Huddlestock Fintech

Investor Presentation • Feb 10, 2022

Presentation of Q4 2021 results

10 February 2022

Democratizing Wealth Management

Disclaimer re forward looking statements

Disclaimer re forward looking statements

This presentation speaks only as of their date, and the views expressed are subject to change based on a number of factors, including, without limitation, macroeconomic and equity market conditions, investor attitude and demand, the business prospects of the Huddlestock and other specific issues.

Any statement, estimate or projections included in this presentation (or upon which any of the conclusion contained herein are based) with respect to anticipated future performance (including, without limitation, any statement, estimate or projection with respect to the condition (financial or otherwise), prospects, business strategy, plans or objectives of the Huddlestock and/or any of its affiliates) may prove not to be correct.

No representation or warranty is given as to the completeness or accuracy of any forward looking statement contained in this presentation or the accuracy of any of the underlying assumptions.

Nothing contained herein shall constitute any representation or warranty as to the future performance of the Huddlestock, any financial instrument, credit, currency rate or other market or economic measure.

Information about past performance given in this presentation is given for illustrative purposes only and should not be relied upon as, and is not, an indication of future performance.

Neither the Huddlestock not any of its affiliates has verified the achievability of any estimate or forecast of future financial performance contained herein (including, without limitation, any estimate of potential cost savings and synergies, nor of any of the methods underlying the preparation of any such estimate of forecast).

Neither the Huddlestock nor the Managers assume any obligation to update or revise the Presentation or disclose any changes or revisions to the information contained in the Presentation (including in relation to forward-looking statements).

Huddlestock Fintech – Introduction

Democratizing access to wealth management

Øyvind Hovland Chairman

John E. Skajem Group CEO

Huddlestock Fintech

Delivering innovative technology solutions to the capital markets, treasury and wealth management industries.

Technology – Bedrock, Apex, Canyon

• Bedrock and Apex are fully integrated and flexible wealth tech platforms.
• Canyon is an end-to-end, serviced capital markets solution.

Low-cost, efficient white-label trading and investment services, easily embedded via REST APIs, combined with bespoke consultancy and service support.

The Visigon experience – world-class experts delivering innovative and industry leading strategic technology solutions and process automation for the financial services industry.

Listed on Euronext Growth Market 26 November 2020, as Norway's first fintech company to be publicly traded.

Regulated by Bafin for brokerage, financial advice and asset management.

Delivering financial inclusion by democratizing access to capital markets.

38 colleagues across Europe and Malaysia

Unique Wealth Tech and Treasury solutions

Secular growth in the Wealth Tech space

Demographic shifts accelerating changing behaviours in wealth management.

Customer expectations are changing:

• Hyper-personalized in a tech savvy, transparent and frictionless way.
• Multi-channel, seamless digital experiences are expected.
• Digitally-native solutions coupled with a personal touch.
• Hybrid mobile solutions are accelerating self-directed trading.
• Impact and value based investments are on the rise.

Banking is in flux.

• New business models are emerging with viable bank offers.
• Demand for embedded solutions and alternative forms of distribution are rising.
• Bank profitability continues to be challenged by low rates and fee pressure.
• 5G becoming the dominant technology will drive the shift and customer experiences.
• Regulation and compliance are putting increased pressure on cost structures.

Distribution of investable financial assets (1) in the US by generation, %

Huddlestock connecting individuals to capital markets

Democratizing access to capital markets

Punching above our weight in Consulting

Rising demand, tighter markets

Finance functions are catching up on digital transformation:

• Treasury systems are in need of change
• Rising regulatory burden, introduction of instant payments are accelerating the need for transformation.
• The rise of the purpose-driven corporation

Delivering state of the art capital markets solutions:

• Leading the way with new consulting models
• Try- and hire
• Software plus bespoke consulting
• In-house technical expertise
• Strategic project management leadership
• Taking a holistic view, translating business needs into IT solutions.
• Sustainability solutions within risk and regulation.

