Exhibit 10.11

 


SECOND AMENDED & RESTATED FORWARD PURCHASE
AGREEMENT

 


This Second Amended & Restated Forward Purchase Agreement (as the
same may be further amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”)
is entered into and effective as of [ ], 2021, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”),
and Rothesay Investment Sarl SPF (the “Purchaser”).

 


Recitals


 


WHEREAS, the Company was incorporated for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has filed with the U.S. Securities
and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-248488) (the “Registration
Statement”) for its initial public offering (“IPO”) of 15,000,000 units (or 17,250,000 units if the underwriters’
over-allotment option (the “IPO Over-Allotment Option”) is exercised in full) (the “Public Units”)
at a price of $10.00 per Public Unit, each Public Unit comprised of one share of Class A common stock, par value $0.0001 per share, of
the Company (the “Class A Common Stock,” and the shares of Class A Common Stock included in the Public Units, the “Public
Shares”), and one-half of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one share of
Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment as described in the Registration Statement, and only
whole redeemable warrants are exercisable (the “Warrants”);

 


WHEREAS, the Company shall privately place 850,000
shares of Class A Common Stock (or to the extent the underwriters of the Company’s initial public offering exercise their over-allotment
option, up to 940,000 shares of Class A Common Stock) (the “Private Shares”) in private placement transactions occurring
simultaneously with the closing of the IPO pursuant to securities purchase agreements, dated as of [ ], 2021, entered into with each of
the Sponsor, byNordic Holdings LLC and byNordic Holdings II LLC;


 


WHEREAS, following the closing of the IPO (the
“IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, the parties previously entered into the
Forward Purchase Agreement, dated as of March 29, 2021 (the “Original Agreement”), as such Original Agreement was
amended and restated pursuant to the Amended and Restated Forward Purchase Agreement, dated as of July 14, 2021 (the “First
Amended and Restated Agreement”), pursuant to which concurrently with the closing of the Company’s initial Business Combination
(the “Business Combination Closing”), the Company may elect to issue and sell to the Purchaser, and the Purchaser
may elect to purchase from the Company, on a private placement basis, the number of shares of Class A Common Stock (the “Forward
Purchase Shares”) determined pursuant to Sections 1(a)(ii), (iii) and (iv) hereof on the terms and conditions
set forth herein;

 


WHEREAS, proceeds from the IPO and the sale of
the Private Shares in an aggregate amount equal to will be deposited into a trust account for the benefit of the holders of the Public
Shares (the “Trust Account”), as described in the Registration Statement; and


 


WHEREAS, the parties desire to amend and restate
the First Amended and Restated Agreement in the manner set forth in this Agreement pursuant to Section 9(l) of the Original Agreement.

 






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NOW, THEREFORE, in consideration of the premises,
representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree to amend and restate the Original Agreement as follows:


 


Agreement 


1. Sale and Purchase.




 


(a)  Forward Purchase Shares. 



 


(i) Subject to Sections 1(a)(ii), (iii) and (iv)
and the other terms and conditions set forth herein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, up to a maximum of 1,000,000 Forward Purchase Shares (the “Maximum Shares”) for a purchase price
of $10.00 USD per Forward Purchase Share (the “Forward Purchase Price”), or $10,000,000 USD in the aggregate.


 


(ii) The number of Forward Purchase Shares to be issued and sold by
the Company and purchased by the Purchaser hereunder shall be determined as follows:


 


