Exhibit 4.4


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of July [__], 2021, is by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”,
also referred to herein as the “Transfer Agent”).


 


WHEREAS, the Company is engaged in an initial public
offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one
share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”) and one-half of one
redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue
and deliver up to 7,500,000 warrants (or up to 8,625,000 warrants if the Over-Allotment Option (as defined below) is exercised in full)
to public investors in the Offering (the “Public Warrants”); and


 


WHEREAS, on May 7, 2021, the Company entered into
those certain Private Placement Warrants Purchase Agreements with each of Water by Nordic AB, a Swedish limited liability company (the
“Sponsor”) and byNordic Holdings LLC (“byNordic Holdings”), pursuant to which the
Sponsor and byNordic Holdings agreed to purchase an aggregate of 5,050,000 warrants (or up to 5,500,000 warrants if the Over-Allotment
Option is exercised in full) simultaneously with the closing of the Offering bearing the legend set forth in Exhibit B hereto (the
“Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant; and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor
or certain of the Company’s executive officers and directors may, but are not obligated to, make non-interest bearing loans to the
Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000
warrants at a price of $1.00 per warrant at the option of the lender (the “Working Capital Warrants”); and


 


WHEREAS, following consummation of the Offering,
the Company may issue additional warrants (“Post IPO Warrants”; together with the Private Placement Warrants,
the Working Capital Warrants and the Public Warrants, the “Warrants”) in connection with, or following the consummation
by the Company of, a Business Combination; and


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-248488 (the “Registration
Statement”) and prospectus (the “Prospectus”), for the registration, under the Securities Act
of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Common Stock included
in the Units; and


 


WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; and


 


WHEREAS, the Company desires to provide for the
form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of
rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done and
performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this
Agreement.


 






     


     


    

 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent. The Company
hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment
and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1 Form of Warrant. Each Warrant shall
be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the Board,
President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person
whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of
issuance.


 


2.2 Effect of Countersignature. If a physical
certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant certificate shall be
invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant Register. The Warrant Agent
shall maintain books (the “Warrant Register”) for the registration of original issuance and the registration
of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the
names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent
by the Company. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry
Warrant Certificate”) deposited with The Depository Trust Company (the “Depositary”) and registered
in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on,
and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry
Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution, with respect to a Warrant in
its account, a “Participant”).


 


If the Depositary subsequently ceases to make its
book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements
for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public
Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant
Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary
definitive certificates in physical form evidencing such Warrants (“Definitive Warrant Certificate”). Such Definitive
Warrant Certificate shall be in the form annexed hereto as Exhibit A, with appropriate insertions, modifications and omissions,
as provided above.


 


2.3.2 Registered Holder. Prior to due presentment
for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant
is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of
each Warrant represented thereby (notwithstanding any notation of ownership or other writing on a Definitive Warrant Certificate made
by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4 Detachability of Warrants. The Common
Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus or, if
such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for
normal business (a “Business Day”), then on the immediately succeeding Business Day following such date, or
earlier (the “Detachment Date”) with the consent of Keefe, Bruyette & Woods, Inc. and Drexel Hamilton, LLC,
as representatives of the several underwriters (the “Representatives”), but in no event shall the Common Stock
and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a current report on Form 8-K with the
Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including
the proceeds received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering
(the “Over-Allotment Option”), if the Over-Allotment Option is exercised prior to the filing of the current
report on Form 8-K, and (B) the Company issues a press release and files with the Commission a current report on Form 8-K announcing when
such separate trading shall begin.


 






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2.5 No Fractional Warrants Other Than as Part
of Units. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one share
of Common Stock and one-half of one Public Warrant. If, upon the detachment of Public Warrants from Units or otherwise, a holder of Warrants
would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to
be issued to such holder.


 


2.6 Private Placement Warrants and Working
Capital Warrants. The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except
that so long as they are held by the Sponsor, byNordic Holdings or any Permitted Transferees (as defined below), as applicable, the Private
Placement Warrants and the Working Capital Warrants may not be transferred, assigned or sold until thirty (30) days after the completion
by the Company of an initial Business Combination; provided, however, that the Private Placement Warrants and the Working
Capital Warrants and any shares of Common Stock held by the Sponsor, byNordic Holdings or any Permitted Transferees, as applicable, and
issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:


 


(a) to the Company’s officers or directors,
any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or byNordic Holdings
or to any member(s) of the Sponsor or byNordic Holdings or any of their affiliates, officers, directors and direct and indirect equityholders;


 


