Shareholder agreement Capacio AB. Org.nr 556897-7283

1. DEFINITIONS

In addition to the definitions contained in various provisions of the Agreement, the terms listed below shall have the meaning set forth below:

Founders refers to Predrag Petrovic and Vivito AB.

Share refers to shares, convertibles, warrants and other instruments in the Company.

Agreement refers to this shareholder agreement and the appendices valid at any given time.

Intellectual rights patentable as well as non-patentable inventions refers to patent application, patent, trademark, design right, copyright, know-how and other intellectual property rights.

The Company Capacio AB

In case of dispute regarding the interpretation of this agreement, shall the Swedish version of the same agreement have precedence.

2. BACKGROUND

2.1 The company conducts operations in the field of cognitive testing, interpretation and development. The Company has a registered share capital of SEK fifty thousand crowns (50 000. SEK), divided into 50 000 shares with a par value of SEK one (1) per share.

2.2 The purpose of this Agreement is to regulate the terms of the Parties’ joint ownership of the Company.

3. OWNERSHIP STRUCTURE

3.1 The company’s share register is kept electronically and updated continuously. This Agreement covers party’s, at all time owned shares.

3.2 A party who is a physical person shall ensure that the party at all times owned shares is his private property.

3.3 Share certificates shall not be issued and each party agrees to not require the issuance of certificates.     

4. ARTICLES OF ASSOCIATION

4.1 The Company’s Articles of Association shall have the wording set out in Appendix 1 or such other wording as is decided by the Annual General Meeting from time to time. Association shall, however, always include pre-sale- and refusal clause and the redemption clause.

4.2 In the event of non-compliance between the provisions of the Articles of Association and the provisions of this Agreement, the provisions of the Agreement shall prevail between the parties to this Agreement.

5. COMPANY AND ITS OPERATIONS

5.1 The parties have agreed to regulate the relationship between them and the company through this agreement. The parties shall therefore henceforth conduct business in the Company in accordance with the scope specified in the Articles of Association and the regulations in this agreement. The present purpose shall remain unchanged even if other persons enter as shareholders.

5.2  The business shall be conducted on commercial terms and independently (unless otherwise provided by this Agreement) from its owner. The business shall be conducted in compliance with sound business and ethical principles, as well as applicable laws, regulations and government decisions.

6. FINANCING OF THE COMPANY

6.1.  The Party is under no obligation to raise additional capital after the new issue of the new shares or otherwise contribute to the company’s financing.

6.2 Decisions regarding dividend payments shall be discussed at the AGM. 

7. ANNUAL GENERAL MEETING (”AGM”)

7.1 The AGM shall be held in accordance with applicable law and gives the party the right to consult the company’s annual report, attend the AGM to obtain information on the company’s development and exercise its voting rights.

7.2 With the exception of what is stated about a special majority for valid general meeting resolutions on certain issues according to item 8 below, the resolution of the general meeting is made up of the opinion that has received more than half of the votes cast (unless other majority requirements result from mandatory law). In the case of equal voting rights, the decisions of the Annual General Meeting, in decisions other than elections, constitute the opinion assisted by the Chairman of the Annual General Meeting (unless otherwise required by a mandatory majority).

8. VOTING RIGHTS AND DECISIONS

8.1 In matters governed by this agreement and all other matters that are of material importance to the Company, in order for a change to take place, decisions must be made in accordance with the Companies Act. Examples of essential issues addressed by the majority owners are;

  • Amendment of the Articles of Association
  • Voluntary liquidation
  • Rights issues
  • Loans
  • Appointment and dismissal of important decision-makers, e.g. CEO
  • what rules shall be in place for the company signature; What decisions, rules or directives must be used for the right to use the company signature right
  • Appointment of members in the company’s board of directors
  • Who should be the Chairman of the Board and how should the Chairman be appointed
  • Formation or closure of subsidiaries

9. PART’S INSIGHT INTO THE BUSINESS

9.1 In addition to the right to inspect the company resulting from the Companies Act and with regard to the company’s privacy policy, shall the company work towards an open and transparent information about the company’s operations to the Party. This is done, for example, by inviting information meetings where Part can also contribute ideas, knowledge and networks.

9.2 The company has the right to appoint a specially appointed IR (Investor Relations) officer, who handles the company’s communication with the shareholders.