(A) As soon as reasonably practicable, but in no event less than twenty
(20) Business Days (as defend below) after the Company has identified a target for the initial Business Combination and that target has
indicated a willingness to enter into definitive negotiations for the initial Business Combination, the Company shall provide the Purchaser
with written notice (the “Initial Company Notice”) setting forth (i) the number of Forward Purchase Shares that it
desires to offer to the Purchaser for purchase pursuant to this Agreement; provided, however, that such number shall in
no event exceed the Maximum Shares, provided, further, however, that the number of Forward Purchase Shares that the Company elects
to offer to the Purchaser for purchase shall be determined by the Company’s independent directors comprising the Company’s
audit committee; provided, further, however, that, for the avoidance of doubt, the Company may elect to offer no Forward Purchase
Shares for purchase by the Purchaser pursuant to this Agreement; (ii) the identity of the counterparty or parties to the initial Business
Combination (the “Target”), and (iii) the proposed timeline for the initial Business Combination. Along with delivery
of the Initial Company Notice, the Company shall provide the Purchaser such other information related to the initial Business Combination
that the Company determines is appropriate, including such other information as the Purchaser (or any applicable Transferee pursuant to
Section 4(b) hereof) may request in writing. The Company shall keep the Purchaser informed of the progress of the negotiations
with the Target, and shall regularly update the information provided to the Purchaser as may be necessary to keep the Purchaser fully
informed of the status of the Target and the initial Business Combination.


 


(B) The Company shall deliver written notice to the Purchaser of the
entry into one or more definitive binding agreements with the Target for the initial Business Combination promptly following the entry
into such definitive binding agreements. Prior to the later of twenty (20) Business Days after this written notification to the Purchaser
or twenty (20) Business Days before the Business Combination Closing, the Purchaser shall provide the Company with written notice of the
decision of its investment committee or other committee with decision-making authority (the “Investment Committee”)
as to the approval or non-approval of the purchase of Forward Purchase Shares, and, in the case of approval, the amount of Forward Purchase
Shares that the Purchaser intends to purchase. For the avoidance of doubt, if the Purchaser provides the Company with written notice of
the decision of its Investment Committee as to the non-approval of Forward Purchase Shares, the Purchaser shall have no obligation to
purchase Forward Purchase Shares hereunder and shall not purchase Forward Purchase Shares hereunder. Written notice to the Company of
Purchaser’s approval of the purchase of the specified amount of Forward Purchase Shares shall constitute the binding obligation
of the Purchaser to purchase the Forward Purchase Shares indicated in its written notice to the Company, subject to the terms and conditions
of this Agreement. The determination of the Purchaser’s Investment Committee as to whether, and how much, of the Forward Purchase
Shares offered to the Purchaser are to be purchased by the Purchaser shall be made in the Investment Committee’s sole and absolute
discretion.








 






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(iii) At least ten (10) Business Days before the Business Combination
Closing, the Company shall provide the Purchaser with an updated written notice (the “Final Company Notice”) including:


 


(A) its determination of the number of Forward Purchase Shares that
it desires the Purchaser to purchase pursuant to this Agreement, which shall not exceed the number of Forward Purchase Shares indicated
on the Purchaser’s notice of the decision of its Investment Committee, or its determination that it does not desire the Purchaser
to purchase any Forward Purchase Shares pursuant to this Agreement;


 


(B) the anticipated date of the Business Combination Closing; and


 


(C) instructions for wiring the Forward Purchase Price in the manner
set forth in Section 1(a)(iv).


 


(iv) The closing of the sale of Forward Purchase Shares if Forward
Purchase Shares are to be sold pursuant to this Agreement (the “Forward Closing”) shall be held on the same date and
concurrently with the Business Combination Closing (such date being referred to as the “Forward Closing Date”). At
least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver to the Company the Forward Purchase Price for
the Forward Purchase Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in
such written notice to be held in escrow without the payment of interest thereon until the Forward Closing on the Forward Closing Date.
Immediately prior to the Forward Closing on the Forward Closing Date, (i) the Forward Purchase Price shall be released from escrow automatically
and without further action by the Company or the Purchaser, and (ii) upon such release, the Company shall issue the Forward Purchase Shares
to the Purchaser in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state
or federal securities laws), registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or
to a custodian designated by the Purchaser, as applicable. In the event the Business Combination Closing does not occur within five (5)
Business Days of the date scheduled for closing, the Forward Closing shall not occur and the Company shall promptly (but not later than
one (1) Business Day thereafter) return the Forward Purchase Price to the Purchaser. For purposes of this Agreement, “Business
Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions
are generally authorized or required by law or regulation to close in the City of New York, New York excluding as a result of “stay
at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the
closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems,
including for wire transfers, of commercially banking institutions in the City of New York, New York are generally open for use by customers
on such day.


