Share Purchase Agreement
Dated 25 February 2026
Seller
Andersen Holding ApS
CVR No. 38 47 21 09, Bredgade 42, 1260 Copenhagen K, Denmark
and
Buyer
Nordic Capital Partners AB
Org. No. 556823-4190, Strandvägen 1, 114 51 Stockholm, Sweden
Recitals
(A)
The Seller is the sole legal and beneficial owner of 100% of the issued share capital of Andersen Holding ApS (the "Company"), consisting of 500,000 shares of nominal value DKK 1 each (the "Shares").
(B)
The Buyer wishes to purchase, and the Seller wishes to sell, all of the Shares on the terms and subject to the conditions set out in this Agreement.
(C)
The Parties have conducted customary due diligence and the Buyer has satisfied itself as to the state and condition of the Company and its business.
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below:
"Business Day" means a day (other than a Saturday or Sunday) on which banks are generally open for business in Copenhagen and Stockholm.
"Completion" means completion of the sale and purchase of the Shares in accordance with Clause 5.
"Completion Date" means the date falling five (5) Business Days after the date on which the last of the Conditions Precedent is satisfied or waived, or such other date as the Parties may agree in writing.
2. Sale and Purchase
2.1 Subject to the terms and conditions of this Agreement, the Seller agrees to sell and the Buyer agrees to purchase the Shares free from all Encumbrances and together with all rights attached to them.
2.2 The aggregate consideration for the Shares shall be DKK 45,000,000 (forty-five million Danish Kroner) (the "Purchase Price"), payable in accordance with Clause 4.
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