2021 CFO Global Outlook Survey

70% said needed reliable third-party partner to be successful in transforming finance function

69% said hiring the right tech talent was a major challenge

68% said the operating model of their finance function needed a major overhaul

Delivering above targets in FY 2021

Pro-forma* adjusted** numbers

(2021 target 38 to 41m)

NOK

Pro-forma EBITDA (adj)*/**

-4.98m (2021 target -3.5 to -5.5m)

NOK

• Reported numbers include Visigon from the close of the transaction on June 11th , ²⁰²¹*Proforma numbers include Visigon's accounts from 1st January 2021 • **Adjustments are NOK2m one-off costs and NOK4.5m in goodwill depreciation linked to the acquisition of Visigon and NOK300K loss on the sale of Dovre Forvaltning.

Highlights in 2021

Delivering above targets with strong consulting revenues

Strong Q4:

• Recurring multi-year mandates have been widened and extended.
• New, innovative solutions bringing new clients.
• Two new contracts signed with a leading Danish Fintech company and a Danish cooperative.
• A contract signed in Q3 has grown and now includes additional FTEs.
• Consulting division is fully booked in Q1, 90%+ booked in Q2 2022.

2021 – reset, delivery and integration:

• Reorganization of German operations
• Integration of Visigon developing to plan
• Partnerships progressing in line with expectations
• Investing and growing our talent pool
• Signing up to the UN Global Compact Charter

Revenues NOK 41.5 M EBITDA NOK -4.98 M 2021 targets NOK 38-41m Delivering above targets 2021 targets NOK -3.5-5.5m

Key priorities

Targeting profitable growth and scaling up.

• Prioritize profitable growth and recurring revenues.
• Creation of a Nordic white label solution.
• Scale up Nordic operations. Add talent.
• Consulting fully booked for Q1 and almost fully booked for Q2 2022; promising leads in technology.

Positioning for expansion in Germany;

• Prepare and scale German operations for growth.
• Grow profitable top line, prioritizing growth of recurring revenues.
• Extend German banking license to hold client monies and accounts, offer direct access to counterparties of choice.

Delivering strategic growth;

• Invest in innovative technology and ecosystem partnerships.
• Explore strategic opportunities in key geographies.
• Continue to deliver synergies from the acquisition of Visigon

Value creation through accretive M&A

Creating shareholder value

• A core pillar of Huddlestock's strategy is to create shareholder value through accretive acquisitions
• Huddlestock currently owns ca. 10 million treasury shares. These might be used as part of future M&A deals
• The board has hired an advisor to support the company's M&A activity. Only opportunities where there are significant synergies and that supports Huddlestock's "technology first"-focus will be pursued
• Huddlestock is a company run by the shareholders for the benefit of all shareholders. Acquisitions will only be considered if it is deemed to be beneficial for the company and all shareholders

Democratizing Wealth

The top 1% wealthiest own 38% of Wall Street. 10% own 84%. While stock markets continue to soar, the wealth gap continues to widen. Technology accelerates financial inclusion.

Huddlestock Fintech offers wealth managers, banks, treasury functions and individual investors, a unique cost-efficient and compliant cloud-based platform. Technology for change.

FY 2021 Results

Strong momentum in Q4

Reported numbers

Reported numbers include Visigon from the close of the transaction on June 11th, 2021

Delivering above targets in FY 2021

Pro-forma* adjusted** numbers

(2021 target 38 to 41m)

NOK

Pro-forma EBITDA (adj)*/**

-4.98m (2021 target -3.5 to -5.5m)

NOK

• Reported numbers include Visigon from the close of the transaction on June 11th , ²⁰²¹*Proforma numbers include Visigon's accounts from 1st January 2021 • **Adjustments are NOK2m one-off costs and NOK4.5m in goodwill depreciation linked to the acquisition of Visigon and NOK300K loss on the sale of Dovre Forvaltning.

Q4/2021 Group Revenues

Strong delivery from Professional Services.

• Group Revenues NOK 13.9 m in Q4
• Pro-forma Group Revenues of NOK 41.6 m for FY 2022*
• Technology sees solid recurring revenue streams from long term client contracts.
• Professional Services continued to see strong demand from repeat business.
• New client wins.
• Onboarded two new clients during Q4.

Q4/2021 Group Costs

A tight labour market.

• Group Costs NOK 14.1m in Q4
• Pro-forma Group Costs of NOK 46.5m for FY2021*
• Personnel cost NOK 7.3m in Q4.
• 38 FTEs end Q4, +5% new employees; 2 consultants.
• Other costs NOK 6.8m in Q4.
• Private placement
• Legal and audit costs
• Technology investment.
• Goodwill write-down of NOK 4.48m linked to acquisition of Visigon

Q4/2021 Group EBITDA

Solid delivery across all divisions. Tighter labour markets and continued technology investments.