 


(b) Legends. Each register and book entry for the Forward Purchase
Shares shall contain a notation, and each certificate (if any) evidencing the Forward Purchase Shares shall be stamped or otherwise imprinted
with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF THE SECURITIES ACT OR SUCH OTHER LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SECOND AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT,
DATED AS OF NOVEMBER [ ], 2021, BY AND BETWEEN THE HOLDER AND THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST
TO THE SECRETARY OF THE COMPANY.”

 


(c) Legend Removal. If the Forward Purchase Shares are eligible
to be sold without restriction under, and without the Company being in compliance with the current public information requirements of,
Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), then, at the Purchaser’s request,
the Company will, at its sole expense, cause the Company’s transfer agent to remove the legend set forth in Section 1(b)
hereof. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel
to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required
by the transfer agent, that authorize and direct the transfer agent to transfer such Forward Purchase Shares without any such legend;
provided, however, that the Company will not be required to deliver any such opinion, authorization or certificate or direction if it
reasonably believes that removal of the legend could reasonably be expected to result in or facilitate transfers of Forward Purchase Shares
in violation of applicable law.


 


(d) Registration Rights. The Purchaser shall have registration rights
with respect to the Forward Purchase Shares as set forth the registration rights agreement referenced in Section 4 hereof (the
“Registration Rights”).


 






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2. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Company as follows, as of the date hereof and as of the Forward Closing Date:


 


(a) Organization and Power. The Purchaser is duly organized,
validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to
carry on its business as presently conducted and as proposed to be conducted.


 


(b) Authorization. The Purchaser has full power and authority
to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding
obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies,
or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable federal or state
securities laws.


 


(c) Governmental Consents and Filings. No consent, approval,
order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental
authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement.


 


(d) Compliance with Other Instruments. The execution,
delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated
by this Agreement will not result in any violation or default


 


(i) of any provisions of its organizational documents, (ii) of any
instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or
mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is
a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser,
in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the
transactions contemplated by this Agreement.


 


(e) Purchase Entirely for Own Account. This Agreement is made
with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this
Agreement, the Purchaser hereby confirms, that the Forward Purchase Shares to be acquired by the Purchaser will be acquired for investment
for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof
in violation of any state or federal securities laws, and that the Purchaser has no present intention of reselling, granting any participation
in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser
does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations
to such Person or to any third Person, with respect to any of the Forward Purchase Shares.


 


(f) Disclosure of Information. The Purchaser has had an opportunity
to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Forward Purchase
Shares, as well as the terms of the Company’s proposed IPO, with the Company’s management.


 


(g) Restricted Securities. The Purchaser understands that the
offer and sale of the Forward Purchase Shares to the Purchaser has not been, and will not be, registered under the Securities Act, by
reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona
fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands
that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that,
pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified
by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that
the Company has no obligation to register or qualify the Forward Purchase Shares, or any shares of Class A Common Stock into which the
Forward Purchase Shares may be converted or exercised, for resale, except for the Registration Rights. The Purchaser further acknowledges
that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Forward Purchase Shares, and on requirements relating to the Company
which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser
acknowledges that the Company filed the Registration Statement. The Purchaser understands that the offering of the Forward Purchase Shares
is not, and is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of
the Securities Act with respect to the Forward Purchase Shares.


 






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(h) No Public Market. The Purchaser understands that no public
market now exists for the Forward Purchase Shares, and that the Company has made no assurances that a public market will ever exist for
the Forward Purchase Shares.


 


(i) High Degree of Risk. The Purchaser understands that its
agreement to purchase the Forward Purchase Shares involves a high degree of risk which could cause the Purchaser to lose all or part of
its investment.


 


(j) Accredited Investor. The Purchaser is an “accredited
investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


 


(k) No General Solicitation. Neither the Purchaser, nor any
of its officers, directors, employees, agents, shareholders or partners has either directly or indirectly, including, through a broker
or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward
Purchase Shares.


