INDEX INVEST INTERNATIONAL AB (PUBL) MAXIMUM SEK 500,000,000 SENIOR SECURED CALLABLE FLOATING RATE 2014/2018 ISIN: SE

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1 VERSION Gernandt&Danielsson TERMS CONDITIONS INDEX INVEST INTERNATIONAL AB (PUBL) MAXIMUM SEK 500,000,000 SENIOR SECURED CALLABLE FLOATING RATE 2014/2018 ISIN: SE WITH INDEX ENTERPRISE LLC AS GUARANTOR comes are April Issue Date: 22 May 2014 as amended and restated on BONDS distribution of this document and private placement of Bonds certa jurisdictions be restricted by law. Persons whose possession this document required form mselves about, and observe, restrictions. may Securities Bonds have not been and will not be registered under U.S. Act of1933, as amended, and are subject U.S. tax law requirements. Bonds may not be offered, sold or delivered with United States of or, or for account or benefit of, U.S. persons. America

2 TABLE OF CONTENTS 1. AND CONSTRUCTION THE OF THE BONDS AND UNDERTAKING TO MAKE PAYMENTS OF THE BONDS USE OF PROCEEDS SECURITY THE BONDS AND TRANSFERABILITY BONDS IN ELECTRONIC BOOK-ENTRY FORM PAYMENTS IN RESPECT OF THE BONDS INTEREST AND REPURCHASE OF THE BONDS UNDERTAKINGS PRECEDENT FOR DISBURSEMENT OF THE NET PROCEEDS SUBSEQUENT OF THE BONDS OF PROCEEDS BY HOLDERS MEETING PROCEDURE RIGHT TO ACT ON BEHALF OF HOLDER NO DIRECT BY HOLDERS AND WAIVERS AND REPLACEMENT OF THE AGENT OR SECURITY AGENT AND REPLACEMENT OF THE ISSUING AGENT TIME-BAR NOTICES AND PRESS RELEASES REDEMPTION SPECIAL CONDITIONS CONDITIONS TERMINATION DISTRIBUTION DECISIONS HOLDERS WRITTEN A 26. FORCE MAJEURE AND LIMITATION OF LIABILITY LISTING LAW AND JURISDICTION...39 ACTIONS AMENDMENTS APPOINTMENT APPOINTMENT GOVERNING

3 TERMS AND CONDITIONS FOR INDEX INVEST INTERNATIONAL AB (PUBL) MAXIMUM SEK 500,000,000 SENIOR SECURED CALLABLE FLOATING RATE BONDS 2014/2018 ISIN: SE AND CONSTRUCTION 1.1 Defitions In se terms and conditions ( and Conditions ): Account Operar means a or or party duly authorised operate as an account operar pursuant Fancial Instruments Accounts and through which a Holder has ened a Securities respect of its Bonds. DEFINITIONS Terms bank Act op Account Accountg Prciples means ternational fancial reportg standards (IFRS) with meang of Regulation 1606/2002/EC (or as orwise adopted or amended from time time). Adjusted Nomal Amount means tal aggregate Nomal Amount of Bonds outstandg at relevant time less Nomal Amount of all Bonds owned by a Group or an Affiliate, irrespective of wher Person is directly registered as owner of Bonds. Affiliate means or Person, directly or directly, controllg or controlled by or under or direct common control with specified Person. For of this fition, control when used with respect Person means direct and policies of Person, directly or directly, wher through ownership of votg securities, by contract or orwise; and terms controllg and controlled have meangs correlative foregog. Comp purpose power direct de management Agent means agent and security agent under se Terms and Conditions and, if nt, Security Documents, from time time; itially Nordic Trustee & Agency AB, reg. no , P.O. Box 7329, SE Sckholm, Sweden. Agent Agreement means agreement entered on or about Issue Date between Issuer and Agent, or replacement agent agreement entered after Issue Date between Issuer and an Agent. Bank means Swedbank AB (publ), reg. no , SE Sckholm, Sweden. BB means Bjame Borg, personal identification number releva (publ) BB Guarantee Agreement means guarantee agreement entered between BB and Security Agent (actg on its own behalf and its capacity as agent and agent tg Holders) on or respect of a jot and several fee security April about represen 1