(b) in the case of an individual, by gift to a member
such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family,
an affiliate of such individual or to a charitable organization;


 


(c) in the case of an individual, by virtue of the
laws of descent and distribution upon death of such person;


 


(d) in the case of an individual, pursuant to a qualified
domestic relations order;


 


(e) by private sales or transfers made in connection
with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased;


 


(f) in the event of the Company’s liquidation
prior to consummation of the Company’s Business Combination;


 


(g) by virtue of the laws of the State of Delaware
or byNordic Holdings’ limited liability company agreement upon dissolution of byNordic Holdings; or


 


(h) by virtue of the laws of Sweden or the Sponsor’s
articles of association upon dissolution of the Sponsor;


 


provided, however, that, in each case these permitted
transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be
bound by the transfer restrictions in this Agreement.


 


2.7 Working Capital Warrants. The Working
Capital Warrants shall be identical to the Private Placement Warrants.


 


2.8 Post-IPO Warrants. The Post-IPO Warrants,
when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.


 






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3. Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each whole Warrant shall
entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the
number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean
the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion
may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business
Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders
of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.


 


3.2 Duration of Warrants. A Warrant may
be exercised only during the period (the “Exercise Period”) commencing on the later of: (i) the date that is
thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
or (ii) the date that is twelve (12) months from the date of the closing of the Offering, and terminating at 5:00 p.m., New York City
time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business
Combination, (y) the liquidation of the Company if the Company fails to complete a Business Combination, or (z) the Redemption Date (as
defined below) as provided in Section 6.2 hereof (the “Expiration Date”); provided, however,
that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2
below with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined
below) to the extent then held by the original purchasers thereof or their Permitted Transferees in the event of a redemption (as set
forth in Section 6 hereof), each outstanding Warrant not exercised on or before the Expiration Date shall become void, and all
rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration
Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that
the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and,
provided further that any such extension shall be identical in duration among all the Warrants.


 


3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject to the provisions
of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its
corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Book-Entry
Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary
to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from
time to time, (ii) an election to purchase (“Election to Purchase”) shares of Common Stock pursuant to the exercise
of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the
case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s procedures,
and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any and all
applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the
issuance of such shares of Common Stock, as follows:


 


(a) by certified check payable to the order of the
Warrant Agent or by wire transfer;


 


(b) in the event of a redemption pursuant to Section
6 hereof in which the Company’s board of directors (the “Board”) has elected to require all holders
of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of
Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants,
multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection 3.3.1(b)
by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(b) and Section 6.3, the “Fair Market Value”
shall mean the average last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the
date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; or


 


(c) as provided in Section 7.4 hereof.


 






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3.3.2 Issuance of Shares of Common Stock on Exercise.
As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is
pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate,
as applicable, for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may
be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant,
as applicable, for the number of shares of Common Stock as to which such Warrant shall not have been exercised. If fewer than all the
Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary,
its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining
after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant
to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities
Act with respect to the shares of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current,
subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall
not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise
has been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence
of the Registered Holder of the Warrants, except pursuant to Section 7.4. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant
and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have
paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. In no event will the Company be
required to net cash settle the Warrant exercise. The Company may require holders of Warrants to settle the Warrant on a “cashless
basis” pursuant to subsection 3.3.1(b) and Section 7.4. If, by reason of any exercise of Warrants on a “cashless
basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share
of Common Stock, the Company shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.


 


3.3.3 Valid Issuance. All shares of Common
Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid and non-assessable.


 


3.3.4 Date of Issuance. Each person in whose
name any book-entry position or certificate, as applicable, for shares of Common Stock is issued shall for all purposes be deemed to have
become the holder of record of such shares of Common Stock on the date on which the Warrant, or book-entry position representing such
Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case
of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the Company
or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares of Common Stock
at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.


 


3.3.5 Maximum Percentage. A holder of a Warrant
may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however,
no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made
by a holder, the Warrant Agent shall not affect the exercise of the holder’s Warrant, and such holder shall not have the right to
exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates),
to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may
specify) (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person
and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the
determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the
remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including,
without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise
analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely
on the number of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly
report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public
announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common
Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2)
Business Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the
Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By
written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to
such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company.


 






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4. Adjustments.


 


4.1 Stock Dividends.


 


4.1.1 Split-Ups. If after the date hereof,
and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by a stock dividend
payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar event, then, on the effective date of such
stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased
in proportion to such increase in the outstanding shares of Common Stock. A rights offering to holders of the Common Stock entitling holders
to purchase shares of Common Stock at a price less than the “Fair Market Value” (as defined below) shall be deemed a stock
dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such
rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for
the Common Stock) and (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided
by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into
or exercisable for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value”
means the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day
prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way,
without the right to receive such rights.