 


(l) Residence. The Purchaser’s principal place of business
is the office or offices located at the address of the Purchaser set forth on the signature page hereof.


 


(m) Non-Public Information. The Purchaser acknowledges its obligations
under applicable securities laws with respect to the treatment of non-public information relating to the Company.


 


(n) Adequacy of Financing. At the time of the Forward Closing,
the Purchaser will have available to it sufficient funds to satisfy its obligations under this Agreement.


 


(o) No Other Representations and Warranties; Non-Reliance. Except
for the specific representations and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant
hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s Affiliates (the “Purchaser
Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to
the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations
and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant
hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been
made by the Company, any person on behalf of the Company or any of the Company’s Affiliates (collectively, the “Company
Parties”).


 


3. Representations and Warranties of the Company. The
Company represents and warrants to the Purchaser as of the date hereof and (except as indicated below) as of the Forward Closing Date
as follows:


 


(a) Incorporation and Corporate Power. The Company is duly incorporated
and validly existing and in good standing as a corporation under the laws of the State of Delaware and has all requisite corporate power
and authority to carry on its business as presently conducted and as proposed to be conducted. The Company has no subsidiaries.


 


(b) Capitalization. On the date hereof, the authorized share
capital of the Company consists of:


 


(i) 100,000,000 shares of Class A Common Stock, none of which are issued
and outstanding.


 


(ii) 10,000,000 shares of Class B common stock, par value $0.0001 per
share, of the Company (the “Class B Common Stock”), 5,750,000of which are issued and outstanding (up to 750,000 shares
of which are subject to forfeiture by the Sponsor, byNordic Holdings LLC, a Delaware limited liability company and byNordic Holdings II
LLC, a Delaware limited liability company, depending on the extent to which the IPO Over-Allotment Option is exercised), which will automatically
convert into shares of Class A Common Stock at the time of the initial Business Combination. All of the outstanding shares of Class B
Common Stock have been duly authorized, are fully paid and non-assessable and were issued in compliance with all applicable federal and
state securities laws.


 






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(iii) 1,000,000 shares of preference stock, none of which are issued
and outstanding.


 


(c) Authorization. All corporate action required to be taken
by the Company’s Board of Directors and shareholders in order to authorize the Company to enter into this Agreement and to issue
the Forward Purchase Shares at the Forward Closing has been taken or will be taken prior to the Forward Closing. All action on the part
of the shareholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance
of all obligations of the Company under this Agreement to be performed as of the Forward Closing, and the issuance and delivery of the
Forward Purchase has been taken or will be taken prior to the Forward Closing. This Agreement, when executed and delivered by the Company,
shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms
except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general
application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained
in the Registration Rights may be limited by applicable federal or state securities laws.


 


(d) Valid Issuance of Securities. The Forward Purchase Shares,
when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued,
fully paid and nonassessable, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with
respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable
state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations
of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will
be issued in compliance with all applicable federal and state securities laws.


 


(e) Governmental Consents and Filings. Assuming the accuracy
of the representations and warranties made by the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of
the Company in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to Regulation
D of the Securities Act, and applicable state securities laws, if any, and pursuant to the Registration Rights.


 


(f) Compliance with Other Instruments. The execution, delivery
and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any violation
or default (i) of any provisions of the Company’s memorandum and articles of association, as it may be amended from time to time
(the “Charter”), or other governing documents of the Company, (ii) of any material instrument, judgment, order, writ
or decree to which the Company is a party or by which it is bound, (iii) under any material note, indenture or mortgage to which the Company
is a party or by which it is bound, (iv) under any material lease, agreement, contract or purchase order to which the Company is a party
or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Company.


 


(g) Operations. As of the date hereof, the Company has not conducted,
and prior to the IPO Closing the Company will not conduct, any operations (including any discussions regarding a potential Business Combination)
other than organizational activities and activities in connection with offerings of its securities.


 


(h) No General Solicitation. Neither the Company, nor any of
its officers, directors, employees, agents or shareholders has either directly or indirectly, including, through a broker or finder (i)
engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase
Shares.


