Exhibit 10.5


 


Terms and Conditions for Warrants
2019/2022 in Calliditas Therapeutics AB (publ)


 


		1	Definitions



 


In these terms and conditions, the following terms shall have the meaning given below.


 


	Companies Act	the Swedish Companies Act (SFS 2005:551);
	 	 
	Central Securities Depository Company	a company whose articles of association contain an article stating that the company’s shares must be registered in a central securities depository register and whose shares are registered through Euroclear;
	 	 
	Securities Account	an account with Euroclear for registering such financial instruments as referred to in the Swedish Central Securities Depositories and Financial Instruments Accounting Act (1998:1479);
	 	 
	Business Day	a day which is not a Sunday or other public holiday or, with respect to the payment of promissory notes, is not equated with a public holiday in Sweden;
	 	 
	Bank	the bank or account operator which the Company at each time has appointed to handle the administration of the Warrants in accordance with these terms and conditions;
	 	 
	Company	Calliditas Therapeutics AB (publ), company reg. no. 556659-9766;
	 	 
	Euroclear	Euroclear Sweden AB, (the Swedish Central Securities Depository and Clearing Organisation), company reg no 556112-8074;
	 	 
	Listing	listing of shares in the Company on a stock exchange, regulated market, multilateral trading facility within the EEA area or other corresponding market place;
	 	 
	Warrant Holder	a person registered in a Securities Account as the holder of a Warrant;
	 	 
	Subscription	subscription of shares in the Company on exercise of Warrants in accordance with Chapter 14 of the Companies Act;
	 	 
	Exercise Price	the price at which Subscription for new shares may take place on exercise of Warrants;



 






     


     


    

 


	Warrant	the right to subscribe for one newly issued share in the Company in exchange for payment in accordance with these terms and conditions;
	 	 
	Warrant Certificate	a certificate which is linked to a certain number of warrants in accordance with these terms and conditions.


 


		2	Warrants and registration



 


The total number of Warrants amounts
to not more than 1,160,000.


 


In the event the Company is a Central Securities
Depository Company, the board of directors of the Company shall be entitled to resolve that the Warrants be registered on a Securities
Account. In the event such resolution is adopted, no Warrant Certificates or other securities shall be issued. At the request of
the Company, Warrant Holders shall be obliged to surrender immediately to the Company or Euroclear any Warrant Certificates representing
Warrants and to provide the Company with the requisite details of the securities account on which the Warrant Holder’s Warrants
are to be registered.


 


In the event the board of directors of the Company
adopts a resolution in accordance with the second paragraph above, subject to any applicable statutory or regulatory limitations,
the board of directors shall thereafter be at liberty to resolve that the Warrants are no longer to be registered on a Securities
Account.


 


		3	Right to subscribe for new shares



 


Each Warrant entitles the holder thereof to subscribe
for one new share in the Company at an Exercise Price of 160 per cent of the volume-weighted average price of the Company’s
share during the period of ten trading days falling immediately before the offer for subscription of the warrants. The Exercise
Price thus calculated shall be rounded off to the nearest whole SEK 0.10, whereupon SEK 0.05 shall be rounded downwards. The Exercise
Price will not be less than the quota value of the share (Sw. kvotvärde).


 


The Exercise Price and the number of shares for
which each Warrant entitles the holder to subscribe may be recalculated in the circumstances set out in section 8 below.


 


Subscription may only take place in respect of
the entire number of shares for which the total number of Warrants entitles the Warrant Holder to subscribe and which a single
Warrant Holder desires to exercise. On such Subscription, any excess fractions of Warrants which cannot be exercised shall be disregarded.


 


		4	Application for Subscription



 


Application for Subscription of shares may take
place during the period commencing on 1 October 2022 and up to and including 31 December 2022, or such earlier date as
may be determined in accordance with section 8 below. If an application for Subscription is not submitted within the time stated
above, the Warrant shall lapse.


 


The following shall apply in the event the Company
is a Central Securities Depository Company and the Warrants are registered on a Central Securities Depository Account. The Warrants
may be exercised through a written application for Subscription to the Company or to the designated Central Securities Depository
Company. Applications for Subscription are binding and irrevocable.