• Reported group EBITDA NOK -0.26m in Q4*
• Proforma reported group EBITDA NOK 4.98m for FY2022*
• Group Revenues NOK 13.9 m in Q4
• Recurring revenues in Technology
• Strong momentum in Consulting
• Costs NOK 14.1m in Q4
• Personnel costs NOK 7.3m in Q4
• 38 FTEs end Q4
• Other costs NOK 6.8m in Q4.
• Private placement
• Legal and audit costs
• Technology investment

Technology Q4/FY2021

Growing recurring revenues.

Q4 – focused on delivery.

• Reported revenues NOK 0.5m in Q4*
• Proforma revenues of NOK 2.7m for FY2021*
• Recurring revenues NOK 2.0m in 2021
• Customization revenues NOK 0.7m
• Continued R&D investment ~NOK4.84m in FY2021.
• German reorganisation;
• Preparing the organization for growth
• Prioritizing profitable business and recurring revenues
• Unprofitable contracts terminated
• Focused on Bedrock

Professional Services Q4/FY2021

Strong delivery in tight labour market from expert advisors.

Strong relationships delivers excellent Q4

• Reported revenues of NOK 13.4m in Q4*
• Proforma revenues of NOK 38.9m for FY2021*
• Strongly growing business with new client mandates in Q4:
• Large Swedish banking institution extends and deepens mandate.
• Danish commodities broker awards Huddlestock a mandate.
• A first consultancy mandate from Danish fintech company.
• Attracting new talent despite tight markets:
• 2 new employees join Huddlestock in Q4
• Strong demand for expert consulting expertise means additional resources will be needed in future quarters
• Goodwill write-down of NOK4.48m linked to acquisition of Visigon

Income Statement Q4/2021 (Reported and proforma)

Consolidated income statement (in NOK)	4Q21	4Q20	2021 Reported*	2021 Pro-forma	3Q21	2020	2019
Operating income
Other operating income	13,866,738	0	23,578,482	41,545,482	6,686,770	225,000	0
Total operating income	13,866,738	0	23,578,482	41,545,482	6,686,770	225,000	0
Operating expenses
Cost of materials/subcontractors	14,716,864	$-111,000$	16,055,624	18,561,624	722,869
Personnel costs	$-4,049,927$	256,000	5,806,198	15,779,198	7,434,502	432,000	703,862
Depreciation and amortisation	4,481,637	0	10,535,985	10,535,985	4,556,642
Other operating expenses	3,457,846	3,897,000	9,410,948	12,184,948	2,148,982	8,267,000	4,999,764
Total operating expenses	18,606,421	4,042,000	41,808,755	57,061,755	14,862,995	8,699,000	5,703,626
EBITDA	$-258,046$	$-4,042,000$	$-7,694,288$	$-4,980,288$	$-3,619,582$	-8,474,000 -5,703,626
EBIT	$-4,739,683$	$-4,042,000$		$-18,230,273$ $-15,516,273$	$-8,176,224$	-8,474,000 -5,703,626
Financial income
Interest income	70,913	18,000	75,032	75,032	4,119	9,000	743
Other financial income	328,166	0	247,551	261,551	$-122,008$	142,000	2,073
Total financial income	399,079	18,000	322,583	336,583	$-117,889$	151,000	2,816
Financial expenses
Interest expenses	996,119	0	1,964,826	1,964,826	968,707	39,000	11,427
Other financial expenses	$-60,446$	8,241,000	399,927	328,927	488,293	33,000	5,215
Total financial expenses	935,673	8,241,000	2,364,753	2,293,753	1,457,000	72,000	16,642
Net financial items	$-536,594$	$-8,223,000$	$-2,042,170$	$-1,957,170$	$-1,574,889$	79,000	$-13,826$
Net profit (loss) from discontinued operations	0	0	84,778	84,778	84,778	-4,033,000 -2,954,913
Profit (loss) before tax		-5,276,277 -12,265,000 -20,187,665 -17,388,665 -9,666,336 -12,428,000 -8,672,366
Income tax	$-734,591$	0	$-1,755,294$	$-1,755,294$	$-769,716$	$\mathbf 0$	0
Net profit (loss)		-4,541,686 -12,265,000 -18,432,371 -15,633,371 -8,896,619 -12,428,000 -8,672,366