10. PRIVACY / CORPORATE SECRETS

10.1 The Parties undertake not to disclose to third parties any confidential information which the Parties receive from each other under the Agreement or from the Company, trade secrets, other information regarding the Company, any other party of the Company, any other party’s business, customers or other business matters.

10.2 Commitment in section 10.1 does not include information that (i) is generally known, (ii) Part or company is liable to be released according to the law or government decision       

11. LOYALTY OBLIGATION / NON COMPETITION

11.1 The partners agrees to, during the time that this Agreement, and for a period of two ( 2 ) years thereafter ,  not to engage with the company (including its subsidiaries) competing activity, directly or indirectly, for example as an owner, partner, board member , adviser, employee , contractor or in any other capacity.

11.2   The partners agrees to, during the time that this Agreement, and for a period of two ( 2 ) years thereafter ,  not to affect an employee, contractor, supplier, customer, distributor, agent or other person in an employment relationship or business relationship with the Company to terminate, change or refuse to renew employment, contract or other relationship with the Company in ways that can be assumed to damage the Company (provided that such action is not in accordance with a valid decision by the Board of Directors or at the Annual General Meeting of the Company).

11.3 The partners agrees to, during the time that this Agreement, and for a period of two ( 2 ) years thereafter,  not to offer an employee or board member of the Company employment, assignments as a consultant or other role with a Party or to a Party related party.

12. INTELLECTUAL RIGHTS

12.1 The right to all Intellectual Property Rights that are manufactured, added, developed, invented or otherwise developed by the Company or its employees or contractors or as a result of the Company’s operations shall be added to the Company’s exclusive and unrestricted property with full right of use. All the Company’s employment agreements, consulting agreements, agreements with other clients or contractors shall be drawn up in writing and include provisions that satisfactorily ensure the Company’s rights and property.

13. TRANSFER AND REDEMPTION OF SHARES

13.1 GENERAL TRANSFER PROHIBITION

13.1.1 Parties are entitled to assign, pledge, or issue stock options only after obtaining the company’s written consent.

13.1.2  Such consent referred to in paragraph 13.1.1 need not be obtained for the transfer that is in accordance with any of the points 13.2 – 13.8 or 14 below. Transferring party and the acquirer is not obligated to provide the other Parties to acquire, and other Parties shall not exercise its right to acquire, according refusal clauses or pre-emption clause in the Articles of Association, regarding share transferred in accordance with any of the items 13.2-13.8 or 14 below. For the transfer of a Share that takes place in accordance with any of sections 13.2, 13.4-13.8 or 14 below, it also applies that the transferring Party and the acquirer are not obliged to offer the other Parties to acquire, and that the other Parties do not have the right to exercise pre-emptive rights, according to section 13.3 below.

13.1.3  If a Party transfers a Share in violation of the provisions of this Agreement, the Company has the right to redeem the Share in accordance with any first refusal clause contained in the Company’s Articles of Association or any provisions on pre-emptive reservations in the Articles of Association.

13.2 TRANSFER TO ANOTHER

13.2.1 Party that is a natural person shall always have the right to transfer all (but not only some of) their shares to one of the transferring Party fully owned company, provided that;

(a) Acquiring Companies in writing obeys this Agreement as a Party in the place of the Transferring Party , except that [ partly ] also the Transferring Party continues (along with the Acquisition Company) to be bound by the provisions of paragraphs 1 0 , 1 1 , 1 2 , and 1 3 as long as this Agreement is binding for the acquiring company and also thereafter as regards puncturing r n a 1 0 , 1 1 , and 1 3

(b) Transferring Party guarantees the correct fulfillment of the transferee’s obligations hereunder.

13.2.2  If the acquiring company, after the transfer is complete in accordance with paragraph 13.2.1 ceases to be wholly owned by the transferring Part shall the shares owned by the company return to the transferring  party who shall again join as Part to this agreement. The Parties have a right to transfer their shares in the Company to wholly owned companies of the same Party provided that the transferring Party does not dispose of its shares in the wholly owned company without ensuring that in that event the shares in the Company are reacquired by the transferring Party, which shall also thereby become a Party to the Agreement once again

13.3 RIGHT OF PURCHASE

13.3.1 A Party always has the right to transfer all (but not only some of) its Shares to third parties, provided that such Party (“Offering Party”) previously offers the Shares in writing to the rest of the company (“Receiving Party”). Such an offer shall state to which third party the Offering Party intends to transfer the Shares and to what purchase price and on what other conditions the transfer shall take place. The offer shall be sent to the Company’s Board.