 






     


     


    

 


In the event the Company is not a Central Securities
Depository Company or if the Warrants are not registered on a Central Securities Depository Account, the Warrants may be exercised
through a written application for Subscription to the Company, stating the number of Warrants which are to be exercised. In conjunction
with a Subscription, the Warrant Holder shall, where applicable, surrender corresponding Warrant Certificates to the Company.


 


		5	Payment for new shares



 


On application for Subscription, payment for the
number of shares which the application for Subscription covers shall be made simultaneously. Payment shall be made in cash to a
bank account designated by the Company.


 


		6	Registration in Securities Account and in the share register



 


Following payment for subscribed shares, Subscription
shall be effected through the registration of the new shares as interim shares in the Company’s share register and on the
respective Warrant Holder’s Securities Account. Following registration with the Swedish Companies Registration Office, the
registration of the new shares in the share register and on Securities Accounts will become definitive. According to section 8
below such registration might in certain circumstances be postponed.


 


		7	Dividends on new shares



 


Shares which are issued following subscription
shall entitle to participation in the distribution of profits for the first time on the nearest record date occurring after the
subscription has been exercised.


 


		8	Recalculation of Exercise Price and the number of shares



 


The following provisions shall govern the rights
that vests in Warrant Holder in the events described below:


 


		A	Bonus issue



 


In the event of a bonus issue, where an application
for Subscription is submitted at such time that the allotment of shares cannot be made on or before the fifth weekday prior to
the general meeting which resolves to make the bonus issue, Subscription shall be effected only after the general meeting has adopted
a resolution approving the bonus issue. Shares which vest pursuant to Subscription effected after the adoption of a resolution
approving the bonus issue shall be registered in the Warrant Holder’s Securities Account as interim shares, and accordingly
such shares shall not entitle the holder thereof to participate in the bonus issue. Definitive registration in Securities Accounts
shall only take place after the record date for the bonus issue.


 


In conjunction with Subscription which is effected
after the adoption of a resolution to make a bonus issue, a recalculated Exercise Price as well as a recalculated number of shares
for which each Warrant entitles the Warrant Holder to subscribe shall be applied. The recalculation shall be carried out by the
Company in accordance with the following formula:


 






     


     


    

 


Recalculated Exercise Price = (previous Exercise
Price) x (the number of shares in the Company prior to the bonus issue) / (the number of shares in the Company after the bonus
issue).


 


Recalculated number of shares for which each Warrant
entitles the Warrant Holder to subscribe = (previous number of shares for which each Warrant entitled the holder to subscribe)
x (the number of shares in the Company after the bonus issue) / (the number of shares in the Company prior to the bonus issue).


 


The Exercise Price and the number of shares which
each Warrant entitles the holder to subscribe for, recalculated as set out above, shall be determined by the Company as soon as
possible after the general meeting has adopted a resolution approving the bonus issue.


 


		B	Reverse share split/share split



 


In the event the Company effects a reverse share
split or share split, the provisions of sub- section A above shall apply mutatis mutandis. The record date shall be deemed to be
the date on which the reverse share split or share split is carried out by Euroclear at the request of the Company.


 


		C	New issue



 


If the Company issues new shares subject to pre-emption
rights for shareholders to subscribe for new shares in exchange for cash payment or by set off, the following shall apply with
respect to the right to participate in the new issue for shareholders whose shares vest as a consequence of Subscription on exercise
of the Warrant:


 


		1.	If the board of directors of the Company has resolved to carry out a new issue conditional upon the approval of the general
meeting of the shareholders or pursuant to authorisation granted by the general meeting of the shareholders, the resolution of
the new issue shall state the last day on which Subscription must be effected in order to entitle the holders of the shares held
pursuant to Subscription according to these terms and conditions to participate in the new issue.