Balance Sheet Q4/2021 (Reported)

Consolidated Financial position (in NOK)	2021	9M 2021	1H21	2020	Consolidated Financial position (in NOK)	2021	9M 2021	1H21	2020
ASSETS					EQUITY
					Paid-in capital
Intangible assets					Share capital	226,675	226,675	226,675	208,371
Research and development	24.149.535	22,545,912	21,072,380	19.308.254	Own shares	$-20,267$		$\Omega$	0
Goodwill	40,154,307	42,286,284	42,465,984		Share capital - not registered	17,937
Technology	2,582,425	2,799,160	2,958,319		Share premium			89,044,343 108,897,272 117,911,674 66,964,874
Customer contracts and relationships	21,745,406	25,569,671	28,921,594		Share premium- not registered	24,527,272
Licenses	32,182,204	45,952,204	45,952,204	45,952,204	Total paid-in capital			113,795,960 109,123,947 118,138,349 67,173,245
Total intangible assets		120,813,877 139,153,231 141,370,480 65,260,458
					Retained earnings
Fixed assets					Other equity	0	0	$\Omega$	0
Property, plant & equipment	$\Omega$	0	0	0	Total retained earnings	0	0	0	0
Total fixed assets	0	0	0	0	Non-controlling interest		0	$\Omega$	0
					Total equity			113,795,960 109,123,947 118,138,349 67,173,435
Total non-current assets		120,813,877 139,153,231 141,370,480 65,260,458			LIABILITIES
Receivables					Other long-term liabilities
Trade receivables	8,816,535	8,013,353	11,344,846	0	Liabilities at financial institutions
Other short-term receivables	7,084,274	1,904,222	2,827,980	762,438	Deferred tax	6,500,000	2,500,000	2,500,000	0 0
Total receivables	15,900,809	9,917,575	14,172,826	762,438		5,352,123	6,241,143	7,013,581
					Short-term liabilities
Bank deposits, cash and cash equivalents	17,749,875	9,964,609	10,273,032	2,958,433	Accounts payable	1,718,833	2,490,685	1,233,143	1,205,892
					Payroll taxes, VAT etc.	8,712,058	7,127,184	7,800,987	168,992
Net assets discontinued operations	0	0	2,232,823		Other short-term liabilities	18,385,587	31,552,456	31.152.503	2,455,232
				2,232,823	Total short-term liabilities	28,816,479	41,170,326	40,186,633	3,830,116
Total current assets		33,650,684 19,882,184	12,505,855	5,191,256	Net liabilities discontinued operations	0	0	210,600	210,600
					Total liabilities	40,668,602	49,911,469	49,910,813	4,040,716
Total assets		154,464,561 159,035,415 168,049,162 71,214,151			Total equity and liabilities			154,464,561 159,035,415 168,049,162 71,214,151

Cash Flow Statement Q4/2021 (Reported)

Consolidated statement of cash flows (in NOK)	2021	9M 2021	1H2021
Cash flows from operating activities
Profit (loss) before tax	-20,187,665 -14,811,388		$-5,145,052$
Depreciation and amortisation	10,535,985	6,054,347	1,497,705
Net result discontinued operations	$\mathbf 0$	0	$\mathbf 0$
Changes to accounts receivable	$-2,528,312$	$-3,331,493$	2,412,234
Changes to accounts payable	$-485,690$	$-1,257,542$	27,251
Changes to other accruals and prepayments	3,226,850	12,061,554	11,665,107
Net cash flow from operating activities from continuing operations	$-9,438,832$	$-1,284,521$	10,457,245
Net cash flow from operating activities from discontinued operations	0	0	0
Cash flows from investment activities
Purchase of intangible assets		-4,841,281 -3,237,658	$-1,764,000$
Purchase of subsidiary, net of cash aquired		-30,927,835 -30,927,835 -30,927,835
Transaction cost		$-2,623,527$ $-2,623,527$	$-2,623,527$
Net cash flow from investment activities from continuing operations		-38,392,642 -36,789,019 -35,315,361
Net cash flow from investing activities from discontinued operations	2,107,001	2,107,001	0
Cash flows from financing activities
Proceeds from capital increase		56,015,916 31,672,716	31,672,716
Cost of capital increase	$-2,000,000$	$-2,000,000$	$-2,000,000$
Short term debt obtained	0	10,800,000
Long-term loan	6,500,000	2,500,000	2,500,000
Net cash flow from financing activities from continuing operations	60,515,916	42,972,716	32,172,716
Net cash flow from financing activities from discontinued operations	0	0	0
Net changes to cash and cash equivalents from continuing operations	12,684,441	4,899,175	7,314,599
Net changes to cash from discontinued operations	2,107,001	2,107,001	0
Continued operations
Bank deposits, cash and cash equivalents per 1.1.	2,958,433	2,958,433	2,958,433
Bank deposits, cash and cash equivalents per 31.12.	17,749,875	2,958,433	10,273,032
- Hereof restricted bank deposits	0	9,964,609	625,010