4 (Sw. proprieborgen) as for its own debt (Sw. sasom for egen skuld) for fall punctual payment of Issuer s obligations under Fance Documents. Bond means a debt strument (Sw. skuldforbdelse) for Nomal Amount and of set forth Chapter 1 Section 3 of Fancial Instruments Accounts Act and which are governed by and under Terms Conditions. Bond Issue means issuance of Bonds. Book Equity means consolidated book value of Group s aggregate shareholders ity Fancial Report. Busess Day means a day Sweden or than a Sunday or or public holiday. Saturdays, Midsummer Eve (Sw. midsommarafri), Christmas Eve (Sw. julafri) and New Year s Eve (Sw. shall for purposes of this defition be deemed be public holidays. Busess Day Convention means first followg day that is a Busess Day unless that falls next calendar month, which case that date will be first precedg day t is a Busess Day. Call Option Amount means: case immediately its nydrsafn) day tha (a) per cent, of Nomal Amount if call option is exercised on or after Call Date up (but excludg) date fallg 36 months after Issue Date; (b) per cent, of Nomal Amount if call option is exercised on or after date fallg 36 months after Issue Date up (but excludg) date fallg 42 months after Issue Date; or (c) per cent, of Nomal Amount if call option is exercised on or after te fallg 42 months after Issue Date up (but excludg) Origal Fal y Date. Cash means, at time, cash hand held by Issuer or with a reputable bank credited an account of Issuer, also amounts that can be freely drawn n revolvg credit facilities or workg capital facilities, and each which Issuer is beneficially and legally and which is immediately available be lied repayment or prepayment of Bonds or payment of Interest avoidance of doubt, not cludg, e.g., cash subject a or similar arrangement, standg on accounts or construction credits (Sw. byggnadskreditiv)). First da Maturit cludg name relation upo entitled Cash Equivalents means, respect of Issuer, and at time, (i) funds at bank or postal accounts (ii) marketable debt securities held for cash purposes that can be realised promptly and which has a credit ratg of eir A-l or higher by & Poor's Ratg Services or FI or higher by Fitch Ratgs Ltd or P-1 or higher by Moody's Invesr Services Limited, or, if no ratg is available respect of commercial paper or debt securities, issuer of which respect of long-term unsecured and non-credit enhanced debt obligations, an equivalent ratg. (for app pledge client amount and available management Standard has, 2

5 Change of Control Event means occurrence of an event or series of events whereby one or more Persons, not beg or directly Current Shareholders, actg ger, acquire control over Issuer or Guaranr and where control means (a) or controllg, directly or directly, more than 50 per cent, of votg shares of Issuer or Guaranr (as applicable), or (b) right, directly or directly, appot or remove whole or a majority of direcrs of board of direcrs of Issuer or Guaranr (as applicable). and Compliance Certificate means a certificate, form and substance satisfacry t, signed by Issuer certifyg that so as it is aware no Event of Default is or, if it is aware that event is contug, specifyg event steps, if, beg taken remedy it. If Compliance Certificate is provided connection with a al Report beg made available or an of Incurrence Test, ficate shall clude calculations and figures respect of ratio of Book Equity Assets. If Compliance Certificate is provided connection with quarterly m unaudited consolidated report of Group for period 1 January - 31 December, Compliance Certificate shall also clude specifications of aggregate amount of vestments and Real Estate Investments, respectively, made durg precedg fancial year so Agent can ensure Issuer s compliance with special undertakg Clause 11.9 {Real Estate Investments). Agent) Holders Conditions Precedent for Disbursement means all actions and documents set forth se 12. Subsequent means all actions and documents set forth Clause 13. far application means Issuer s central securities deposiry and registrar respect of Bonds om time time, itially Euroclear Sweden AB (reg. no , P.O. Box 191, SE Sckholm, Sweden). bank has (actg Current Shareholders means FA and BB (cludg Affiliates). Account Debt Service Account means Issuer s Swedish account with account number , held with Bank which been pledged favour of nt/security Agent and Holders (represented by Agent/Security under Service Pledge Agreement. Agen contug Fanci certi Total teri In Debt Service Account Pledge Agreement means pledge agreement entered between Issuer and Security Agent on its own behalf and its capacity as ent and security agent representg Holders) on or about Issue Date regardg a first priority pledge over Debt Service Account and all funds held on Debt Service unt from time time, granted favour of Agent/Security Agent and presented by Agent/Security Agent). Clau Conditions CSD Escrow Account means Issuer s Swedish bank account with account number , held with Bank, which Net Proceeds will be transferred and has been pledged favour of Agent/Security Agent and Holders (represented by Agent/Security Agent) under Escrow Pledge Agreement. fr Account Age Debt ag Acco (re which 3