 


		2.	If the general meeting adopts a resolution to issue new shares, where an application for Subscription is submitted at such
time that it cannot be effected on or before the fifth weekday prior to the general meeting which shall resolve on the new issue,
Subscription shall only be effected following the adoption of a resolution with respect thereto by the general meeting. Shares
which vest as a consequence of such Subscription shall be registered in the Securities Account as interim shares, and accordingly
shall not entitle the holders to participate in the new issue. Definitive registration in Securities Accounts shall only take place
after the record date for the new issue.



 


Where Subscription is effected at such time that
no right to participate in the new issue arises, a recalculated Exercise Price as well as a recalculated number of shares for which
each Warrant entitles the holder to subscribe shall apply. Recalculations shall be made by the Company in accordance with the following
formulae:


 






     


     


    

 


Recalculated Exercise Price = (previous Exercise
Price) x (the average quoted price of the share during the subscription period stated in the resolution approving the issue ("average
price of the share")) / (the average price of the share increased by the theoretical value of the subscription right calculated
on the basis thereof).


 


Recalculated number of shares for which each Warrant
entitles the holder to subscribe = (previous number of shares for which each Warrant entitled the holder to subscribe) x (the average
price of the share increased by the theoretical value of the subscription right calculated on the basis thereof) / (the average
price of the share).


 


The average price of the share shall be deemed
to be the equivalent of the average calculated mean value, for each trading day during the subscription period, of the highest
and lowest quoted paid price on that day according to the list on which the shares are quoted. In the absence of a quoted paid
price, the bid price shall form the basis for the calculation. Days on which neither a paid price nor a bid price is quoted shall
be excluded from the calculation.


 


The theoretical value of the subscription right
is calculated in accordance with the following formulae:


 


Theoretical value of subscription right = (the
maximum number of new shares which may be issued pursuant to the resolution approving the issue) x ((the average price of the share)
- (the issue price of the new share)) / (the number of shares prior to the adoption of the resolution approving the issue).


 


If this results in a negative value, the theoretical
value of the subscription right shall be deemed to be zero.


 


The Exercise Price and the number of shares for
which each Warrant entitles the holder to subscribe, recalculated as set out above, shall be determined by the Company two Business
Days after the expiry of the subscription period and shall apply to each Subscription effected thereafter.


 


If the Company’s shares at the time of the
resolution to issue the new share, are not subject to a Listing, a corresponding recalculation of the Exercise Price and the number
of shares for which each Warrant entitles the holder to subscribe shall take place. The recalculation, which shall be made by the
Company, shall be based on the assumption that the value of the Warrants shall remain unchanged.


 


During the period prior to the determination of
the recalculated Exercise Price and the recalculated number of shares for which each Warrant entitles the holder to subscribe,
Subscription shall only be effected on a preliminary basis, whereby the number of shares each Warrant entitles the holder to subscribe
for prior to recalculation shall be registered in the Securities Account on an interim basis. Definitive registration in Securities
Accounts shall be made following determination of the recalculated Exercise Price and the recalculated number of shares for which
each Warrant entitles the holder to subscribe.


 






     


     


    

 


		D	Issue of convertible bonds or warrants in accordance with Chapter 14 and 15 of the Companies Act



 


In the event the Company issues convertible bonds
or warrants, in both cases subject to pre-emption rights for the shareholders to subscribe for such equity related instrument in
exchange for cash payment or by set off, the provisions of sub-section C, first paragraph, sub-paragraphs 1 and 2 shall apply mutatis
mutandis in respect of the right to participate in the issue for any share which has been issued through Subscription.


 


Where Subscription is effected at such time that
no right to participate in the new issue arises, a recalculated Exercise Price as well as a recalculated number of shares for which
each Warrant entitles the holder to subscribe shall apply. Recalculations shall be made by the Company in accordance with the following
formulae:


 


Recalculated Exercise Price = (previous Exercise
Price) x (the average quoted price of the share during the relevant period stated in the resolution approving the issue ("average
price of the share")) / (the average price of the share increased by the value of the subscription right).


 


Recalculated number of shares for which each Warrant
entitles the holder to subscribe = (previous number of shares for which each Warrant entitled the holder to subscribe) x (the average
price of the share increased by the value of the subscription right) / (the average price of the share).


