buyer duly completed and executed employment agreements of the Company’s CEO in accordance with Schedule 5.6.

(f)

If obtained by the Sellers prior to Closing, deliver to the Buyer evidence that SpareBank 1 SMN and Innovation Norway have provided their written consents to the Transaction and confirmed that no default, acceleration or other enforcement right arises from it, or the relevant facilities are irrevocably repaid in full at Closing;

(g)

deliver evidence that all outstanding options, warrants, convertible securities and other rights to acquire Shares have been exercised, cancelled, bought back or otherwise settled in accordance with this Agreement, and that any resulting Shares are included among the Shares transferred to Buyer at Closing;

(h)

deliver payoff and release statements from each lender, creditor or other relevant beneficiary of an Encumbrance, in each case specifying the amounts required to discharge Debt and release Encumbrances over the Shares, assets or business of the Company at Closing and containing irrevocable payment and release instructions.

6.6

Reasonable efforts to fulfil conditions precedent 

6.7

Simultaneous Closing

7

SELLERS’ GENERAL COVENANTS

7.1

Public announcements and regulatory disclosures

(a)

Buyer shall have sole control over the timing, content and manner of all public announcements, press releases, Current Reports on Form 8-K, periodic reports, registration statements and other public disclosures relating to this Agreement, the Transaction, the Company or the consideration payable hereunder. No Seller shall make any public statement or disclosure relating thereto without Buyer’s prior written consent, except to the extent required by applicable law.

(b)

Notwithstanding Clause 12.3, the Sellers acknowledge and agree that Buyer will be required to file this Agreement, certain ancillary documents, financial statements, pro forma financial information and information concerning the Company with the SEC, Nasdaq or any other Governmental Authority, and that any such filing will become publicly available. Any disclosure made by Buyer in good faith for such purpose shall not constitute a breach of this Agreement or any confidentiality obligation.

(c)

Before issuing or filing any public announcement or disclosure mentioned in Clause 7.1(a), Buyer shall consult in good faith with the Sellers' Representative. Buyer shall consider timely comments in good faith but retains final control over all disclosures and filings necessary to comply with SEC requirements, Nasdaq rules or its financing requirements. Except as provided above and to the extent required by applicable law, neither Party shall make any public announcement or disclosure relating to this Agreement, the Transaction or the consideration payable hereunder without the other Party's prior written consent.

(d)

No Seller shall trade in Buyer securities while in possession of material non-public information concerning Buyer.

7.2

Post-Closing conduct

8

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

9

REPRESENTATIONS AND WARRANTIES OF THE BUYER

(a)

Buyer is duly organised, validly existing and in good standing under Nevada law;

(b)

Buyer has full corporate power and authority to execute, deliver and perform this Agreement, subject to the conditions in Clause 6.3(d);

(c)

this Agreement, when executed, constitutes Buyer’s valid and binding obligation, enforceable in accordance with its terms;

(d)

the Buyer Common Stock issued as Stock Consideration, when issued in accordance with this Agreement, will be duly authorised, validly issued, fully paid and non-assessable, free and clear of Encumbrances, and approved for listing on Nasdaq;

(e)

Buyer will at Closing have cash on hand, committed financing or other immediately available funds sufficient to pay the Cash Portion of the Base Purchase Price, any amounts payable by Buyer at Closing, any Adjustment Amount payable by Buyer when due, and Buyer’s obligations under this Agreement are not subject to any financing condition;

(f)

Buyer has sufficient authorisation to issue the Stock Consideration in accordance with this Agreement, subject to the Nasdaq Share Cap;

(g)

Buyer’s issued share capital and other outstanding equity interests are as described in all material respects in Buyer’s public filings with the SEC, and the issuance of the Stock Consideration will not breach Buyer’s constitutional documents, any applicable corporate authorisation or any applicable Nasdaq rule;

(h)

Buyer has filed all reports required to be filed by it with the SEC and Nasdaq in all material respects, and Buyer has not received any written notice from the SEC or Nasdaq that would reasonably be expected to materially impair Buyer’s ability to complete the Transaction or issue the Stock Consideration;

(i)

no broker is entitled to a fee or commission based on an arrangement made by Buyer;

(j)

 Buyer is solvent and will not become insolvent as a result of entering into or performing this Agreement or completing the Transaction;