 


(i) Compliance with Anti-Money Laundering Laws. The operations
of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements
and all applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations, including those of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by
any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering
Laws is pending or, to the knowledge of the Company, threatened.


 






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(j) Absence of Litigation. There is no action, suit, proceeding,
inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to
the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether
of a civil or criminal nature or otherwise, in their capacities as such.


 


(k) No Other Representations and Warranties; Non-Reliance. Except
for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant
hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty
with respect to the Company, this offering, the proposed IPO or a potential Business Combination, and the Company Parties disclaim any
such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section
2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that
they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.


 


4. Registration Rights; Transfer


 


(a) Registration Rights. The Purchaser shall be granted registration
rights by the Company with respect to the Forward Purchase Shares pursuant to a registration rights agreement to be entered into with
the Company, a form of which has been filed with the Registration Statement (the “Registration Rights”).


 


(b) Transfer. This Agreement and all of the Purchaser’s
rights and obligations hereunder (including the Purchaser’s obligation to purchase the Forward Purchase Shares) may be transferred
or assigned, at any time and from time to time, in whole or in part, to one or more Affiliates of the Purchaser (each such transferee,
a “Transferee”). Upon any such assignment:


 


(i) the applicable Transferee shall execute a signature page to this
Agreement, substantially in the form of the Purchaser’s signature page hereto (the “Joinder Agreement”), which
shall reflect the number of Forward Purchase Shares to be purchased by such Transferee (the “Transferee Securities”),
and, upon such execution, such Transferee shall have all the same rights and obligations of the Purchaser hereunder with respect to the
Transferee Securities, and references herein to the “Purchaser” shall be deemed to refer to and include any such Transferee
with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and
agreements of the Purchaser and any such Transferee shall be several and not joint and shall be made as to the Purchaser or any such Transferee,
as applicable, as to itself only; and


 


(ii) upon a Transferee’s execution and delivery of a Joinder
Agreement, the number of Forward Purchase Shares to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward
Purchase Shares to be purchased by the applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced
by the Purchaser and the Company amending Schedule A to this Agreement to reflect each transfer and updating the “Number
of Forward Purchase Shares” and “Aggregate Purchase Price for Forward Purchase Shares” on the Purchaser’s signature
page hereto to reflect such reduced number of Forward Purchase Shares, and the Purchaser shall be fully and unconditionally released from
its obligation to purchase such Transferee Securities hereunder. For the avoidance of doubt, this Agreement need not be amended and restated
in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed
by each of the Purchaser and the Company upon the occurrence of any such transfer of Transferee Securities.


 


For purposes of this Agreement, (i) “Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled
by or is under common control with the first mentioned Person, where “control” means the possession, directly or indirectly,
of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise;
and (ii) Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
and unincorporated organization, any other entity or any government or any department or agency thereof.


 






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5. Additional Agreements, Acknowledgements and Waivers of the Purchaser.


 