 


The average price of the share shall be calculated
in accordance with the provisions of sub-section C above.


 


The value of the subscription right shall be deemed
to be the equivalent of the average calculated mean value, for each trading day during the subscription period, of the highest
and lowest quoted paid price on that day according to list on which the subscription rights are quoted. In the absence of a quoted
paid price, the quoted bid price shall form the basis for the calculation. Days on which neither a paid price nor a bid price is
quoted shall be excluded from the calculation.


 


If the subscription rights are not subject to
a Listing, the value of the subscription right shall, to the greatest extent possible, be determined based upon the change in the
market value of the Company’s shares which may be deemed to have occurred as a consequence of the issue of the convertible
bonds or warrants.


 


The Exercise Price and the number of shares for
which each Warrant entitles the holder to subscribe, recalculated as set out above, shall be determined by the Company two Business
Days after the expiry of the subscription period and shall apply to each Subscription effected thereafter.


 


If the Company’s shares, at the time of
the resolution to issue the notes, are not subject to a Listing, a corresponding recalculation of the Exercise Price and the number
of shares for which each Warrant entitles the holder to subscribe shall take place. The recalculation, which shall be made by the
Company, shall be based on the assumption that the value of the Warrants shall remain unchanged.


 


Upon Subscription effected during the period prior
to the determination of the recalculated Exercise Price and the recalculated number of shares for which each Warrant entitles the
holder to subscribe, the terms and conditions in sub-section C paragraph 10 shall apply.


 






     


     


    

 


		E	Other offers to shareholders



 


Where the Company, in circumstances other than
those referred to in sub-sections A-D above, makes offers to the shareholders, subject to pre-emption rights for the shareholders
in accordance with the principles set out in Chapter 13, section 1 of the Companies Act, to acquire securities or rights of any
type from the Company or resolves, in accordance with the principles mentioned above, to distribute such securities or rights to
the shareholders without consideration, in conjunction with Subscription which is effected at such time that the shares thereby
received do not entitle the holder to participate in the offer, a recalculated Exercise Price as well as a recalculated number
of shares for which each Warrant entitles the holder to subscribe shall apply. Recalculations shall be made by the Company in accordance
with the following formulae:


 


Recalculated Exercise Price = (previous Exercise
Price) x (the average quoted price of the share during the application period for the offer ("average price of the share"))
/ (the average price of the share increased by the value of the right to participate in the offer (“value of the purchase
right”).


 


Recalculated number of shares for which each Warrant
entitles the holder to subscribe = (previous number of shares for which each Warrant entitled the holder to subscribe) x (the average
price of the share increased by the value of the purchase right) / (the average price of the share).


 


The average price of the share shall be calculated
in accordance with the provisions of sub-section C above.


 


Where shareholders have received purchase rights
and trading in these has taken place, the value of the right to participate in the offer shall be deemed to be equivalent to the
value of the purchase rights. For this purpose, the value of the purchase right shall be deemed to be equivalent to the average
calculated mean value, for each trading day during the application period, of the highest and lowest quoted paid price during the
day according to list on which the purchase rights are quoted. In the absence of a quoted paid price, the quoted bid price shall
form the basis for the calculation. Days on which neither a paid price nor a bid price is quoted shall be excluded from the calculation.


 


If the shareholders do not receive purchase rights
or where such trading in purchase rights as referred to in the preceding paragraph otherwise does not take place, the recalculation
of the Exercise Price shall be made as far as possible by applying the principles set out above in this sub-section E and the following
shall apply. Where listing of the securities or rights offered to the shareholders takes place, the value of the right to participate
in the offer shall be deemed to be equivalent to the average calculated mean value, for each trading day during the period of 25
trading days calculated from the first day of listing, of the highest and lowest transaction prices quoted for trades in such securities
or rights reduced, where appropriate, by the consideration paid for these in conjunction with the offer. In the absence of a quoted
paid price, the quoted bid price shall form the basis for the calculation. Days on which neither a paid price nor a bid price is
quoted shall be excluded from the calculation of the value of the right to participate in the offer. In the recalculation of the
Exercise Price and the number of shares for which each Warrant entitles the holder to subscribe, the period of 25 trading days
referred to above shall be deemed to be the application period determined for the offer pursuant to the first paragraph of this
Section E.