6 Escrow Account Pledge Agreement means pledge agreement entered between Issuer and Security Agent (actg on its own behalf and capacity as agent and rity agent representg Holders) on or before Issue Date regardg a first priority pledge over Escrow and all funds held on Escrow Account from time time, favour of Agent/Security Agent Holders (represented by Agent/Security Agent). of Default means an event, or specified Clause Existg Bondholders means holders of Existg Bonds. Existg Bonds means outstandg senior unsecured bonds 2013/2016 of maximum SEK 275,000,000 with ISIN-number SE , by Issuer on 28 June 2013, t shall be prepaid full connection with Bond Issue. Existg Security means all security provided relation Existg Bonds. prcipal Existg 2014 means aggregate amount of roximately SEK 21,000,000 (where relevant usg an USD/SEK-exchange rate of 6.569) certa Group Companies by Current Shareholders between 1 January 2014 Issue Date. Extended Call Option Amount means: (a) per cent, of Nomal Amount if call option is exercised after igal Fal Maturity Date up (but excludg) 22 July 2018; issued loans (b) (c) per cent, of Nomal Amount if call option is exercised on or after 22 July 2018 up (but excludg) 22 September 2018; or Extended per cent, of Nomal Amount if call option is exercised on or after 22 September 2018 up (but excludg) Fal Maturity Date. Extended Fal Maturity Date means 22 November FA Fredrik Alama, personal identification number tha Shareholder Loans app granted and FA Guarantee Agreement means guarantee agreement entered between FA and Security Agent on its own behalf and its capacity as agent and security agent representg Holders) on or about 25 April 2018 respect of a jot and several e (Sw. proprieborgen) as for its own debt (Sw. sasom for egen skuld) for frill and payment of Issuer s obligations under Fance Documents. Or means (actg Fance Documents means se Terms and Conditions, Security Documents, Agreement and or document designated by Issuer and Agent/Security Agent as a Fance Document. guarante punctual Fancial Instruments Accounts Act means Swedish Fancial Instruments Accounts Act (Sw. lag (1998:1479) om konforg avfansiella strument). Agent 4

7 Fancial Report means annual audited consolidated fancial of annual audited unconsolidated fancial statements of Issuer and quarterly terim unaudited consolidated reports of Group and quarterly terim unaudited unconsolidated reports of Issuer, which shall be prepared and made available Clauses (a) and (b). First Call Date means date fallg 24 months after Issue Date or, extent day is not a Busess Day, Day followg from an application of s Day Convention. Force Majeure Event has meang set forth Clause Group means Issuer and all of its Subsidiaries from time time. Group Comp means Issuer or of its Subsidiaries. Guarantee Agreement ns guarantee agreement entered between ranr and Agent (as representative for Holders) on or about Issue Date, which Guaranr leaves an unconditional and guarantee as for its debt for full and payment of Issuer s obligations under Fance Documents up until Extended Fal Maturity Date. mea irrevocable punctual means Index EEC (1044 N. US Hwy One, Suite 202, Jupiter, FL, 33477, USA), a limited liability comp outside of Group, corporated under Florida state law, owned 50 per cent, each by Current Shareholders. Guaranr s Group means Guaranr and all of its Subsidiaries from time time. Holder means Person who is registered on a Securities Account as direct registered owner (Sw. dgare) or nomee (Sw. forvaltare) with respect a Bond. Holders Meetg means a meetg {Holders Meetg). Enterprise among Holders held accordance with Clause 17 Incurrence Test means test of wher ratio of Book Equity Total Assets of Group is at least Initial Bond means bond issued on Issue Date. Initial Bond Issue has meang set forth Clause 2.1. Initial Nomal Amount has meang set forth Clause 2.1. Interest means terest on Bonds calculated accordance with Clauses is Convention Extended on period means next Gua through own Interest Payment Date means 22 May, 22 August, 22 November and 22 February each year or, extent day not a Busess Day, Busess Day followg from an on of Busess Day (with first Interest Payment Date on and last Interest Payment Date beg Fal Maturity Date). Guaranr applicati August Interest Period each begng (but excludg) Issue Date or t Payment Date and endg on (and cludg) succeedg Interest Payment 5 Interes