 


4.1.2 Extraordinary Dividends. If the Company,
at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other
assets to the holders of the Common Stock on account of such shares of Common Stock (or other shares of the Company’s capital stock
into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as
defined below), (c) to satisfy the redemption rights of the holders of the Common Stock in connection with a proposed initial Business
Combination, (d) as a result of the repurchase of shares of Common Stock by the Company if a proposed Business Combination is presented
to the stockholders of the Company for approval, (e) to satisfy the redemption rights of the holders of Common Stock in connection with
a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of
the Company’s obligation to redeem 100% of the public shares of Common Stock if the Company does not complete the Business Combination
within the period set forth in the Company’s amended and restated certificate of incorporation or (f) in connection with the redemption
of public shares of Common Stock upon the failure of the Company to complete its initial Business Combination and any subsequent distribution
of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount
of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each share
of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends
and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution
(as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends
or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise
of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 






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4.2 Aggregation of Shares. If after the
date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased
by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the
effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.


 


4.3 Adjustments in Exercise Price.


 


4.3.1 Whenever the number of shares of Common Stock
purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant
Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x)
the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to
such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 


4.3.2 If (i) the Company issues additional shares
of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock for capital raising purposes
in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share
of Common Stock, with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such
issuance to the Sponsor, byNordic Holdings or their affiliates, without taking into account any founder shares held by such holder or
affiliates, as applicable, prior to such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial
Business Combination on the date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price
of the Common Stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the
initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted
(to the nearest cent) to be equal to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price
(as defined below) shall be adjusted to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 


4.4 Replacement of Securities upon Reorganization,
etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change under subsections
4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the
case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than
a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants
shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and
in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would
have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”
); provided, however, that if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount
of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other
assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average
of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such
election. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then
such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section
4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In
no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 






    7


     


    

 


4.5 Notices of Changes in Warrant. Upon
every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise of a Warrant, the Company shall give
written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase
or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified
in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to
each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date
of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.6 No Fractional Shares. Notwithstanding
any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares of Common Stock upon the exercise
of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon
the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest
whole number the number of shares of Common Stock to be issued to such holder.


 


4.7 Form of Warrant. The form of Warrant
need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the
same Warrant Price and the same number of shares of Common Stock as is stated in the Warrants initially issued pursuant to this Agreement;
provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the
Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.8 Other Events. In case any event shall
occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable,
but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate
the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants,
investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment
to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine
that an adjustment is necessary, the terms of such adjustment, provided, however, that under no circumstances shall the Warrants be adjusted
pursuant to this Section 4.8 as a result of any issuance of securities in connection with the Business Combination. The Company shall
adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.9 No Adjustment. For the avoidance of
doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the Company’s
Class B common stock (the “Class B Common Stock”) into shares of Common Stock or the conversion of the shares
of Class B Common Stock into shares of Common Stock, in each case, pursuant to the Company’s Charter, as amended from time to time.


 


5. Transfer and Exchange of Warrants.


 


5.1 Registration of Transfer. The Warrant
Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant
for transfer, in the case of certificated Warrants, properly endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and
the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon request.


 


5.2 Procedure for Surrender of Warrants.
Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant
Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any
Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive Warrant Certificate
may be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a
nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer
bears a restrictive legend (as in the case of the Private Placement Warrants and the Working Capital Warrants), the Warrant Agent shall
not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the
Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 






    8


     


    

 


5.3 Fractional Warrants. The Warrant Agent
shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or
book-entry position for a fraction of a warrant.


 


5.4 Service Charges. No service charge
shall be made for any exchange or registration of transfer of Warrants.


 


5.5 Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required
to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply
the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6 Transfer of Warrants. Prior to the
Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and
only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on
the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing,
the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.


 


6. Redemption.


 


6.1 Redemption. Not less than all of the
outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration,
at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below, at
the price of $0.01 per Warrant (the “Redemption Price”), provided that the last sales price of the Common Stock
reported has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof) (the “Redemption
Trigger Price”), on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading
day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering
the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the
30-day Redemption Period (as defined in Section 6.2 below) or the Company has elected to require the exercise of the Warrants on
a “cashless basis” pursuant to subsection 3.3.1; provided, however, that if and when the Public Warrants become redeemable
by the Company, the Company may not exercise such redemption right if the issuance of shares of Common Stock upon exercise of the Warrants
is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration
or qualification.