 






     


     


    

 


Where no listing of such securities or rights
offered to the shareholders takes place, the value of the right to participate in the offer shall, to the greatest extent possible,
be determined based on the change in the market value of the Company’s shares which may be deemed to have occurred as a consequence
of the offer.


 


The Exercise Price and the number of shares for
which each Warrant entitles the holder to subscribe, recalculated in accordance with the above, shall be determined by the Company
as soon as possible after it becomes possible to calculate the value of the right to participate in the offer.


 


If the Company’s shares, at the time of
the offer, are not subject to a Listing, a corresponding recalculation of the Exercise Price and the number of shares for which
each Warrant entitles the holder to subscribe shall take place. The recalculation, which shall be made by the Company, shall be
based on the assumption that the value of the Warrants shall remain unchanged.


 


Upon Subscription effected during the period prior
to the determination of the recalculated Exercise Price and the recalculated number of shares for which each Warrant entitles the
holder to subscribe, the terms and conditions in sub-section C paragraph 10 shall apply.


 


		F	Equal treatment of Warrant Holders and shareholders



 


Where the Company issues new shares or makes an
issue pursuant to Chapters 14 or 15 of the Companies Act, with pre-emption rights for shareholders to subscribe for equity related
instruments in exchange for cash payment, the Company may grant all Warrant Holders the same pre-emption rights as the shareholders.
In conjunction therewith, each Warrant Holder, irrespective of whether subscription for shares has been made, shall be deemed to
be the owner of the number of shares which such Warrant Holder would have received, had Subscription on the basis of the Warrant
been effected in respect of the Exercise Price, and the number of shares for which each Warrant entitles the holder to subscribe,
in effect at the time of the resolution to issue the shares.


 


If the Company resolves to make an offer to the
shareholders as described in sub-section E above, what has been stated in the preceding paragraph shall apply mutatis mutandis.
However, the number of shares of which each warrant holder shall be deemed to be the owner shall, in such circumstances, be determined
on the basis of the Exercise Price, and the number of shares for which each Warrant entitles the holder to subscribe, in effect
at the time of the resolution to make the offer.


 


If the Company resolves to grant the warrant holders
pre-emption rights in accordance with the provisions set out in this sub-section F, no recalculation as set out in sub-sections
C, D, or E above of the Exercise Price and the number of shares for which each Warrant entitles the holder to subscribe for shall
be made.


 






     


     


    

 


		G	Dividend



 


If the Company resolves to pay a cash dividend
to shareholders resulting in that the shareholders receive dividends which, together with other dividends paid out during the same
financial year, exceed 5 per cent of the average price of the share during a period of 25 trading days immediately prior to the
day on which the board of directors in the Company publishes its intention to propose such dividend to the shareholders’
meeting, a recalculated Exercise Price and a recalculated number of shares shall be applied in connection with application for
subscription which occurs in such time that a share thereby received does not provide a right to receipt of such dividend. The
recalculations shall be based on the part of the aggregate dividend amount which exceeds 3 per cent of the average price of the
share during the abovementioned period (extraordinary dividend). The recalculations shall be made by the Company in accordance
with the following formulae:


 


Recalculated Exercise Price = (previous Exercise
Price) x (the average quoted price of the share during a period of 25 trading days calculated from the day on which the share is
listed without any right to the extraordinary dividend (the “average price of the share”)) /(the average price of the
share increased by the extraordinary dividend paid out per share) .


 


Recalculated number of shares for which each warrant
entitles the holder to subscribe = (previous number of shares for which each warrant entitles the holder to subscribe) x (the average
price of the share increased by the extraordinary dividend paid out per share) / (the average price of the share).


 


The average price of the share shall be calculated
in accordance with the provisions set out in sub-section C above.