8 (or a shorter period if relevant) and, respect of Subsequent Bonds, each period ng on (but excludg) Interest Payment Date fallg immediately prior ir issuance on (and cludg) next succeedg Interest Payment Date (or a shorter period if relevant). Interest Rate means a floatg rate of STIBOR ( per cent, per annum. Investments means all irrespective of which fonn vestments may take, made course of, or, and new operations (for avoidance of doubt, excludg payment of standard voices ordary course issued Group Comp at arm s length s terms). Date means 22 May Issuer means Index Invest International AB (publ) (previously named Index Residence AB (publ)), a public limited liability comp corporated under laws of Sweden (reg. no , P.O. Box 7744, SE Sckholm, Sweden). Issug Agent means Swedbank AB (publ) (reg. no , SE Sckholm, eden) or anor party replacg it, as Issug Agent, accordance with se Tenns and Conditions.1 Jot Venture Companies means companies which Issuer or Guaranr, directly or directly, owns shares or ownership rights representg fifty (50) per cent of tal number of votes held by owners. exactly Listg Failure means a situation where Bonds have not been listed on corporate bond list of NASDAQ OMX Sckholm with 60 calendar days after Issue Date. until Matenance Test means test set forth Clause Make Whole Amount means an (a) (b) amount equal sum of: present value on relevant Record Date of per cent, of Nomal Amount as if payment origally should have taken place on First Call Date; and unpaid present value on relevant Record Date of remag Interest payments (excludg accrued but Interest up relevant Redemption Date) up and First Call Date, discount adverse Issue Sw both calculated by usg a rate of 50 basis pots over comparable Swedish ent Bond (i.e., comparable remag duration of Bonds Call Date). Material Adverse Effect means a material effect on (a) busess, fancial ndition or operations of Group taken as a whole, or Guaranr s group taken as a cludg Rate Governm First co 1 For formation purposes: ABG Sundal Collier AB has replaced Swedbank AB (publ) as Issug Agent effective as of 29 April

9 (b) Issuer s, or, where applicable, Guaranr s ability or willgness orm and with its payment and or undertakgs under Fance Documents, or (c) validity or enforceability of Fance Documents. Material Group Comp means Issuer or a Subsidiary representg more than 5.0 per cent, of Total Assets of Group on a consolidated basis of doubt, excludg tra group transactions) accordg Fancial Report, and Guaranr or a Subsidiary of Guaranr representg more than 5.0 per cent, of tal assets of Guaranr s comp group calculated correlative foregog. For purposes of this defition, Fancial Report shall with respect Guaranr refer Guaranr s most recent quarterly terim unaudited consolidated report. NASDAQ OMX Sckholm means NASDAQ OMX Sckholm AB (reg. no , SE Sckholm, Sweden). Net Proceeds means proceeds from Initial Bond Issue or Subsequent Bond Issue after deduction has been made for transaction costs payable by Issuer ug Agent for services provided relation placement and issuance of Bonds. not Nomal Amount has meang set forth Clause 2.1. Origal Fal Maturity Date means 22 May Person means dividual, corporation, partnership, limited liability comp, jot venture, association, jot-sck comp, trust, uncorporated organisation, government, or agency or subdivision reof, or or entity, wher or havg a ate legal personality. projects Property Projects means property development Florida, USA, named; High Ridge Landg, Monterey Pote and Tarpon Harbour, which are carried out by Material Group Companies with Guaranr s Group. Property Project Proceeds means all net proceeds from disposals of Property ojects and or items related re. Purpose of Bond Issue has meang set forth Clause 4.2. terest Date, Holders Quotation Day means, relation period for which an determed, two (2) Busess Days before first day of that period. political rate is be Real Estate Investments means Investments related acquisitions or developments of real estate (owned by Group, Guaranr's comp group or Jot Venture Companies); also Investments Subsidiary Index Energy Road Mills oration s steam plant Ajax, Canada. cludg Iss Record Date means fifth (5th) Busess Day prior (i) an Interest Payment (ii) a Redemption Date, (iii) a date on which a payment is be made under Clause 15 (Distribution of proceeds), (iv) date of a Holders Meetg, or (v) anor separ Pr Corp 7