13.3.2 The Receiving Party shall within one (2) two months from the notification in clause 13.3.1 (the “Offer Deadline”) notify the Offering Party in writing if the offer is accepted. Acceptance of the offer must, in order to be valid, include all offered Shares. If no such notice of acceptance of the offer is submitted within the Offer Deadline, the Receiving Party shall be deemed to have rejected the offer.

13.3.3 If only one Receiving Party has accepted the offer within the Offer Deadline, he shall acquire all Shares. If more Receiving Parties have accepted the offer within the Offer Deadline, these Receiving Parties shall acquire all Shares pro rata their respective holdings of shares issued by the Company at the end of the Offer Deadline. Shares that cannot be distributed in this way shall be distributed between acquiring Receiving Parties by lot.

13.3.4 The purchase price for the Shares, which shall amount to the amount per Share stated as the purchase price per Share in the offer, shall be paid by the acquiring Receiving Party (ies) in cash to the Offering Party within one (1) month from the end of the Offer Deadline. The shares are transferred to the acquiring Receiving Party (ies). Offer Party shall, immediately upon receipt of the purchase price, sign and submit a settlement note containing information about buyers and sellers, purchase objects, purchase price, date of acquisition and a confirmation of the purchase price received and that the ownership has passed (“Settlement note”) (no other conditions shall apply). When the ownership of all the Shares has thus been transferred to the acquiring Receiver (s), the Agreement ceases to apply vis-à-vis the Offer Party.

  • If the Offer is rejected by all Receiving Parties in accordance with clause 13.3.2, the Offer Party [and any Tag-Along Party (ies)] shall have the right to transfer the Shares to the specified third party, for the purchase price and on the terms otherwise stated in the offer to the Receiving Parties (but not to another or on other terms) provided that the transfer takes place within sixty (60) days from the end of the Offer Deadline, and that the acquiring third party in connection with the transfer agrees in writing to this Agreement as a party in place of selling Part/Parties
  • Except as provided in clause 13.3.7 below, the Receiving Party who wishes to sell all (but not only some of) its Shares (“Tag-Along Part”) shall be entitled to participate in the Offer Party’s transfer of Shares to third parties in accordance with clauses 13.3.1-13.3.5 above, provided that the Tag-Along Party within the Offer Deadline notifies the Offer Party in writing that he wishes to transfer all his Shares to the acquiring third party for the purchase price and on the other terms stated in the offer. After such notification has been received by the Offering Party, it shall inform the third party thereof. If a third party does not want to buy more Shares than the number of Shares held by the Offer Party (for the purchase price and on the other terms stated in the offer), the Offer Party is obliged to ensure that third parties buy the relevant Shares not only from the Offer Party but also from the Tag-along Party / Parties pro rata to their respective holdings of shares issued by the Company at the time of the Offer Deadline. Shares that cannot be distributed in that way shall be distributed between the Offering Party and the Tag-along Party / Parties by lot.

13.3.7. However, the provisions of clause 13.3.6 do not apply to the Founder’s transfer of Shares to third parties, which may take place in accordance with clauses 13.3.1-13.3.5 above without any right for another Party to participate in the transfer.

13.3.8  If no Receiving Party within the Offer Deadline has accepted the Drag-along Party’s / Parties’ offer in respect of its Shares in accordance with the provisions of clauses 13.3.1-13.3.5 above, within thirty (30) days from the end of the Offer Deadline, obliged to sell all (but not only some of) their Shares to the acquiring third party for the purchase price and on the other terms stated in the offer within sixty (60) days from the end of the Offer Deadline.

13.3.9 If a third party wishes to purchase the company’s shares, and a majority of the shareholders (drag-along Part / Parter) approve such sale, all shareholders are, after Drag-along Partens / Parties’ written request to this effect within thirty (30) days of expiration of the Offer Deadline, are obliged to sell all (but not only some of) their Shares to acquiring third parties for the purchase price and on the other terms stated in the offer within sixty (60) days from the end of the Offer Deadline.