 


The Exercise Price and number of shares, recalculated
as set out above, shall be determined by the Company two business days after the expiry of the above-mentioned period of 25 trading
days and shall apply to each subscription effected thereafter.


 


During the period prior to the determination of
the recalculated Exercise Price and the recalculated number of shares, Subscription shall be effected in accordance with the provisions
in sub-section C last section above.


 


		H	Reduction of share capital



 


If the Company’s share capital is reduced
though a repayment to the shareholders, and such reduction is compulsory, a recalculated Exercise Price and a recalculated number
of shares for which each Warrant entitles the holder to subscribe, shall be applied.


 


The recalculations shall be made by the Company
in accordance with the following formulae:


 


Recalculated Exercise Price = (previous Exercise
Price) x (the average quoted price of the share during a period of 25 trading days calculated from the day on which the share is
listed without any right to participate in the distribution (the “average price of the share”)) /(the average price
of the share increased by the amount repaid per share).


 


Recalculated number of shares for which each Warrant
entitles the holder to subscribe = (previous number of shares for which each Warrant entitled the holder to subscribe) x (the average
price of the share increased by the amount repaid per share) / (the average price of the share).


 






     


     


    

 


The average price of the share is calculated in
accordance with the provisions set out in sub-section C above.


 


In carrying out the recalculations according to
the above and where the reduction is made through redemption of shares, instead of using the actual amount which is repaid for
each share, an amount calculated as follows shall be applied:


 


Calculated amount to be repaid for each share
= (the actual amount repaid for each redeemed share reduced by the average market price of the share during a period of 25 trading
days immediately prior to the day on which the share is listed without any right to participate in the reduction (the “average
price of the share”)) / (the number of shares of the Company which carry an entitlement to the redemption of one share, reduced
by 1).


 


The average exchange price is calculated in accordance
with the provisions set out in sub-section C above.


 


The Exercise Price and number of shares for which
each Warrant entitles the holder to subscribe, recalculated as set out above, shall be determined by the Company two Business Days
after the expiry of the above-mentioned period of 25 trading days, and shall apply to each Subscription effected thereafter.


 


During the period prior to the determination of
the recalculated Exercise Price and the recalculated number of shares, Subscription shall be effected in accordance with the provisions
in sub-section C last section above.


 


If the Company’s share capital is reduced
through redemption of shares with repayment to the shareholders, where such reduction is not compulsory, but where, in the opinion
of the Company, the reduction, due to its technical structure and its financial effects, is equivalent to a compulsory reduction,
the recalculation of the Exercise Price and the number of shares for which each Warrant entitles the holder to subscribe shall
be made, to the greatest extent possible, in accordance with the principles stated above in this sub-section H.


 


If the Company’s shares, at the time of
the reduction of the share capital, are not subject to a Listing, a corresponding recalculation of the Exercise Price and the number
of shares for which each Warrant entitles the holder to subscribe shall take place. The recalculation, which shall be made by the
Company, shall be based on the assumption that the value of the Warrants shall remain unchanged.


 


		I	Recalculation shall give a reasonable result



 


Should the Company take actions such as those
stated in sub-sections A-E, G or H above and if, in the Company’s opinion, application of the recalculation formula established
for such action, taking into account the technical framework of such action or for other reasons, could not be made or would result
in the Warrant Holders receiving, in relation to the shareholders, economic compensation that is not reasonable, the Company shall,
subject to prior written approval by the board of directors of the Company, make the recalculation of the Exercise Price, and the
number of shares for which each Warrant entitles the holder to subscribe, in such a manner as the Company determines is appropriate
to ensure that the recalculation gives a reasonable result.


 






     


     


    

 


		J	Rounding off



 


On recalculation of the Exercise Price in accordance
with the above, the Exercise Price shall be rounded off to the nearest SEK 0.10, for which purposes SEK 0.05 shall be rounded downwards
and the number of shares shall be rounded off to two decimal places.


 


		K	Mergers according to Chapter 23, section 15 of the Companies Act



 


In the event the general meeting approves a merger
plan in accordance with Chapter 23, section 15 of the Companies Act, pursuant to which the Company is to be merged into another
company, applications for Subscription may not thereafter be made.


