ICM Capital AG

ICMPT and ICMD TOKEN OFFERING
Subscription Form

Total Amount of the Offering: Up to 2,850,000 Tokens
Price per Token: USD 100 per Token

Offering Total: USD 285,000,000

The participation certificates offered hereby are speculative and involve a high degree of risk. Minimum Purchase Price per Investor: USD 100,000 (equivalent to 1000 Tokens)

SUBSCRIPTION AGREEMENT

The undersigned “Subscriber”, on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to ICM Capital AG (the “Company”), in connection with a private offering by the Company (the “Offering”) to raise
USD 285,000,000
through the sale to Subscriber as an “eligible investor” of ICMPT and ICMD Tokens (each, a “Token” and, collectively the “Tokens”) of the Company, at USD 100 per Token. All figures given herein are in USD.
The minimum subscription per investor is USD 100,000.

1. Subscription for the Purchase of Tokens

The undersigned hereby subscribes to purchase the number of Tokens specified below in the signature page at USD 100 per Token for a total subscription specified below in the signature page (the “Subscription Price”).
In this regard, the Subscriber agrees to forward payment in the amount of the Subscription Price either: (a) by wiring payment of the Subscription Price in USD or EUR to the account set forth in the invoice that will be sent to email after signing this Form and sending the investment request. OR (b) by blockchain transaction of USDT Tokens equalling the amount of the Subscription Price. The Subscriber hereby irrevocably offers to purchase the Tokens and tenders herewith the total price noted below. The Subscriber recognizes and agrees that
(i) this subscription is irrevocable and, if Subscriber is a natural person, shall survive Subscriber’s death, disability or other incapacity, and (ii) the Company has complete discretion to accept or to reject this Subscription Agreement in its entirety and shall have no liability for any rejection of this Subscription Agreement.
This Subscription Agreement shall be deemed to be accepted by the Company only when the Tokens are transferred to the Purchaser’s wallet by the Company.
The Subscriber hereby acknowledges and agrees that on the Company’s acceptance of this Subscription Agreement, it shall become a binding and fully enforceable agreement between the Company and the Subscriber. As a result, upon acceptance by the Company of this Subscription Agreement, the Subscriber will become the record and beneficial holder of the 3 Tokens and the Company will be entitled to receive the purchase price of the Tokens as specified herein.
The Company’s private offering of Tokens is being made to “eligible” investors within the meaning set forth in the Private Placement Memorandum.
You as an individual or you on behalf of the subscribing entity are being asked to complete this Subscription Agreement so that a determination can be made as to whether or not you (it) are qualified to purchase the Tokens under applicable federal and state securities laws. Subscriber’s answers to the questions contained herein must be true and correct in all respects, and a false representation by Subscriber may constitute a violation of law for which a claim for damages may be made against the Subscriber.

INSTRUCTIONS FOR COMPLETION OF SUBSCRIPTION FORM

Before taking any investment in ICM Capital AG (hereinafter as “the Company” or “Company”), please read the provided documents, respectively this Subscription Form and the Private Placement Memorandum (together, hereinafter as “transaction documents”) carefully. The transaction documents are not construed to be investment or legal advices. These documents are not intended to replace the expert advice of a banker, lawyer or tax advisor regarding investment in the Tokens. No representation or warranty is made as to whether, or the extent to which, the Tokens constitute legal investments for investors whose investment authority is subject to legal restrictions. Such investors should consult their legal advisors regarding such matters.
ICM Capital AG is offering (hereinafter as the “Offering”) up to a maximum of 2,850,000 Tokens (hereinafter as the “Tokens”) on a best efforts basis, at a price of USD 100 each token (hereinafter as the “Token Price”). The minimum investment (hereinafter as the “Subscription”) amounts to USD 100,000 per investor. This value applies to other currencies accordingly. At the company’s sole discretion these figures may be waived.
An attorney, accountant, investment adviser or other adviser regarding an investment in the Company and its individual suitability is recommended. Investing in the Tokens involves certain investment risks, including the possible loss of all your investment. See Section “Risk Factors” of the Private Placement Memorandum to read about the important factors to be considered prior to making any investment in the Tokens.
In order to invest in the token, please sign the signature page contained herein.
By executing the signature page contained herein, the Subscription made by the investor becomes irrevocable and, unless the subscription is rejected, or the Offering is withdrawn, the Subscriber will become an investor in this Offering. The Company may reject, in whole or in part, any subscription and at any time, in their absolute discretion for any reason whatsoever, including but not limited to, failure to conform to the requirements of the Offering, insufficient documentation, or oversubscription of the Offering.
In case any question arise, please feel free to contact the Company at r.ramezanian@whiterocks.qa

