1) Rules on redemption
Redemption at the request of shareholders in connection with business combination
In conjunction with the Company publishing the notice of a general meeting of shareholders, where the business combination is to be approved, Class A shareholders will be able to request redemption of A shares up to at most the number of A shares issued by the Company. In connection with publication of the notice of the general meeting where the business combination is to be approved, the shareholder will during a period from the notice of the shareholders meeting until the trading day before the general meeting be able to notify to the Company that all of the shareholder’s Class A shares are to be redeemed. This requires that redemption is requested for all Class A shares held (and thus not only part of the A shares held) and that the shareholder has voted no to the resolution at the general meeting on the business combination. This can take place either through the investor himself or herself voting no at the general meeting or giving another person a power of attorney to vote accordingly.
The redemption amount per redeemed Class A share shall be SEK 100.
Notification of redemption is irrevocable in accordance with the terms and conditions below. Notification must be made in writing in the stipulated way on the form provided by the Company.
After any notifications for redemption of Class A shares received, the Board shall decide on redemption and undertake requisite measures to execute redemption within  calendar days after the general meeting has approved the business combination or at the latest [five] weekdays after completion of the business combination. In the event of such day of execution not being a banking day, execution shall take place on the immediately preceding banking day. No interest will be paid on the redemption amount.
The resolution on redemption may only be made after the Board has confirmed that the following conditions have been met:
In the event that any of the circumstances according to V a-b above justify the redemption of a smaller number of A shares than in the notifications received, the Board, or the general meeting, shall decide to redeem the highest number of shares that can be redeemed. In these cases, the Board shall decide to redeem any remaining shares notified for redemption as soon as this can take place.
In the event of more A shares being notified for redemption than can be redeemed in accordance with V a-b above, allocation of which A shares are to be redeemed shall take place in relation to the number of shares that each shareholder has notified for redemption at the end of the notification period. If the allocation as above cannot be made exactly, the Board shall decide on allocation by lot of the excess Class A shares to be redeemed.
The right for A shareholders to request redemption in certain conditions ceases after the business combination has been completed.
Redemption at the request of the Company if no business combination takes place
Provided that no business combination has taken place that complies with the threshold value according to Nasdaq Nordic’s rules at the latest by 31 December 2023 and the Company still has funds left received from investors in the IPO for the Company’s A shares, the Board, or the general meeting, shall resolve to redeem all A shares. The resolution for redemption may be made at the earliest on 31 December 2023.
The redemption amount per redeemed A share shall be SEK 100.
Payment of the redemption amount shall be made at the latest 30 calendar days after the settlement date for redemption. No interest shall be paid on the redemption amount.
2) Subscription Warrant programe
Terms and conditions for Investor Warrants 1 (Subscription Warrant series 2021:2) and 2 Subscription Warrant series 2021:3)
Each Class A share has a predetermined right to receive one (1) non-chargeable Investor Warrant 1 (Subscription Warrant series 2021:2) based on the holding on a record date that falls [35 days after the first day of trading, which is expected to be [●] July 2021. It is intended that Investor Warrant 1 be admitted for trading on Nasdaq Stockholm in connection with the Offering [and the Stabilization Period] being completed, which is expected to be [●] July 2021. Four (4) Investor Warrants 1 entitle to subscription to one (1) new Class A share at a subscription price of SEK 115 until and including 30 June 2026.
The Company is not entitled to demand redemption of Investor Warrants 1 in the corresponding way as for Investor Warrants 2 (see below for the Company’s right to redeem Investor Warrants 2).
Furthermore, Class A shares and the holders of Class A shares who own shares on a record date which is to be planned as soon as practically possible after a Business Combination has been completed are entitled to receive one (1) non-chargeable Investor Warrant 2. It is intended that these Investor Warrants 2 be admitted for trading on Nasdaq Stockholm in connection with their being allocated to Class A shareholders and that a Business Combination has been completed. Four (4) Investor Warrants 2 entitle to subscription to one (1) new Class A share at a subscription price of SEK 115 until and including 30 June 2026.
If the closing price for the Class A shares amounts to at least SEK 180 for 20 trading days during a period of 30 trading days, the Company has the right to call for the redemption of Investor Warrants 2 in exchange for SEK 0.01 per Investor Warrant 2. If the Company calls for redemption as above, the Warrant Holder has the right to subscribe to Class A shares for a period of 30 trading days from notification of redemption of Investor Warrants 2. In connection with subscription in the event of the Company’s request for redemption of Investor Warrants 2, the Company has the right to decide if the Warrant Holder shall (I) receive a cash settlement for an amount equal to the difference between SEK 115 and SEK 180, (ii) be allowed to execute the subscription of the Class A shares, or (iii) complete the subscription through a net strike. Such decision is binding on the Warrant Holder.
For further information on Investor Warrants, see the sections “Share Capital and Ownership Structure – Convertibles, Subscription Warrants etc. – Subscription Warrants of Series 2021:2 and 2021:3 – Investor Warrants” in the prospectus.
Subscription Warrants of Series 2021:1 – Sponsor Warrants
The Sponsors have subscribed to 2,000,000 Sponsor Warrants at a price of SEK 10 per Sponsor Warrant. In this way, the Company has been provided with SEK 20,000,000.
Each Sponsor Warrant entitles the holder to subscribe to one new Class B share at a subscription price of SEK 115 from [30 June] 2021 to  June 2026 inclusive, provided that a Business Combination has taken place.
The Board of the Company may also decide that the holder of Sponsor Warrants has the right to subscribe to a recalculated number of Class B shares at a recalculated subscription price, referred to as net strike, as below.
When calculating net strike, all Sponsor Warrants held by one and the same Warrant Holder shall be recalculated applying the net strike formula whereupon the aggregate number of Class B shares that may be subscribed to, after recalculation, pursuant to the Sponsor Warrants held, shall be rounded off to the nearest whole Class B share.
For additional information about the Sponsor Warrants, see the sections “Share Capital and Ownership Structure – Convertibles, Subscription Warrants etc. – Subscription Warrants of Series 2021:1 Sponsor Warrants” in the prospectus.”