(a) Lock-up; Transfer Restrictions. The Purchaser agrees that
it shall not Transfer any Forward Purchase Shares until thirty (30) days after the completion of the initial Business Combination. Notwithstanding
the foregoing, Transfers of the Forward Purchase Shares are permitted (any such transferees, the “Permitted Transferees”):
(A) to the Company’s officers or directors, any Affiliates or family members
of any of the Company’s officers or directors, any members of the Purchaser, or any affiliates of the Purchaser, (B) in the case
of an individual, by gift to a member of one of the members of the individual’s immediate family or to a trust, the beneficiary
of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (C)
in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (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 the initial
Business Combination at prices no greater than the price at which the Forward Purchase Shares were originally purchased; (F) in the event
of the Company’s liquidation prior to the completion of the Company’s initial Business Combination; (G) in the event of the
Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s
stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property subsequent to the
completion of the initial Business Combination; (H) as a distribution to limited partners, members or shareholders of the Purchaser; (I)
to the Purchaser’s Affiliates, to any investment fund or other entity controlled or managed by the Purchaser or any of its Affiliates,
or to any investment manager or investment advisor of the Purchaser or an affiliate of any such investment manager or investment advisor;
(J) to a nominee or custodian of a Person to whom a disposition or transfer would be permissible under clauses (A) through (I) above;
(K) to the Purchaser or any Transferee hereunder; (L) by virtue of the laws of the Purchaser’s jurisdiction of formation or its
organizational documents upon dissolution of the Purchaser; and (M) pursuant to an order of a court or regulatory agency; provided, however,
that in the case of clauses (A) through (E) and (H) through (L) these Permitted Transferees must enter into a written agreement agreeing
to be bound by these transfer restrictions. “Transfer” shall mean the (x) sale or assignment of, offer to sell,
contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose
of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a
call equivalent position (within the meaning of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder) with respect to, any of the Forward Purchase Shares (excluding any pledges in the ordinary
course of business for bona fide financing purposes or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Forward Purchase Shares, whether
any such transaction is to be settled by delivery of such Forward Purchase Shares, in cash or otherwise, or (z) public announcement of
any intention to effect any transaction specified in clause (x) or (y).


 


(b) Trust Account.


 


(i) The Purchaser hereby acknowledges that it is aware that the Company
will establish the Trust Account for the benefit of its public shareholders upon the IPO Closing. The Purchaser, for itself and its Affiliates,
hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset
of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may
have in respect of any Public Shares held by it.


 


(ii) The Purchaser hereby agrees that it shall have no right of set-off
or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby
irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and
liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim
against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the
Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the
Purchaser may have in respect of any Public Shares held by it.


 


(c) No Material Non-Public Information. The Company agrees that
no information provided to the Purchaser in connection with this Agreement will, upon the IPO Closing, constitute material non-public
information of the Company.


 






    8


     


    

 


6. Nasdaq Listing. The Company will use commercially
reasonable efforts to effect the listing of the Class A Common Stock and Public Warrants on the Nasdaq Global Capital Market (or
another national securities exchange) at and after the time of the IPO Closing.


 


7. Forward Closing Conditions.


 


(a) The obligation of the Purchaser to purchase the Forward Purchase
Shares at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of
the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser upon written notice
to the Company:


 


(i) The Business Combination shall be consummated substantially concurrently
with the purchase of the Forward Purchase Shares;


 


(ii) The Purchaser and any applicable Transferee shall have obtained
the approval of their respective Investment Committee to consummate the purchase of the Forward Purchase Shares hereunder as contemplated
by Section 1(a)(ii) hereof and the Purchaser and any applicable Transferee shall have delivered to the Company notices of such
approvals;


 


(iii) The Company shall have delivered to the Purchaser a certificate
issued by the Secretary of State of the State of Delaware dated within five (5) Business Days of the Forward Closing evidencing the Company’s
good standing;


 


(iv) The representations and warranties of the Company set forth in
Section 3 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Forward
Closing Date, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other
than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such
specified date), except where the failure to be so true and correct would not have a material adverse effect on the Company or its ability
to consummate the transactions contemplated by this Agreement;


 


(v) The Company shall have performed, satisfied and complied in all
material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with
by the Company at or prior to the Forward Closing; and


 


(vi) No order, writ, judgment, injunction, decree, determination, or
award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial,
or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward
Purchase Shares.


 


(b) The obligation of the Company to sell the Forward Purchase Shares
at the Forward Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following
conditions, any of which, to the extent permitted by applicable laws, may be waived by the Company upon written notice to the Purchaser:


 


(i) The Business Combination shall be consummated substantially concurrently
with the purchase of Forward Purchase Shares;


 


(ii) The representations and warranties of the Purchaser set forth
in Section 2 of this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Forward
Closing Date, as applicable, with the same effect as though such representations and warranties had been made on and as of such date (other
than any such representation or warranty that is made by its terms as of a specified date, which shall be true and correct as of such
specified date), except where the failure to be so true and correct would not have a material adverse effect on the Purchaser or its ability
to consummate the transactions contemplated by this Agreement;


 






    9


     


    

 


(iii) The Purchaser shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied
with by the Purchaser at or prior to the Forward Closing; and


 


(iv) No order, writ, judgment, injunction, decree, determination, or
award shall have been entered by or with any governmental, regulatory, or administrative authority or any court, tribunal, or judicial,
or arbitral body, and no other legal restraint or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward
Purchase Shares.