(k)

The execution, delivery and performance of this Agreement by Buyer and the consummation of the Transaction do not conflict with, result in a breach of or require any consent under Buyer’s constitutional documents, applicable law, any material agreement binding on Buyer or any order of any Governmental Authority, except for any consent, approval, filing or notice that has been obtained, made or waived or that would not reasonably be expected to materially impair Buyer’s ability to complete the Transaction;

(l)

Buyer has conducted its foreign direct investment, sanctions, export control and other regulatory analysis relating to the Transaction and Buyer’s identity, ownership and financing, and no filing, clearance or approval is required as a result of Buyer’s identity, ownership or financing that has not been obtained or waived before Signing;

(m)

In connection with the negotiation, execution and performance of this Agreement and the transactions contemplated hereby, neither the Buyer nor, to the Buyer’s knowledge, any of its directors, officers, employees, advisers or other persons acting on its behalf has directly or indirectly offered, promised, given, requested or accepted any undue advantage or otherwise acted in violation of any applicable law, including anti-corruption Laws;

(n)

The monies to be used by the Buyer to pay the Purchase Price and any other amounts payable under this Agreement are not derived from, and the consummation of the transactions contemplated hereby will not involve, any conduct that would constitute a violation of any applicable anti-money laundering Laws; and

(o)

The Buyer is not a Sanctioned Person and, to the Buyer’s knowledge, is not owned or controlled by a Sanctioned Person. Neither the execution, delivery or performance of this Agreement by the Buyer, nor the payment of the Purchase Price, will cause any Seller to be in breach of applicable Sanctions.

10

SECURITIES MATTERS

11

LIABILITY FOR BREACH OF AGREEMENT

11.1

Compensation by the Sellers

(a)

The Sellers shall compensate the Buyer for any Loss which the Buyer suffers or incurs due to the breach of any of the Sellers' Warranties or any covenant, undertaking or other obligation of the Sellers contained in this Agreement, subject always to the limitations and exclusive recourse provisions set out in this Clause 11. Each Seller shall be severally, and not jointly and severally, liable to Buyer for all obligations, liabilities and claims of the Sellers under or in connection with this Agreement. For any Sellers' Warranty not given solely in respect of a Seller, a Seller may only be held liable for a Loss in proportion to its pro rata shareholding immediately prior to Closing.

(b)

The remedies provided for in this Agreement shall be the sole remedy for the breach of this Agreement and shall exclude any other remedy which would otherwise be available to the Buyer, including, without limitation, the Norwegian Sale of Goods Act of 13 May 1988 no. 27 (Nw: kjøpsloven) and general principles of Norwegian contract law. Notwithstanding the foregoing, nothing in this Clause 11.1(b) shall limit or exclude any Party’s right to seek specific performance, injunctive or other equitable relief, or any right or remedy arising from fraud or wilful misconduct.

(c)

If more than one Seller may be liable towards the Buyer under this Agreement or in connection with the Transaction, Buyer shall have no right to make any claim against any Seller unless the Buyer pursues a claim for the relevant Loss against all Sellers.

11.2

No other warranties

(a)

Except for the Sellers' Warranties, the Sellers do not make any express or implied warranties in respect of the sale and purchase of the Shares pursuant to this Agreement or any aspect of the Company.

(b)

The Sellers' Warranties constitute an exhaustive regulation of the Buyer's requirements as to the Shares and the Company, and no warranty is made regarding the future prospects of the Company, including any budgets, forecasts or other forward-looking statements.

11.3

Buyer’s knowledge

11.4

Financial limitations

(a)

the Sellers shall have no liability with respect to any single Loss which does not exceed an amount equal to NOK 300,000 (“Single Loss”);

(b)

the Sellers shall have no liability unless the sum of all the Single Losses exceeds an amount equal to NOK 3,000,000 (the “Basket Amount”), and, if that threshold is reached, the Buyer may claim compensation for the full amount of all Single Losses.

