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Investor Presentaiton

RISK FACTORS (1/5) RISK FACTORS Ocean Sun An investment in the Shares involves inherent risks. Investors should consider all information set forth in this Presentation and, in particular, the specific risk factors set out below. An investment in the Shares is suitable only for investors who understand the risks associated with this type of high-risk investment and who can afford a loss of all or part of their investment. The absence of negative past experience associated with a given risk factor does not mean that the risks and uncertainties described herein should not be considered prior to making an investment decision. If any of the risks described below materialise, individually or together with other circumstances, they may have a material adverse effect on the Company's business, financial condition, results of operations and cash flow and/or prospects, which may cause a decline in the value of the Shares that could result in a loss of all or part of any investment in the Shares. The risks and uncertainties described below are the principal known risks and uncertainties faced by the Group as of the date hereof. Additional risks and uncertainties that the Company currently believes are immaterial, or that are currently not known to the Company, may also have a material adverse effect on its business, financial condition, results of operations and cash flow. The information in this Section is as of the date of this Presentation. Risks related to the Group and its business The Group has limited operating history and limited revenues The Group is in a development stage and has a limited operating history. As of today, the Group has only generated limited revenues from more limited pilot/demo projects. The Group's current business model is to generate revenues by receiving a technology license fee per watt peak capacity ("Wp") installed, in addition to engineering fees on an hourly basis. The Group has to date not achieved positive operating results. The Group has to date financed its operations by raising capital from new and existing stakeholders as well as receiving grants. The Group has currently few firm contracts that generates future revenues. Further, the Group's existing contracts that potentially provide future revenues are subject to various terms, conditions, termination events, amendments etc implying that future revenues on such contracts may be uncertain and/or may change substantially from what has been expected or estimated. To become and remain profitable, the Group must succeed in its ongoing projects and prospects, and also succeed in commercializing its business and its technologies such that they generate revenues. This will require the Group to be successful in a range of complex and interdependent activities. The Group may never succeed in these activities and, even if it does, it may not generate revenues that are significant enough to achieve profitability. The Company is a growth company, is not fully financing (nor following the Private Placement) and has made certain assumptions about the costs and funding requirements to grow and optimize its operations. If the Company's estimates are incorrect, it could lead to the need for additional financing sooner than expected and or the Company may not be able to achieve profitability. Furthermore, the contracts, rights and obligations of the Company are likely to carry a higher degree of uncertainty and risk than more mature businesses. The Company is in a development stage and has not carried out any full-scale projects To date the Company has carried out a limited number of demo/pilot projects. Consequently, the Company has not yet carried out a full-scale project. The Company's business model, technology and partner network have therefore not operated on an ordinary course basis. There is consequently a risk that such ordinary course projects never will take place or that the Company's business model proves to be inefficient or inadequate for such projects. The Company's target is to have suppliers that shall provide solar panels with performance guarantees for such products. This is considered as required for the Company's business model in order to achieve full-scale projects and expected by customers to enable the possibility to obtain debt financing. While the Company is working to achieve that suppliers delivering sufficient performance guarantees for products they shall deliver, no such performance guarantees are in place. It is therefore a risk that such performance guarantees will not be provided, with the result that customers will not purchase the Company's products and services and/or that financing (including debt financing) will be difficult or impossible to obtain at commercially attractive terms or at all. As an early development company, the Group has not extensive experience with contract management, standardised contract terms, etc. The terms and conditions that the Group is subject to therefore varies from project to project. Previous projects, as may be the case for future projects, have varied in terms of network model, terms and set-up - and not necessarily in line with the Group's business model. Past performance may therefore not be representative for future projects. Further, the Group has limited or no documentation in connection with previous projects which may cause uncertainties with respect to the rights and obligations the Group is subject to. The Group depends on protecting its proprietary technology and intellectual property rights The Group's business is highly dependent upon its proprietary technology, particularly its FPV systems technology and method of installing. The Group's business is based on a combination of patents, trade secrets, know-how and confidential procedures, and is partly protected as registered IPR and through contractual provisions to maintain secrecy and prevent un-authorised use. The Group cannot guarantee that its measures for preserving the secrecy of its know-how and trade secrets are sufficient to prevent others from obtaining such information and use the know-how. Currently, the Group has its main installations in Albania, Singapore and Philippines, but it has several proposed projects in other countries. The Group holds active patents in Norway, Hong Kong, the U.S., the United Kingdom and South Africa, and has pending patent applications in other jurisdictions, however with no certainty of issuance. Currently, the Group has operations in jurisdictions where it has no granted patents and thereby exposed to risk that others may use the Group's technology or business methods. Further, the Company has only registered its trademark in Norway - and not elsewhere. The lack of proper and clearly defined IPR regulations in agreements, or lack of agreements/regulations at all, may also expose the Group of risks related to breach of IPR and/or week IPR protection for the Group. Loss of key personnel may also create a risk that such personnel may exploit knowledge, information and know-how to the detriment of the Group, and/or that the Group may face difficulties to operate its technology or business methods as a result of the loss of such personnel. The extent of the Group's intellectual property rights varies in different countries, and filing, prosecuting, maintaining and defending the Group's patents throughout the world could be highly expensive. Consequently, the Group may be unable to prevent third parties from infringing its rights in certain countries, especially in jurisdictions offering no or little protection of intellectual property rights, or in jurisdictions where enforcement may be difficult. Competitors could potentially also use the Group's technology in jurisdictions where the Group has not obtained IPR protection. There is also a risk that competitors or other third parties may claim that the Group does not have rights or exclusive rights to the intellectual property it uses or infringe its key patents or otherwise obtain and use its intellectual property without authorisation. To prevent infringement in the future, the Group may have to file infringement claims. Such claims can be time consuming and costly to prosecute and there can be no assurance that any such claims will be successful. Policing unauthorised use of the Group's intellectual property is difficult and costly, and the Company may not successfully prevent misappropriation of its proprietary rights. Unauthorised use of intellectual property may damage the Group's reputation, decrease the value of such property and reduce its market share. Parties may initiate litigation against the Group for alleged infringement of their proprietary rights. In the event of a successful claim of infringement and the Group's failure or inability to develop non- infringing technology or content or to licence the infringed or similar technology or content on a timely basis, the Group's future business could suffer. Moreover, even if the Group is able to licence the infringed or similar technology or content, it could be required to pay licence fees to the licensor that are substantial or uneconomical. In the event that these or other circumstances damage the Group's intellectual property rights, it could have a material adverse effect on its business, results of operations, financial condition and prospects. The Group cannot assure that its know-how and trade secrets will provide the Group with any competitive advantage, as the know-how and trade secrets may become known to or be independently developed by others including the Group's competitors, regardless of measures the Group may take to try to preserve the confidentiality. The Group cannot give assurance that its measures for preserving the secrecy of its trade secrets and confidential information are sufficient to prevent others from obtaining such information. 4
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