 


8. Termination. This Agreement may be terminated at any time
prior to the Forward Closing:


 


(a) by mutual written consent of the Company and the Purchaser;


 


(b) automatically


 


(i) if the IPO is not consummated on or prior to March 31, 2021; or

 


(ii) if the Business Combination is not consummated within fifteen
(15) months from the closing of the IPO, as such date may be extended by an additional three (3) months to within eighteen (18) nonths
from the closing of the IPO pursuant to the Company’s amended and restated certificate of incorporation, or such later date as may
be approved by the Company’s shareholders pursuant to the Company’s amended and restated certificate of incorporation.

 


In the event of any termination of this Agreement pursuant to this
Section 8, the Forward Purchase Price (without the payment of interest thereon), if previously paid, and all Purchaser’s
funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null
and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers,
employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however,
that nothing contained in this Section 8 shall relieve either party from liabilities or damages arising out of any fraud or willful
breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.


 


9. General Provisions.


 


(a) Notices. All notices and other communications given or made
pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal
delivery to the party to be notified, (ii) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of
the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (iii) five (5) Business
Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after
deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification
of receipt. All communications sent to the Company shall be sent to: byNordic Acquisition Corporation, c/o Pir 29, Einar Hansens Esplanad
29, 211 13 Malmö, Sweden, Attention: Michael Hermansson (Chief Executive Officer). All communications to the Purchaser shall be sent
to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address
as subsequently modified by written notice given in accordance with this Section 9(a).


 


(b) No Finder’s Fees. Each party represents that it neither
is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify
and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s
fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the
Purchaser or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser
from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction
(and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees
or representatives is responsible.


 


(c) Survival of Representations and Warranties. All of the representations
and warranties contained herein shall survive the Forward Closing on the Forward Closing Date.


 






    10


     


    

 


(d) Entire Agreement. This Agreement, together with any documents,
instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the entire agreement and understanding of
the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among
the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated
hereby.


 


(e) Successors and Assigns. All of the terms, agreements, covenants,
representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the
parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities
under or by reason of this Agreement as a third party beneficiary or otherwise, except as expressly provided in this Agreement.


 


(f) Assignments. Except as otherwise specifically provided herein,
no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval
of the other party hereto.


 


(g) Counterparts. This Agreement may be executed in any number
of counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This
Agreement may be executed by signatures provided by facsimile, PDF or other electronic data delivery.


 


(h) Headings. The section headings contained in this Agreement
are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.


 


(i) Governing Law. This Agreement, the entire relationship of
the parties hereto, and any dispute between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed
by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of
laws principles.


 


(j) Jurisdiction. The parties (i) hereby irrevocably and unconditionally
submit to the exclusive jurisdiction of the state courts of New York and to the jurisdiction of the United States District Court for the
Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii)
agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York
or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of
motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction
of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is
brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter
hereof may not be enforced in or by such court.


 


(k) WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY
RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.


 


(l) Amendments. This Agreement may not be amended, modified
or waived as to any particular provision except with the prior written consent of the Company and the Purchaser.


 


(m) Severability. The provisions of this Agreement will be deemed
severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions
hereof; provided, that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by
a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the
governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent
with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will
then be enforceable and will be enforced and that otherwise the parties shall modify the provision in such manner by mutual agreement
in writing as an amendment or other modification to this Agreement pursuant to Section 9(l).


(n) Expenses. Each of the Company and the Purchaser will bear
its own fees, costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation
of the transactions contemplated hereby, including all fees, costs and expenses of agents, representatives, financial advisors, legal
counsel and accountants. The Company shall be responsible for the fees of its transfer agent; stamp taxes and all of The Depository Trust
Company’s fees associated with the issuance of the Forward Purchase Shares and the securities issuable upon conversion or exercise
of the Forward Purchase Shares.