New organization

Streamlining operations.

HQ in Norway Listed on Euronext Growth 38 employees across the Nordics, Germany and Malaysia

Experienced Board of Directors

Øyvind Hovland, Chairman.

Øyvind is a serial entrepreneur with more than 25 years of experience in starting and scaling companies in various industries. Notably Cyviz AS – with offices globally, and Vision IO AS, a leading optic camera provider to the Oil and gas industry.

Stig R. Myrseth, Board Member

Stig Myrseth has a distinguished and long-standing career as a financial analyst, asset manager and founder of financial institutions among others a brokerage firm, a fund management company and a bank. He has a strong brand and reputation as one of Norway's leading financial experts.

Murshid Ali, Board Member.

Murshid is a board member and co-founder of Huddlestock. He has a PhD degree in Economics, and holds a master's degree from Grenoble Ecole de Management, and a degree from NTNU. He has almost a decade of experience as an entrepreneur, primarily within the renewable energy and financial industry.

Ramtin Matin, Board Member

Ramtin Matin is Head of Innovation at Sparebank 1 SR-Bank. He has a strong track record in technology innovation within the financial services industry, applying AI and Blockchain. His previous roles include hands-on participation in portfolio companies within SR-Banks Venture Fund Finstart Nordic, regional lead and Senior Solutions Architect for SAS Institute, management consulting with PWC.

Strong and supportive shareholder base As of 9th February 2022

	No shares:	% shares
Number of shares issued	119,302,483	100%
Top 20 Shareholders	93.903.176	79%
Executive Shareholders	18,223,413	15%
Number of shareholders	1.284

Rank	Executive Shareholders	No shares	% shares
1	COLIBRI INVEST AS	10,065,898	8.44%
$\overline{2}$	VISION INVEST STAVANGER	8,266,715	6.93%
3	RETROPI LIMITED	7,607,608	6.38%
4	BERKER GROUP AS	6,597,665	5.53%
5	GRUNNFJELLET AS	5,408,334	4.53%
6	SAAMAND AS	4,339,825	3.64%
7	GENTLE INVEST	4,226,000	3.54%
8	SAA INVEST AS	4,205,000	3.52%
9	STEIN HEGRE HOLDING AS	2,995,000	2.51%
:10	HOGNAN INVEST	2,494,512	2.09%
:11	GJEDREM AS	2,406,000	2.02%
:12	EASYACCOUNTING OSLO AS	2,123,077	1.78%
:13	BILL INVEST AS	1,966,847	1.65%
:14	ØSTLANDSKE PARKERING AS	1,923,077	1.61%
15	KT GLOBAL INVEST AS	1,923,077	1.61%
:16	E HOLDING AS	1,867,988	1.57%
:17	AVANZA BANK AB	1,787,355	1.50%
:18	VALINOR AS	1,563,852	1.31%
:19	KJELL'S OCTOPUS INVEST AS	1,543,640	1.29%
20	HEDEN HOLDING AS	1,401,976	1.18%
21	SIRIUS AS	1,300,000	1.09%
22	SEB BANKEN CLIENT AC	1,200,675	1.01%
23	ALA AS	1,080,061	0.91%
24	NORDNET LIVSFORSIKRING AS	1,046,808	0.88%
25	NORDEA BANK ABP	1,027,977	0.86%

Investor relations contacts:

John E. Skajem Group CEO jes@huddlestock.com +47 418 87 412

Cecilia Luras Director of Strategy & Investor Relations col@Huddlestock.com +47 951 45 382