13.4 REDEMPTION OF SHARES IN THE EVENT OF A PARTY’S BREACH OF THE PROVISIONS OF THE AGREEMENT

13.4.1 If a Party (the Party in breach of the Agreement) is in breach of the provisions of the Agreement and the breach of contract is of material importance and if the breach is not remedied within thirty (30) days after a request to that effect has been issued by another Party, the other Parties have a right, in proportion to their previous shareholdings, to redeem the shares of the Party in breach of the Agreement. If only one or some of the Parties wish to exercise their right to redeem the shares, that Party or Parties have a right but not an obligation to redeem all of the shares of the Party in breach of the Agreement in proportion to their previous shareholdings. Nevertheless, redemption in accordance with this clause does not exclude other penalties due to the breach of contract.

13.4.2 Redemption shall take place through a written request for redemption from the injured Party within sixty (60) days from when the breach of contract was committed (redemption term). The day after the expiry of the redemption term, the Party in breach of the Agreement shall transfer the shares concerned, transferred blank, to the Party or Parties which requested redemption (redeeming Party/Parties), whereby the right of ownership to the shares is transferred. If the Parties concerned fail to reach agreement on the price of the shares, the price shall be established within thirty (30) days from the expiry of the redemption term, in accordance with the special valuation provisions contained in the Agreement. Nevertheless, the purchase price shall be reduced by fifty (50) per cent of the value thus established to compensate the redeeming Party for the damage caused to it as a consequence of the breach of contract. The purchase price of the shares shall be paid in cash by the redeeming Party within thirty (30) days from the date when the value of the shares was finally established. Annual interest on the purchase price shall be payable at the government borrowing rate at the moment when the shares are transferred plus a surcharge of five (5) percentage points. The interest shall be paid when the purchase price is paid. The shares shall be deposited at a bank until they have been paid for in full by the redeeming Party and they shall be pledged as security for the debt relating to the purchase price which the Party in breach of the Agreement has against the redeeming Party.

13.4.3 If only an injured party requests redemption under point 1. 3 .4.2 within the redemption ‘s deadline it shall acquire all failing Parties shares. If more than one aggrieved party requested redemption under section 1 3 .4.2 in Redemption ‘s period, the aggrieved parties shall acquire all failing Parts shares pro rata to their respective holdings of shares issued by the Company expiry of Redemption ‘s deadline. Shares that cannot be distributed in this way shall be distributed between acquiring Pre-distributed Parties by lot.

13.4.4 If the Failing Party and the Injured Parties who within the Redemption Deadline requested redemption in accordance with clause 13.4.2 have not agreed on the exercise price (ie the purchase price) for the Shares within thirty (30) days after the Redemption Deadline, the exercise price shall – after redemption consists of either the quota value of the Shares or fifty (50) percent of the Market value of the Shares determined in accordance with clause 13.8 below.

13.4.5 The exercise price (ie the purchase price) for the Failing Party’s Shares shall be paid by the current (a) Failing Party (ies) in cash to the Injured Party within thirty (30) days after the Redemption Period expires, or – if the exercise price as follows of clause 13.4.4 shall consist of fifty (50) percent of the Market value of the Shares – within thirty (30) days after the market value of the Shares is finally determined in accordance with clause 13.8 below, whereby the ownership of the Shares is transferred to acquiring Disadvantaged or Injured Party (ies). The failing Party shall, immediately upon receipt of the purchase price, sign and submit the Settlement Note (no other conditions shall apply). When the ownership of all the Share Party’s Shares has thus been transferred to the relevant (a) Disadvantaged Party (ies), the Agreement ceases to apply vis-à-vis the failing Party.

13.4.6 Redemption in accordance with this section 13.4 does not affect the Party’s right to enforce other sanctions due to the breach of contract.

13.5 REDEMPTION IN THE EVENT OF INSOLVENCY

13.5.1 In the event that a Party suspends payments, enters into negotiations for a composition, is declared bankrupt or is otherwise is shown to be insolvent, the other Parties have a right to redeem the first-named Party’s shares in the company in accordance with the provisions on redemption in the event of a Party’s breach of the provisions of the Agreement. Nevertheless, the purchase price for redeemed shares shall be established without any deduction for compensation for damage.

13.6 REDEMPTION IN THE EVENT OF HOUSING DIVISION

13.6.1 If the Parties (“Divide Party”) Shares, in whole or in part, are disposed of by the Divided Party by division of property (“Division of Estate”), the other Parties waive their right to redemption of the Shares for a period of thirty (30) days from the Divide Situation in purpose to enable Divide Party to repurchase the Shares. If such re-acquisition has not taken place within the said thirty-day deadline, the other Parties are entitled to redemption in accordance with the home delivery clause in the Company’s Articles of Association.