 






    11


     


    

 


(o) Construction. The parties hereto have participated jointly
in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will
be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any
party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign law
will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise.
The words “include,” “includes,” and “including” will be deemed to be followed
by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other
gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires.
The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that
/there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity)
which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation,
warranty, or covenant.


 


(p) Waiver. No waiver by any party hereto of any default, misrepresentation,
or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation,
or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.


 


(q) Specific Performance. The Purchaser agrees that irreparable
damage may occur in the event any provision of this Agreement was not performed by the Purchaser (on the part of the Company) or the Company
(on the part of the Purchaser) in accordance with the terms hereof and that the Company or the Purchaser (as the case may be) shall be
entitled to seek specific performance of the terms hereof, in addition to any other remedy at law or equity, to protect its rights under
this Agreement without the requirement to post a bond or other security or to prove that money damages would be inadequate.


 


[Signature Page Follows]


 




    12


     


    




 


IN WITNESS WHEREOF, the undersigned have executed this Agreement
to be effective as of the date first set forth above.


 


PURCHASER: 


 


ROTHESAY INVESTMENT SARL SPF


 


	By:	/s/
    Joachim Cato                               	 
	 	Name: 	Joachim
    Cato	 
	 	Title: 	Manager	 
	 	 
	Address
    for notices:	 
	 	 
	Rothesay
    Investment Sarl SPF	 
	4-6
    Rue de la Boucherie	 
	L-1247
    Luxembourg	 
	Attention:
    Chief Executive Officer	 
	 	 
	COMPANY:
    	 
	 	 
	byNordic
    Acquisition Corporation	 
	 	 
	By:	/s/
    Michael Hermansson	 
	 	Name:
    	Michael
    Hermansson	 
	 	Title: 	Chief Executive
    Officer	 
	 	 
	Address
    for notices:	 
	 	 
	byNordic
    Acquisition Corporation	 
	c/o
    Pir 29	 
	Einar
    Hansens Esplanad 29	 
	211
    13 Malmö Sweden	 
	Attention:	 Michael
    Hermansson (Chief Executive Officer).



 


[Signature Page to Forward Purchase Agreement]


 






    13


     


    










 


TO BE EXECUTED UPON ANY ASSIGNMENT AND/OR REVISION IN ACCORDANCE
WITH THIS AGREEMENT TO “NUMBER OF FORWARD PURCHASE SHARES” AND “AGGREGATE PURCHASE PRICE FOR FORWARD PURCHASE SHARES”
SET FORTH BELOW


 





	 	
    Number of Forward Purchase Shares: _____________

    Aggregate Purchase Price for Forward Purchase
    Shares:
	$
              
	 	 	 	 


Number of Forward Purchase Shares and Aggregate Purchase Price for
Forward Purchase Shares as of [     ], 202[    ], accepted and agreed to as of [    ], 202[    ].


 


	 	[__________]
	 	 	 
	 	By:	                       
	 	Name:	                   
	 	Title:	 
	 	 	 
	 	byNordic Acquisition Corporation
	 	 	 
	 	By:	          
	 	Name:	             
	 	Title:	 


 




    14


     


    




 


SCHEDULE A 


SCHEDULE OF TRANSFERS OF FORWARD PURCHASE SHARES


 





The following transfers of a portion of the original number of Forward
Purchase Shares have been made:


 


	
    Date of

    Transfer

    
	 	Transferee	 	Number of

Forward Purchase Shares

Transferred	 	
    Purchaser Revised

    Forward Purchase Shares

    Amount

    

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





 


 


TO BE EXECUTED UPON ANY ASSIGNMENT OR FINAL DETERMINATION OF FORWARD
PURCHASE SHARES:


 





Schedule A as of , 202[    ], accepted and agreed to as of this day of
, 202[    ] by:


 


	[__________]	 	byNordic Acquisition Corporation
	 	 	 	 
	By:	             	 	By:	        
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 


 


 


15