Important Notices and Certifications

1. Notices The purpose of this document is to determine whether the signatory or the person on whose behalf the documents are being signed is able and appropriately qualified to make an investment in the token under national law and securities laws.
Please only sign this form if you confirm every certification below. In case the questions are not filled in truthfully, there is the possibility of being held legally responsible and sued for damages.
The answers to the questions contained in these documents will be kept strictly confidential. Nevertheless, the Company is authorised to make this statement available, also in confidence, to its Board of Directors or other advisors of the Company to ensure that the offer in question does not contravene any legal provisions in any state pursuant to any given law. 2.Individual Subscribers In the event that the investment is not an individual but a multi- investment, i. e. there is in fact not one but several investors, the individual signing the form must do so only if certifications below are true for every individual participating in the investment. In the event of an infringement, claims for damages may arise. 3.Certifications
By signing the signature page attached below, I certify that I understand and recognize: The Tokens in question qualify as illiquid investments. I bear the economic risks of the investment myself. An established market for the Tokens in question does not exist. Additionally, it is possible that no public market for the Tokens will develop. I consent to the programming of the smart contracts representing the Tokens by the Company with such restrictions as to the transferability of the Tokens (or any part thereof) as any applicable federal or state securities law or any securities law of any other applicable jurisdiction may require from time to time.
I have such knowledge and experience in financial and business matters that I am capable of evaluation the merits and risks of this investment in the Token and I am able to bear respective risks. I have obtained sufficient information from the company to evaluate the merits and risks of this investment. Upon the evaluation of the risks of investing in the Token, I understand that such investment entails considerable risks of loss, which may even lead into a total loss of investment. I hereby state that the investment in the Token is a suitable investment for me.
With my signature, I warrant that the financial information provided in this Subscription Form relating to me as an investor in the Token is 5 complete, true and correct in all material aspects. I have carefully reviewed this Subscription Form as well as the Private Placement Memorandum and assessed the risks inherent in this investment respectively the risks inherent to investments in token in general. I have been given sufficient time and opportunity to review all the information in these documents and collect all the information necessary to accurately assess this investment. All my questions, especially those put to the Company, were answered appropriately and to a sufficient extent. I have been furnished all requested materials, relation to the Company as well as to the offering and investment in the Token as for all other matters. I have not been provided with any other document than this Subscription Form, the Private Placement Memorandum and all documents and agreements referenced therein.
I am acquiring the Tokens equivalent to my investment on my own account and for the sole purpose of investment. I do not intent to resale or distribute all or any part of the Tokens in violation of federal, state or other applicable law.
I understand that my investment is highly speculative and that there is the possibility of a high profit but also a total loss. I am aware that there are higher risks involved in this type of investment than in other types of investment. I am aware of the possibility of a total loss and that I should only conduct this investment if I can afford a total loss.
I understand that Liechtenstein’s Financial Market Authority FMA has not reviewed this business model in total. I have assessed that there cannot be a guarantee that FMA may prohibit the continuing of this token offering. I see the possibility that FMA might classifies the Token differently to the company’s assessment and that – as the case might be – the company would be in need of a certain licence pursuant to such certain national or European law. While I understand that the company will take every step necessary to comply with FMA’s rulings and suggestions, there can be no guarantee that it will be able to do so. I case of such non-compliance with national Liechtenstein or European Law, I understand that this might lead into an involuntary liquidation of the company and potentially to a total loss of the investment.
I understand that the Company needs the full investment amount to complete the planned shrimp farm construction project. In the event that this amount cannot be raised, I understand that the business model cannot be created in the manner described. In the event that the planned investment amount cannot be raised, I am aware that instead of the planned construction, the Company merely can execute another business plan, which may have a fundamental impact on its profitability. I am aware that also in this respect, my investment is subject to several risks and is highly speculative.
I understand that the proceeds from the sale of the Tokens shall be used by the Company in the manner set out under “Use of Proceeds” within the Private Placement Memorandum.
I understand that the Token Price is exclusive of any costs for legal, tax accounting, or financial advice and free of any fees to be paid to any purchaser representative.
ICM Capital, as a representative of an entity of any form, declares the entity being authorized and duly qualified to purchase and hold the Token and that all necessary additional tax and other advice has been requested. The entity’s principal place of business is at its residence address set forth in this Subscription Form. It agrees to supply any additional written information that may be required in order to continue the process to subscribe in the Token.
I, as a representative of that entity of any form, declare to be duly authorized to execute all Transaction Documents on behalf of the entity.
I declare, that all of the information which I have furnished to the Company and which is set forth in the Subscription Form is correct and complete in all material respects as of the date of the Subscription Form. If any material change in this information should occur prior to my subscription being accepted, I will promptly furnish the revised or corrected information. I further agree to be bound by all of the terms and conditions of the Offering and the Transaction Documents. I agree to indemnify and hold harmless the Company and its officers, directors, employees and affiliates from and against all damages, losses, costs and expenses (including reasonable attorneys’ fees and expenses) that they may incur by reason of the failure of the undersigned to fulfil any of the terms or conditions of this Subscription Form or by reason of any breach of the representations and warranties made by the undersigned herein or in any agreement provide by the undersigned to the Company. This Subscription is not transferable or assignable by me without the written consent of the Company.
This Subscription, upon acceptance by the Company, shall be binding upon my heirs, executors, administrators, successors and assigns. This Subscription Form shall be construed in accordance with and governed in all respects by the laws of the Principality of Liechtenstein.
I warrant that my tax-identification number provided during the identity verification procedure is correct.
I warrant that I am not subject to backup withholding.
I warrant that my investment in the Token stands in accordance with the money laundering rules applicable to me. I undertake to provide verification of my identity reasonably satisfactory to the Company promptly upon request. I understand that the Company may require me to provide further evidence in connection with money laundering, identity and other information essential for the execution of the investment due to relevant legislation and regulations. In the event that I did not / did not provide appropriate proof, but such proof was required, I shall indemnify the Company for any missed profit opportunities or losses of any kind, which are based on the fact that the transaction could not be concluded due to this lack of information.
I understand that the Subscription Form relating to the Offering will be irrevocable, and unless the Subscription is rejected or withdrawn, I will become an investor in this Offering. I understand that the Company may reject, in whole or in part, any subscription and at any time, in their absolute discretion for any reason whatsoever, including but not limited to, failure to conform to the requirements of the Offering, insufficient documentation, or oversubscription of the Offering.
I understand that this offer merely relates to potential investors that I meet all relevant qualifications and requirements under the laws, regulations and rules of my local jurisdiction to be entitled to invest in the Tokens offered by the Company. Accredited investors may also invest in the securities.
I understand that, as a Token holder, I am entitled to a certain percentage of the company’s earnings. I do further understand that, as the company continues to sell Tokens, my percentage of the company’s earnings will dilute as will my overall investment in the Company.