(c)

the Single Loss and Basket Amount limitations shall not apply to claims for breach of the Fundamental Warranties;

(d)

the Sellers' total liability for breach of the Warranties, other than the Fundamental Warranties, shall in any event be limited to the Escrow Amount plus any Earn-Out Consideration, and each Seller’s total liability for such claims shall be limited to its pro rata share of the Escrow Amount plus any Earn-Out Consideration. The Buyer shall have no recourse against any Seller for such Warranty claims other than against the Escrow Amount in accordance with the Escrow Agreement and Clause 11.14. Each Seller’s total liability for breach of the Fundamental Warranties shall in any event be limited to the portion of the Purchase Price actually received by that Seller; and

(e)

Buyer is required to procure the Company to pursue insurance or third-party recovery in respect of any Loss to the extent that such Loss is or would reasonably be expected to be eligible for coverage under any insurance policy maintained by the Company or third-party arrangement. Any actual recovery received by the Company from insurance or a third party, net of the reasonable costs of recovery and without prejudice to the Company’s right to recover deductibles, premium increases and uninsured amounts, shall reduce the relevant Loss. Buyer may make a claim against the Sellers or a Seller, as applicable, before any claim for coverage has been finally determined, provided that Buyer shall promptly account to the Sellers for any subsequent recovery to the extent necessary to prevent double recovery.

11.5

Time limitations

(a)

The Sellers shall not be liable for any claim for breach of the Sellers’ Warranties unless the Buyer notifies the Sellers’ Representative of a claim on or before the date falling (i) five (5) years following the Closing Date with respect to the Fundamental Warranties, (ii) five (5) years following the Closing Date with respect to the Tax Warranties and (iii) eighteen (18) months from the Closing Date with respect to the other Sellers’ Warranties or any other claim under this Agreement.

11.6

Extent of limitations; fraud and wilful misconduct

11.7

Mitigation of Losses

11.8

Right to remedy

11.9

Calculation of Losses

(a)

any Tax benefit actually realised by the Buyer or the Company, but only to the extent that it is directly attributable to the relevant Loss and does not arise from a corresponding Tax liability or cost;

(b)

any insurance coverage to which the Company is entitled; and

(c)

any amount actually recovered by the Buyer or the Company from any third party in respect of the relevant Loss, net of the reasonable costs and expenses incurred in obtaining such recovery.

11.10

Exclusion of Losses

(a)

which arises as a result of an act or omission by the Buyer, any of its affiliates or the Company after Closing;

(b)

to the extent the relevant matter has been expressly identified, specifically quantified and taken into account as a liability in the Closing Net Debt or Closing Working Capital, in each case without double recovery;

(c)

to the extent the Loss occurs as a result of any legislation not in force at the Signing Date or any change of Law, Accounting Principles or administrative practice which comes into force after the Signing Date, or any increase in the rates of Taxes in force at the Signing Date;

(d)

to the extent the Loss would have been covered by insurance by the Company if the insurance coverage existing as of the Closing Date had been maintained; or

(e)

which is contingent unless and until the contingent liability becomes an unconditional liability, provided that the Buyer may notify the Seller of a contingent claim to meet the time limitations set out in clause 11.5.

11.11

Third party claims

(a)

For a third-party claim, the Sellers may assume the defence only if it acknowledges in writing its full indemnity obligation, provides security reasonably satisfactory to the Buyer and Company, retains counsel reasonably acceptable to the Buyer and Company, and diligently defends the claim. The Buyer and Company shall control any claim involving criminal liability, injunctive or other equitable relief, a conflict of interest, a material reputational issue, a material regulatory issue, a claim exceeding available security, or any claim that the Buyer or Company reasonably determines could adversely affect its business.

(b)

No such Third Party Claim may be settled by the Sellers without the written consent of the Buyer unless the settlement (i) requires only the payment of monetary damages that are paid in full by the Sellers, (ii) provides Buyer, the Company and their respective affiliates with a complete and unconditional release from all liability relating to the Third Party Claim, (iii) does not contain any admission of wrongdoing by Buyer, the Company or any of their affiliates, and (iv) does not impose any injunction, restriction, continuing obligation or other non-monetary relief on Buyer, the Company or any of their affiliates.

11.12

Sources of recovery

11.13

Specific Indemnities 

a.

The NORBIT contractual claim (up to NOK 540,000) plus reasonable defence costs (the ”Norbit Indemnity”); and

i.

share incentive (Kruse Smith Share), option and transaction bonus arrangements described in the Disclosed Information, including any associated net effect of Tax, employer’s social-security contribution, holiday pay, interest, penalty or cost, to the extent not having been deducted from the Base Purchase Price as Transaction Expenses and without any right to double recovery (the “Share incentive Indemnity”).