 


6.2 Date Fixed for, and Notice of, Redemption.
In the event that the Company elects to redeem all of the Warrants, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30)
days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants
to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided
shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.


 


6.3 Exercise After Notice of Redemption.
The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection 3.3.1(b) of this Agreement)
at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption
Date. In the event that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis”
pursuant to subsection 3.3.1, the notice of redemption shall contain the information necessary to calculate the number of shares
of Common Stock to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined in
subsection 3.3.1(b) hereof) in such case. On and after the Redemption Date, the record holder of the Warrants shall have no further
rights except to receive, upon surrender of the Warrants, the Redemption Price.


 






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7. Other Provisions Relating to Rights of Holders
of Warrants.


 


7.1 No Rights as Stockholder. A Warrant
does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without limitation, the
right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders
in respect of the meetings of stockholders or the election of directors of the Company or any other matter.


 


7.2 Lost, Stolen, Mutilated, or Destroyed Warrants.
If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise
as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant
of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be
at any time enforceable by anyone.


 


7.3 Reservation of Common Stock. The Company
shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall be sufficient
to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4 Registration of Common Stock; Cashless
Exercise at Company’s Option.


 


7.4.1 Registration of the Common Stock. The
Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business
Combination, it shall use its best efforts to file with the Commission a registration statement for the registration, under the Securities
Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to
become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the
expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared
effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during
the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement
being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration
statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,”
by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for
that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock
underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (as defined below)
by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume
weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date
that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The
date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection
with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion
of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants
on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii)
the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who
is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor statute)) of the Company and, accordingly,
shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless
and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration
obligations under the first three sentences of this subsection 7.4.1.


 






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7.4.2 Cashless Exercise at Company’s Option.
If the Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the
definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may,
at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1 and (ii) in the event the
Company so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration, under
the Securities Act, of the Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary.
If the Company does not elect at the time of exercise to require a holder of Warrants who exercises Warrants to exercise such Warrants
on a “cashless basis,” it agrees to use its best efforts to register or qualify for sale the Common Stock issuable upon exercise
of the Warrant under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available.


 


8. Concerning the Warrant Agent and Other Matters.


 


8.1 Payment of Taxes. The Company shall
from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance
or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes
in respect of the Warrants or such shares of Common Stock.


 


8.2 Resignation, Consolidation, or Merger of
Warrant Agent.





 


8.2.1 Appointment of Successor Warrant Agent.
The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities
hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the
Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation
or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the
Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office
in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject
to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the
authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named
as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all
the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company
shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


8.2.2 Notice of Successor Warrant Agent. In
the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the
Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3 Merger or Consolidation of Warrant Agent.
Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any
merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without
any further act.


 


8.3 Fees and Expenses of Warrant Agent.


 


8.3.1 Remuneration. The Company agrees to
pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations
under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the
execution of its duties hereunder.


 






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8.3.2 Further Assurances. The Company agrees
to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other
acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions
of this Agreement.


 


8.4 Liability of Warrant Agent.


 


8.4.1 Reliance on Company Statement. Whenever
in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by
the Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the
Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered
in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2 Indemnity. The Warrant Agent shall be
liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent
and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted
by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct
or bad faith.


 


8.4.3 Exclusions. The Warrant Agent shall
have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except
its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions
of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence
of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as
to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether
any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.


 


8.5 Acceptance of Agency. The Warrant Agent
hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth
and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay
to the Company, all monies received by the Warrant Agent for the purchase of shares of Common Stock through the exercise of the Warrants.


 


8.6 Waiver. The Warrant Agent has no right
of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of,
the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company
and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim
against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and
any and all rights to seek access to the Trust Account.


 


9. Miscellaneous Provisions.


 


9.1 Successors. All the covenants and provisions
of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors
and assigns.


 






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9.2 Notices. Any notice, statement or demand
authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent),
as follows:


 


byNordic Acquisition Corporation


c/o Pir 29


Einar Hansens Esplanad 29


211 13 Malmö


Sweden


Attention: Michael Hermansson


 


Any notice, statement or demand authorized by
this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given
when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Compliance Department


 


9.3 Applicable Law. The validity, interpretation,
and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be
brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum.


 


9.4 Persons Having Rights under this Agreement.
Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the
Registered Holders of the Warrants and, for purposes of Sections 7.4, 9.4 and 9.8, the Representatives, any right, remedy, or claim under
or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and, for purposes
of Sections 7.4, 9.4 and 9.8, the Representatives, and their successors and assigns and of the Registered Holders of the Warrants.