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This presentation has been prepared by Huddlestock Fintech AS (the Huddlestock) solely for the use at the presentations to investors held in connection with the presentation of the past results of the certain period and anticipated future performance. This presentation is being made only to, and is only directed at, person to whom such presentation may lawfully be communicated (Recipients). Any person who is not a Recipient should not act or rely on this presentation or any of its contents. This presentation is provided to the Recipients for information purposes only. This presentation is strictly confidential and may not be reproduced or redistributed, in whole or in part, to any other person. This presentation speaks only as of their date, and the views expressed are subject to change based on a number of factors, including, without limitation, macroeconomic and equity market conditions, investor attitude and demand, the business prospects of the Huddlestock and other specific issues. This presentation and the conclusions contained herein are necessarily based on economic, market and other conditions, as in effect on, and the information available to the Huddlestock as of, their date. This presentation does not purport to contain a complete description of the Huddlestock or the market(s) in which the Huddlestock operates, nor do they provide an audited valuation of the Huddlestock. The analyses contained in this presentation are not, and do not purport to be, appraisals of the assets, stock or business of the Huddlestock or any other person. 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Full disclaimer continued

Full disclaimer continued

Any statement, estimate or projections included in this presentation (or upon which any of the conclusion contained herein are based) with respect to anticipated future performance (including, without limitation, any statement, estimate or projection with respect to the condition (financial or otherwise), prospects, business strategy, plans or objectives of the Huddlestock and/or any of its affiliates) may prove not to be correct. No representation or warranty is given as to the completeness or accuracy of any forward looking statement contained in this presentation or the accuracy of any of the underlying assumptions. Nothing contained herein shall constitute any representation or warranty as to the future performance of the Huddlestock, any financial instrument, credit, currency rate or other market or economic measure. Information about past performance given in this presentation is given for illustrative purposes only and should not be relied upon as, and is not, an indication of future performance. Neither the Huddlestock not any of its affiliates has verified the achievability of any estimate or forecast of future financial performance contained herein (including, without limitation, any estimate of potential cost savings and synergies, nor of any of the methods underlying the preparation of any such estimate of forecast). The Huddlestock does not accept or will not accept any responsibility, duty of care, liability or obligations for providing any Recipient with access to additional information, for updating, modifying or otherwise revising this presentation or any of their contents (including, without limitation, any estimate or forecast of future financial performance), for correcting any inaccuracy in this presentation or their contents (or any other written information or oral information provided in connection therewith) which may become apparent, or for notifying any Recipient or any other person of any such inaccuracy. This presentation shall not be construed as a prospectus or an offer to sell, or a solicitation of an offer to buy, any security or any business or assets, nor to enter into any agreement or contract with any Recipient, the Huddlestock (or any of their respective affiliates) or any other person. Any potential transaction that may be related to the subject matter of this presentation will be made pursuant to separate and distinct documentation and in such case the information contained herein will be superseded in its entirety by such documentation in final form. This presentation do not create any obligation on the part of the Huddlestock to consider any offer from any Recipient or any other person. The Huddlestock reserves the right, without prior notice and without giving reasons, to vary or terminate the contemplated transaction, to reject any or all proposals and/or to negotiate with any Recipient or any other person and any terms (and whether individually or simultaneously with any other person or persons) with respect to any transaction involving the Huddlestock. An investment in the Huddlestock involves risk, and several factors could adversely affect the business, legal or financial position of the Huddlestock or the value of its securities. An investment in the Huddlestock is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment. This Presentation speaks as at the date set out on its front page. Neither the delivery of this Presentation nor any further discussions of the Huddlestock or the Managers with the Recipient shall, under any circumstances, create any implication that there has been no change in the affairs of the Huddlestock since such date. Neither the Huddlestock nor the Managers assume any obligation to update or revise the Presentation or disclose any changes or revisions to the information contained in the Presentation (including in relation to forward-looking statements). The contents of this presentation are not to be construed as legal, business, investment or tax advice. Each recipient should consult with its own legal, business, investment and tax adviser as to legal, business, investment and tax advice. By accepting this presentation, each Recipients represents and warrants that it is able to receive them without contravention of an unfulfilled registration requirements or other legal or regulatory restrictions in the jurisdiction in which such Recipients resides or conducts business. By accepting this presentation each Recipient agrees to be bound by the foregoing limitations.