10 relevant date, or each case or Busess Day fallg prior a relevant date if ly applicable on Swedish bond market. Redemption Date means date on which relevant Bonds are be redeemed or repurchased accordance with Clause 10 {Redemption and repurchase of Bonds). Regulated Market means regulated (as defed Directive 2004/39/EC on ets fancial struments). Relevant Period means period of twelve (12) consecutive calendar months. Securities Account means account for dematerialised securities mataed by D pursuant Fancial Instruments Accounts Act which (i) an of rity is directly registered or (ii) an owner s holdg of securities is registered name of a nomee. Security Agent means Agent when actg its capacity as security agent on behalf of Holders relation Security Documents, or anor party replacg it as Security Agent accordance with Fance Documents. owner CS secu Pledge Security Documents means Share Pledge Agreement, Debt Service Account Agreement, Escrow Account Pledge Agreement, Guarantee Agreement, BB Guarantee Agreement and FA Guarantee Agreement ger with or documents requested by Security Agent relation perfection of security. SEK means lawful currency of Sweden. Share Pledge Agreement means pledge agreement entered by Samisa nt AB (reg. no ) and Capsne Management AB (reg. no ), beg owners of Issuer, Security Agent on own behalf and its capacity as agent and agent representg Holders) on or Issue e respect of a first priority over all of shares Issuer, granted favour of Agent/Security Agent and Holders (represented by Agent/Security Agent). STIBOR means: (a) (b) (c) Manageme its (actg and about security pledge applicable percentage rate per annum displayed on NASDAQ OMX Sckholm s for STIBOR (or through anor website replacg it) as of or around a.m. on Quotation Day for offerg of deposits Swedish nor and for a period comparable relevant Interest Period; or Dat fixg website if no rate is available for relevant Interest Period, arithmetic mean of rates d upwards four decimal places) as Issug Agent at its est quoted by leadg Sckholm terbank market reasonably selected by Issug Agent, for deposits of SEK 100,000,000 for relevant period; or Kro supplied banks (rounde requ if no is available pursuant paragraph (b), rate which accordg reasonable assessment of Issug Agent best reflects terest terest quotation 8

11 for deposits Swedish Kronor offered Sckholm terbank market for relevant period; and if rate is below STIBOR will be deemed be zero. Bond Issue issue of Subsequent Bonds. Bonds means Bonds after Issue Date on one or more occasions. means relation Person, Swedish or foreign legal entity (wher corporated or not), respect of which Person, directly or directly, (i) owns shares or ownership rights representg more than fifty (50) per cent, of tal number of votes by owners, (ii) orwise controls more than fifty (50) per cent, of tal number of votes held by owners, (iii) has power appot and remove all, or majority of, members of board of direcrs or or governg body, or (iv) exercises control as termed accordance with Accountg Prciples, and, as regards Issuer, owever, not for of calculatg ratio of Book Equity Total Assets of oup), Gyllene Ratten AB, reg. no. Vastermalmsstrand Holdg AB, reg. no and Frdjden AB, reg. no held de (h purposes Gr Holdg , Swedish Government Bond Rate means yield maturity at time of computation of direct obligations of Sweden, actg through Swedish National Debt Office (a Swedish Government Bond; Sw. stats obligation) with a constant maturity ( yield be weekly average yield as officially compiled and published most recent fancial statistics that has become publicly available at least two (2) Days (but not more than five (5) Busess Days) prior relevant Redemption Date (or, if fancial statistics are not so published or available, publicly available source of similar market data selected by Issuer good faith)) most nearly equal period from relevant Date First Call Date; that if period from relevant Redemption Date First Call Date is not equal constant maturity of a obligation of Sweden, actg through Swedish National Debt for which a ly average yield is given, Swedish Government Bond shall be obtaed by (calculated nearest one-twelfth of a year) from weekly average yields of direct obligations of Sweden, actg Swedish National Debt Office, for which are given, except that if from Redemption Date First Call Date is less than one year, average yield on traded direct obligations of Sweden, actg through Swedish National Debt Office, adjusted a constant maturity of one shall be used. Busess provided, however, Redemption Office Rate direct week lear terpolation actually through period Terms and Conditions means se Terms and Conditions, as amended from time time. Total Assets means aggregate book value of Group s tal assets on a consolidated basis of doubt, excludg tragroup transactions) accordg latest Fancial Report. yields weekly year avoidance (for 9