11.14

Escrow

12

MISCELLANEOUS

12.1

Assignment

12.2

Severability

12.3

Confidentiality

12.4

Sellers’ Representative

(a)

The Sellers irrevocably appoint Husteli AS as the Sellers’ Representative to act for the Sellers in respect of this Agreement, the Escrow Agreement, the Closing Balance Sheet, the Earn-Out Consideration, claims, notices, waivers, amendments, completion and all related matters, including the authority to appoint and instruct one or more settlement agents on behalf of the Sellers in connection with the VPS settlement of the Transaction. Each Seller authorises the Sellers’ Representative to procure the transfer of that Seller’s Shares as held in VPS to the Buyer’s VPS Account at Closing, to give settlement instructions, to take such other actions as are reasonably necessary to complete the technical settlement of the Transaction and to receive the Purchase Price through a Settlement Agent for distribution to the Sellers in accordance with the Sellers’ Representative’s written instructions. Buyer may conclusively rely on any action or instruction of the Sellers’ Representative. Payment by Buyer to the Sellers’ Representative, or in accordance with its written instructions to a specified account, shall fully discharge Buyer’s relevant payment obligation, and Buyer shall have no liability for the distribution of payment among the Sellers, whether in cash or in shares. All Buyer Common Stock issuable pursuant to this Agreement shall be issued directly to the applicable Seller in accordance with the allocation provided pursuant to this Agreement and subject to Clause 10, and no issuance of Buyer Common Stock to the Sellers’ Representative shall discharge Buyer’s obligation to issue Buyer Common Stock to the applicable Seller.

(b)

The Sellers’ Representative has full authority to bind each Seller, resolve disputes, receive and distribute payments, make elections, settle claims, appoint advisers, and take any action reasonably necessary or desirable in connection with this Agreement. The Sellers shall be bound by all actions taken in good faith by the Sellers’ Representative.

(c)

The Sellers' Representative shall incur no liability for any action taken by the Sellers' Representative, or any omission to take action, in good faith and in accordance with clause 12.4, and shall be indemnified by the Sellers from and against any losses incurred by the Sellers' Representative in the performance of its duties as such in the absence of bad faith, gross negligence or wilful misconduct on the part of the Sellers' Representative.

(d)

If Husteli AS is unable or unwilling to act as the Sellers' Representative, the Sellers shall jointly appoint another person to act as Sellers' Representative and notify the Buyer in writing of such appointment. Any change of Sellers' Representative shall be effective from the time when the Buyer receives written notice of such change.

12.5

Termination

(a)

by written agreement of Buyer and the Sellers’ Representative;

(b)

by Buyer if, any Seller or the Company materially breaches this Agreement, and the relevant matter is not cured within 10 Business Days after written notice, if capable of cure;

(c)

by Buyer if Closing has not occurred by the Long-Stop Date, unless the failure is primarily caused by Buyer’s breach;

(d)

by the Sellers’ Representative if Closing has not occurred by the Long-Stop Date, unless the failure is primarily caused by any Seller’s breach;

(e)

by the Sellers’ Representative if Buyer materially breaches this Agreement and does not cure the breach within 10 Business Days after written notice, if capable of cure.

12.6

Notices

12.7

Expenses

12.8

Entire agreement; amendment

12.9

Governing law and arbitration

(a)

This Agreement is governed by Norwegian law.

(b)

Any dispute, controversy or claim arising out of or relating to this Agreement, including its existence, validity, termination or breach, shall be finally resolved by arbitration administered by the International Court of Arbitration of the International Chamber of Commerce under the ICC Rules in force when arbitration is commenced. The tribunal shall consist of three arbitrators. Each Party shall nominate one arbitrator. The third arbitrator shall be jointly nominated by the arbitrators nominated by the Parties and shall act as chairman of the arbitration tribunal. The seat of arbitration is Oslo, Norway. The language of the arbitration is English. The award is final and binding, and judgment may be entered and enforced in any court of competent jurisdiction.

(c)

Nothing shall prevent either Party from seeking interim, conservatory or injunctive relief, including under the ICC emergency arbitrator provisions, from any court of competent jurisdiction.