13.6.2 If there is no repurchase or redemption in the event of a division of property in accordance with clause 13.6.1 above, the person who received the Share by division of property, if all Parties (except the Part of the Estate) so wish, enter into this Agreement in writing as a party obtained in the division of property.

13.6.3 Estate sharing Party is obliged to immediately, by written notice, inform the other Parties if a division of property situation arises.

13.7 REDEMOTION IN THE EVENT OF CHANGE OF OWNERSHIP OR CONTROL OF FOUNDER

13.7.1 If a Party is a legal person and there is a change of ownership or a change in the controlling influence in a Party, the company has the right to acquire all (but not only certain) Shares of the Party in accordance with clause 13.4 above (whereby a Party shall be deemed to be “Failing Party” and other Parties shall be deemed to be “Injured Party”), with the exception that the price shall correspond to the full market value of the Shares determined in accordance with clause 13.8 and that in clause 13.4.2 above the sixty-day deadline shall begin to run on the Day current Founder) has been notified in writing of the change in accordance with clause 13.7.2.

13.7.2 A party who is a legal person is obliged to immediately, by written notice, inform the company if there is such a change regarding the Party referred to in section 13.7.1.

13.7.3 The right to redemption in accordance with clause 13.7.1 does not apply if the Shares on the change of ownership return to the natural person who first entered into this Agreement in accordance with what is stipulated in clause 13.2 above.

13.8 VALUATION

13.8.1 The value of a Party’s share in the Company shall be deemed to correspond to a proportionate share of the entire Company’s market value against its shareholding. If interested Parties cannot agree on the Company’s market value within the time limits for such agreement specified above in this section 13 and below in section 14 respectively, the value of the Company shall be promptly determined by a reputable and independently valued valuer jointly appointed by the Parties, or, if concerned Parties may not within ten (10) days agree on such an appraiser, by a reputable and by the Parties independent appraiser appointed by the Stockholm Chamber of Commerce. The value determined shall constitute the entire Company’s assessed market value at the time of valuation, observing accepted valuation principles and taking into account the Company’s historical and expected position and results, valuations of comparable companies, the size of operations, the Company’s strengths and weaknesses, industry information and general market and economic conditions. If the Company has completed a new share issue within the last six (6) months, the issue price must also be taken into account. The market value of the Company determined by the independent valuer is binding on all Parties concerned and each share in the Company shall be deemed to have the share in the value that corresponds to the share’s share in the Company’s share capital.

13.8.2 The value of an instrument in the Company other than a share shall be considered to correspond to the instrument’s market value. If interested Parties are unable to agree on the market value of the instrument within the time limits for such agreement as set out in paragraph 13 above and below in paragraph 14, the value shall be promptly determined by a jointly appointed, reputable, and independent valuer by the Parties, or, if concerned; Parties may not within ten (10) days agree on such an appraiser, by a reputable and by the Parties independent appraiser appointed by the Stockholm Chamber of Commerce. The market value of the instrument determined by the independent valuer is binding on all Parties concerned.

13.8.3  The costs for valuation in accordance with this section 13 shall be divided between the transferring and acquiring Party (s) pro rata to their respective previous holdings of shares in the Company. All instructions and all information from the Party to the valuer appointed in accordance with this clause 13 shall be sent to the other interested Parties, with an opportunity for them to respond to or otherwise comment on such instructions and such information, before determining the current value.

14. PARTY’S DEATH

14.1 In the event of the decease of a Party, the other Parties have a right to redeem the deceased Party’s shares in the Company in accordance with the rules for redemption contained in the first paragraph. If that redemption does not take place, the holder of the rights of the deceased Party shall instead become a Party to the Agreement. There is an obligation for the Deceased Party’s estate, heir or testator, that within sixty (60) days from the day the Deceased Party died, by written notice, offer the company to acquire all (but not only some of) the Shares of the Deceased Party.

14.2 The Company shall, within thirty (30) days from the notification in accordance with clause 14.1 (the “Thirty Day Deadline”), notify the Deceased Party’s estate in writing if the offer is accepted. Acceptance of the offer must, in order to be valid, cover all Shares. If the company does not submit such a notice of acceptance of the offer within the Thirty Days deadline, it shall be deemed to have rejected the offer.