 


Not later than one month prior to a final determination
by the Company in respect of a merger as set forth above, notice shall be given to Warrant Holders in accordance with section 11
below in respect of the proposed merger. Such notice shall include the main aspects of the proposed merger plan and a reminder
that applications for Subscription may not be made following a final decision regarding the merger in accordance with the provisions
set forth in the preceding paragraph.


 


In the event the Company gives notice regarding
a proposed merger in accordance with the above, each Warrant Holder, irrespective of that which is set forth in section 4 above
regarding the earliest time at which applications for Subscription may be made, shall be entitled to apply for Subscription commencing
on the date on which notice is given regarding the proposed merger, provided that it is possible to effect Subscription not later
than the fifth weekday prior to the general meeting at which the merger plan, pursuant to which the Company is to be merged into
another company, is to be approved.


 


		L	Mergers according to Chapter 23, Section 28 of the Companies Act



 


If the Company draws up a merger plan in accordance
with Chapter 23, Section 28 of the Companies Act, the following shall apply.


 


If the parent company holds all Shares in the
Company and the board of directors of the Company announces its intention to draw up a merger plan according the provisions of
Chapter 23, Section 28 of the Companies Act, then the Company if the last date for Subscription according to section 4 above
occurs after such announcement, shall determine a new last date for notification of Subscription (the final date). The final date
shall occur within 60 days from the announcement.


 


If a shareholder (the majority shareholder) alone,
or jointly with subsidiaries, holds a sufficient portion of all Shares in the Company entitling the majority shareholder the right
to initiate compulsory acquisition according to applicable laws of the remaining Shares in the Company and if the majority shareholder
announces its intention to initiate compulsory acquisition, the preceding sub-paragraph shall apply.


 


In the event the announcement has been made in
accordance with what is stated in this sub-section L, shall - irrespective of what is stated in section 3 above regarding the
earliest date for notification of Subscription – the Warrant Holder be entitled to make such notification up to the final
date. The Company shall not later than four weeks prior to the final date by notification according to section 11 below remind
the Warrant Holder of such right and that notification of Subscription is not permitted after the final date.


 






     


     


    

 


		M	Division



 


Where the general meeting adopts a resolution
to approve a division plan pursuant to Chapter 24, section 17 of the Companies Act, pursuant to which a proportion of the assets
and liabilities of the Company are taken over by two or more other companies, a recalculated Exercise Price and a recalculated
number of shares for which each Warrant entitles the Warrant Holder to subscribe shall be calculated. The provisions of sub-section
G regarding Dividend shall then apply mutatis mutandis. The recalculation shall be based on the proportion of the assets and liabilities
of the Company that are taken over by the transferee company or companies.


 


Where all assets and liabilities of the companies
are taken over by two or more other companies, on paying consideration to the shareholders of the Company, the provisions of sub-section
M below regarding liquidation shall apply mutatis mutandis. Inter alia, this means that the right to demand Subscription shall
terminate simultaneously with the registration in accordance with Chapter 24, section 27 of the Companies Act and that the Warrant
Holder shall be notified no later than four weeks before the division plan shall be submitted for approval to the general meeting.


 


		N	Liquidation



 


If it is resolved that the Company be put into
liquidation, for whatever reason, Subscription may not take place thereafter. The right to demand Subscription shall terminate
simultaneously with the adoption of the resolution to put the Company in liquidation, irrespective of whether such resolution has
become final.


 


Not later than four weeks prior to the adoption
of a resolution by a general meeting in respect of whether or not the Company should be put into liquidation in accordance with
Chapter 25 of the Companies Act, the Warrant Holders shall be notified with respect to the planned liquidation in accordance with
section 10 below. The notice shall state that subscription may not take place following the adoption of the resolution in respect
of liquidation.


