Verse Embedded Test — verse | Art Technologies Ltd.

Important disclaimer for investment in Art Technologies Limited

Art Technologies Limited (the “Company”), the group parent company for all of Verse’s operating activities, is offering a limited number of sophisticated private investors the opportunity to invest into its share capital, subject to each investor passing the appropriate compliance checks and documentation. If these checks and documentation are not completed to the Company’s satisfaction, funds will be returned to the investors in question. We expect that the legal form of the investment subscription will be a Convertible Loan Note ("CLN"). The CLN will convert into Ordinary Shares and we will follow up with further documentation in due course.

Details of the investment opportunity and further information about the Company have been disclosed to all potential investors. The distribution of the Company’s information and documents, and the offer or sale of the investment, may be restricted by law in certain jurisdictions and the Company’s offer does not form an offer or invitation by Art Technologies to sell the investment in any jurisdiction in which such offer or invitation is not authorised or to any person to whom it is unlawful to make such an offer. Individuals into whose possession the Company’s information or documents comes are required by the Company to inform themselves of and to observe any such restrictions. The Company’s information and documents are not intended for distribution to the public and are confidential. They may not be reproduced, redistributed or published, in whole or in part, for any purpose without the written permission of the Company, and the Company accepts no liability arising from the actions of third parties in this respect. Information and documentation provided to investors as part of the offer are to the best of the Company’s knowledge fair and accurate at the time of writing, but the Company is not guaranteeing or warranting any of this information.

The Company’s information and documents may contain certain forward-looking statements relating to the Company that are based on the beliefs of the Company as well as assumptions made by and information currently available to the Company. These forward-looking statements are, by their nature, subject to significant risks and uncertainties. These forward-looking statements include, without limitation, statements relating to the Company’s business prospects, future developments, trends and conditions in the industry and geographical markets in which the Company operates, its strategies, plans, objectives and goals, its ability to control costs, statements relating to prices, volumes, operations, margins, overall market trends, risk management and exchange rates. Forward-looking statements can be identified by the use of terminology such as, but not limited to, “project”, “intend”, “aim”, “anticipate”, “estimate”, “plan”, “believe”, “expect”, “may”, “should”, “will”, “continue”, “annualised”, “secure” or similar words. These statements discuss future expectations concerning the results of operations or financial conditions, or provide other forward-looking statements. These forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control, and which may cause actual results to differ materially from those expressed in the statements contained in the Company’s information and documents. Investors are cautioned not to put undue reliance on forward-looking statements.

The value of an investment in Art Technologies Limited can increase or decrease substantially with no prior warning. There are no guarantees that an investment will make a positive financial return, or for how long the investment ownership period will last. The Company is a private limited company in the UK and there is no liquid market for the sale of shares held by its investors. The most likely opportunity to monetise an investment in the Company would be a sale of the Company at some point in the future. If the Company becomes profitable and starts paying dividends or making distributions to ordinary shareholders, then investors holding Ordinary Shares will of course be entitled to their share of these proceeds, subject to the applicable legal, regulatory, and financial approvals.