14.3 If only one Party has accepted the offer within the Thirty Day Deadline, it shall acquire all Shares. If several Parties have accepted the offer within the Thirty Day Deadline, these Parties shall acquire all Shares pro rata their respective holdings of shares issued by the Company at the end of the Thirty Day Deadline. Shares that cannot be distributed in this way shall be distributed between the acquiring Parties by lot.

14.4 The purchase price for the Shares, which shall correspond to the market value of the Shares on the day the Thirty-Day Deadline expires, shall be paid by the acquiring Party (ies) in cash within ten (10) days from the end of the Thirty-Day Deadline, or, if not agreed, within ten (10) days from the time the market value of the Shares is finally determined in accordance with clause 17.10 below, whereby the ownership of the Shares is transferred to the acquiring Party (ies).

15. PERIOD OF VALIDITY 

15.1 This Agreement applies from the date it is signed by all parties and has a validity period of ten (10) years. If the Agreement is not terminated in writing by any of the Parties at least six (6) months before the end of the said agreement period, the Agreement is automatically extended for periods of one (1) year at a time with the same notice period.

15.2 Notwithstanding the provisions of clause 15.1 above, to the extent not otherwise provided in clause 13 above, this Agreement shall automatically cease to apply to a Party when he, in accordance with the provisions of this Agreement, ceases to own a Share in the Company.

15.3 Although the Agreement ceases to apply, either in whole or in part vis-à-vis a certain Party, the provisions on secrecy, duty of loyalty / non-competition and intellectual property rights, etc. shall in paragraphs 10, 11 and 12 above continue to be binding. The termination of the agreement shall also not mean that a party is released from sanction due to breach of contract which he has committed before or in connection with the termination of the Agreement. The right to sanctions due to breach of contract shall, even if the Agreement has been terminated, be settled in accordance with the applicable provisions of this Agreement (including the provisions of applicable law and arbitration in paragraph 21 below).

16. AMENDMENTS AND SUPPLEMENTS TO THE AGREEMENT

16.1 This Agreement constitutes the parties’ complete settlement of all matters affecting the Agreement and supersedes all written or oral agreements, commitments and commitments that preceded the Agreement.

16.2  Amendments to the Agreement shall be ade in writing and signed by the Parties in order to be valid.

17. TRANSFER

17.1 Except as provided in clause 11 above in connection with the sale of a Share, a party’s rights or obligations under this Agreement may not be transferred or pledged without the written consent of the other parties. Each of the parties to this Agreement undertakes to ensure that a natural or legal person acquiring a Share accedes in writing to this Agreement as a Party and, if applicable – with the exceptions that follow from clause 13 – from the date of acquisition takes over and assumes the transferring Parties rights and obligations.

18. NOTIFICATIONS

18.1 Claims, requests, requests or other notices arising from this Agreement shall be made in writing and shall be deemed to have been delivered to the recipient if they have been delivered by courier or sent by acknowledged e-mail.

19 DISCLAIMER & PROVISIONS

19.1 If a party to this Agreement can assert a right as a result of another party’s failure to fulfill an obligation under the Agreement and the former party is in delay with or fails to assert the right, the delay or failure shall not constitute a waiver of asserting the right or other right.

19.2 If a provision of this Agreement, in whole or in part, is found to be illegal, invalid or unenforceable, the provision or part of the provision in question shall be adjusted or disregarded, whereby the Agreement in its other parts shall still apply between the parties to this Agreement.

20. LAGEN (1980:1102) OM HANDELSBOLAG OCH ENKLA BOLAG

20.1 Lagen (1980:1102) om handelsbolag och enkla bolag shall not apply to this Agreement or any matter to which the Agreement relates.

21. APPLICABLE LAW & ARRANGEMENTS

21.1 This Agreement shall be interpreted and applied in accordance with Swedish law.

21.2 Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).

21.3 The Rules for Expedited Arbitrations shall apply where the amount in dispute does not exceed SEK 500,000.

21.4 Where the amount in dispute exceeds SEK 500,000 the Arbitration Rules shall apply. The Arbitral Tribunal shall be composed of a sole arbitrator where the amount in dispute exceeds SEK 500,000 but not SEK 1,000,000. Where the amount in dispute exceeds SEK 1,000,000, the Arbitral Tribunal shall be composed of three arbitrators. The amount in dispute includes the claims made in the Request for Arbitration and any counterclaims made in the Answer to the Request for Arbitration.

21.5 In dispute under point 21.3 respective point 21.4 above includes the claims in Arbitration and any counterclaim in respondent’s answer Arbitration.