 


If the Company gives notice of a planned liquidation
pursuant to the above, the Warrant Holders shall, notwithstanding the provisions of section 4 in respect of the earliest date for
application for Subscription, be entitled to apply for Subscription commencing on the day on which the notice is given, provided
that Subscription may be effected not later than prior to the general meeting at which the resolution regarding the liquidation
of the Company shall be addressed.


 


Notwithstanding the provisions above pursuant
to which Subscription may not take place after the adoption of a resolution regarding liquidation, the right to subscribe shall
be reinstated in the event the liquidation is not carried out.


 


		O	Insolvent liquidation



 


If the Company is put into insolvent liquidation,
Subscription may not take place through the exercise of Warrants. Where, however, the decision to put the Company into insolvent
liquidation is set aside by a higher court, subscription rights shall be reinstated.


 






     


     


    

 


		P	Change
                                         of Control



 


In the event a shareholder, as a result of a public
takeover according to the Act (2006:451) on public takeover on the stock market, or any other type of transaction, directly or
indirectly, holds more than 50 percent in the Company (”Change of Control Event”), each Warrant Holder, irrespective
of that which is set forth in section 4 above regarding the earliest time at which applications for Subscription may be made, shall
be entitled to apply for Subscription commencing on the date on which disclosure is made by the shareholder regarding the Change
of Control Event.


 


		9	Special undertaking by the Company



 


The Company undertakes not to take any measures
set forth in section 8 above that would result in an adjustment of the Exercise Price to an amount less than the from time to time
prevailing quota value of the Share.


 


		10	Nominees



 


According to Chapter 3 section 7 of the Central
Securities Depositories and Financial Instruments Accounts Act (1998:1479), a legal entity shall be entitled to be registered as
nominee. Such a nominee shall be regarded as a Warrant Holder for the purposes of the application of these terms and conditions.


 


		11	Notices



 


Notices concerning the Warrants shall be sent
to a Warrant Holder to the email address notified in writing to the Company or board of directors (or such other email or postal
address that the Company is aware of).


 


		12	Right to represent Warrant Holders



 


The Bank shall be entitled to represent Warrant
Holders in matters of a formal nature concerning the Warrants without special authorisation from the Warrant Holders.


 


		13	Amendments to terms and conditions



 


The Company’s board of directors shall be
entitled to amend the terms and conditions of the Warrants to the extent required by legislation, decisions of courts of law or
decisions of governmental authorities or where otherwise, in the Company's opinion, such is necessary or expedient for practical
reasons and provided that the rights of the Warrant Holders are in no way prejudiced.


 


		14	Confidentiality



 


The Company and Euroclear may not, without authorisation,
disclose information regarding the Warrant Holders to any third party. The Company shall have access to information contained in
the register of warrants held by Euroclear which sets out the persons registered as holders of Warrants.


 






     


     


    

 


		15	Limitation of liability



 


In respect of measures which it is incumbent on
the Company, Euroclear or the Bank to take in accordance with the terms and conditions of the Warrants, taking into consideration
the provisions of the Central Securities Depositories and Financial Instruments Accounts Act (1998:1479), neither the Company,
Euroclear nor the Bank shall be liable for loss which arises as a consequence of Swedish or foreign legislation, the actions of
Swedish or foreign governmental authorities, acts of war, strikes, blockades, boycotts, lockouts, or other similar circumstances.
The reservation in respect of strikes, blockade, boycotts, and lockouts shall apply notwithstanding that the Company, Euroclear
or the Bank is itself the subject of, or effects, such measures.


 


Nor shall Euroclear be liable for loss which arises
under other circumstances provided Euroclear has duly exercised normal caution. The Company and the Bank shall also enjoy a corresponding
limitation of liability. In addition, under no circumstances shall the Company or the Bank be liable for indirect loss.


 


If the Company, Euroclear or the Bank is unable
to perform its obligations as a consequence of a circumstance specified in the first paragraph, such performance may be postponed
until such time as the cause for the impediment has terminated.


 


		16	Applicable law and forum



 


These terms and conditions and any related legal
matters shall be governed by Swedish law. Legal proceedings relating to these terms and conditions shall be brought before the
Stockholm District Court or such other forum as is accepted in writing by the Company.