 


9.5 Examination of the Warrant Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City
and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit
such holder’s Warrant for inspection by the Warrant Agent.


 


9.6 Counterparts. This Agreement may be
executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


9.7 Effect of Headings. The section headings
herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 






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9.8 Amendments. This Agreement may be amended
by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing any ambiguity, or curing, correcting
or supplementing any defective provision or any mistake including, without limitation, to conform the terms of this Agreement to the description
of the terms of the Warrants and this Agreement in the Prospectus, or adding or changing any other provisions with respect to matters
or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely
affect the interest of the Registered Holders, and (ii) to provide for the delivery of Alternative Issuance pursuant to Section 4.4. All
other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require
the vote or written consent of the Registered Holders of a majority of the then outstanding Public Warrants. Any amendment solely to the
Private Placement Warrants or the Working Capital Warrants shall require the vote or written consent of a majority of the holders of the
then outstanding Private Placement Warrants or the Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the
Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the
consent of the Registered Holders.


 


9.9 Severability. This Agreement shall
be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 




    14


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.


 


	 	BYNORDIC ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	Name:  	Michael Hermansson
	 	Title:	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Warrant Agreement]


 




    15


     


    

 


EXHIBIT A


 


[Form of Warrant Certificate]


 


[FACE]


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO





THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR





IN THE WARRANT AGREEMENT DESCRIBED BELOW





BYNORDIC ACQUISITION CORPORATION





Incorporated Under the Laws of the State of Delaware


 


CUSIP 124420 118


 


Warrant Certificate


 


This Warrant Certificate certifies that 
                  , or registered assigns, is the registered holder of warrant(s) evidenced
hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001
par value per share (“Common Stock”), of byNordic Acquisition Corporation, a Delaware corporation
(the “Company”). Each whole Warrant entitles the holder, upon exercise during the period set forth in the Warrant
Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth
below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant
Agreement, payable in lawful money (or through “cashless exercise” as provided for in the
Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the
office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined
terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially exercisable for
one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant. If, upon the
exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company will, upon exercise,
round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder. The number of shares of
Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant
Agreement.


 


The initial Exercise Price per share of Common
Stock for any Warrant is equal to $11.50 per whole share. The Exercise Price is subject to adjustment upon the occurrence of certain events
set forth in the Warrant Agreement.


 






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Subject to the conditions set forth in the Warrant
Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become void.


 


Reference is hereby made to the further provisions
of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as
though fully set forth at this place.


 


This Warrant Certificate shall not be valid unless
countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate shall be governed by
and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


 


	 	BYNORDIC ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	Name: 	 Michael Hermansson
	 	Title:	 Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    17


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to
be issued pursuant to a Warrant Agreement dated as of July [__], 2021 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent
(the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and
made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised at any time during the
Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together
with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in
the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the
holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating
to the shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The Warrant Agreement provides that upon the occurrence
of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject
to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued
to the holder of the Warrant.


 


Warrant Certificates, when surrendered at the
principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney
duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like
number of Warrants.


 


Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the
limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.


 


The Company and the Warrant Agent may deem and
treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for
all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants
nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 






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Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, to receive                  shares of
Common Stock and herewith tenders payment for such shares of Common Stock to the order of byNordic Acquisition Corporation (the ”Company”)
in the amount of $         in accordance with the terms hereof. The undersigned requests that a certificate for
such shares of Common Stock be registered in the name of                 , whose address
is                  and that such shares of Common Stock be delivered to     
                             whose address is   
             . If said number of shares of Common Stock is less than all of the shares of Common Stock
purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common
Stock be registered in the name of                 , whose address is     
                    and that such Warrant Certificate be delivered to     
           , whose address is                 .


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required cashless exercise
pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common Stock
that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this Warrant is
exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise
and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented
by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If
said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the
cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common
Stock be registered in the name of                 , whose address is     
                    and that such Warrant Certificate be delivered to     
           , whose address is                 .


 


[Signature Page Follows]


 




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	Date:                , 2021	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)
	Signature Guaranteed:	 
	 	 
	 	 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM,
PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).


 




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EXHIBIT B


LEGEND


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG
BYNORDIC ACQUISITION CORPORATION (THE “COMPANY”), WATER BY NORDIC AB AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED
BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES
ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE
(AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON
STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT
TO BE EXECUTED BY THE COMPANY.”


 


 


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