12 Written Procedure means written or electronic procedure for decision makg among Holders accordance with Clause 18 (Written Procedure) Construction Unless a contrary dication appears, se Terms and Conditions : (a) (b) (c) (d) assets cludes present and future properties, revenues and rights of every scription; agreement or strument is a reference that agreement or strument as ed, amended, novated, extended, restated or replaced from time time; a regulation cludes regulation, rule or official directive (wher or not havg force of law) of governmental, tergovernmental or supranational agency or department; an Event of Default is contug if it has not been remedied or waived; (e) (f) a provision of law is a reference that provision as amended or re-enacted; and a time of day is a reference Sckholm time. When ascertag wher a limit or threshold specified SEK has been attaed or en, an currency shall be counted on basis of rate of exchange currency agast SEK for previous Day, as published by Swedish Bank (Sw. Riksbankeri) on its ( If no rate is, most recently published rate shall be stead. amount issued amount Date, A notice shall be deemed be sent by way of press release if it is made available blic with Sweden promptly and a non-discrimary manner. Busess website used UNDERTAKING No delay or omission of Agent, Security Agent or of Holder exercise right remedy under se Terms and Conditions shall impair or operate as a waiver of right or remedy. THE AMOUNT OF THE BONDS AND nomal Initial TO MAKE PAYMENTS supplement body, aggregate of bond loan will be an amount of up SEK 500,000,000 which ll be represented by Bonds, each of a amount of SEK 1,000,000 or full multiples reof ( Initial Nomal Amount ). tal nomal of Initial Bonds is SEK 350,000,000 ( Initial Bond Issue ). All Bonds are on a fully paid basis at an price of percent, of Nomal Amount. nomal amount of each Bond will be Initial Nomal Amount, less aggregate by which each nd been partly redeemed by Issuer pursuant Clause 10.4 (Voluntary partial repayment by Issuer on Origal Fal Maturity Date) or Clause 10.6 (Mandary partial repayment with Property Project Proceeds) ( Nomal Amount ). ISIN for Bonds is SE amount anor brok for Central available pu or amount issue wi Bo has Subsequent Issuer may, at one or more occasions prior Origal Fal Maturity issue Bonds amountg tal up difference of SEK 500,000,000 and 10

13 Nomal Amount of Initial Bonds, provided that Matenance Test is met ulated pro forma issue). Subsequent Bonds shall benefit from and be se Terms and Conditions and, for avoidance of doubt, ISIN, Interest Rate, Nomal Amount and Origal Fal Maturity Date shall apply also Bonds, which also orwise shall have same rights as Initial Bonds. e of Subsequent Bonds may be set at a or at a higher price than Nomal Amount. tal nomal amount of Bonds ( Initial Bonds and all Bonds) may not exceed SEK 500,000, mimum permissible vestment connection with Initial Bond Issue is 1,000, Issuer undertakes Bonds, pay Interest and orwise act and with se Terms and Conditions. accordance 2.5 Bonds are denomated SEK and each Bond is constituted by se Terms and Conditions. SEK repay comply 2.6 By subscribg for Bonds, itial Holder agrees that Bonds shall benefit from and be Fance Documents and by acquirg Bonds each Holder confirms agreements. 3. each subsequent subject STATUS obligations among OF THE BONDS Bonds constitute direct, unconditional, unsubordated and secured of Issuer and shall at all times rank at least pari passu and without preference m. 4. USE OF PROCEEDS 4.1 Net Proceeds shall, subject Clause 5.4 below, be transferred by Issug Agent Escrow Account. For purpose of securg that Conditions Precedent for rsement have been fulfilled before disbursement of Net Proceeds, Escrow Account has been pledged favour of Holders Agent under Escrow Account Pledge Agreement Conditions Subsequent have been fulfilled. Disbu and 4.2 Upon fulfilment of Conditions Precedent for Net Proceeds, after deductg amount of Net Proceeds be transferred Debt Service Account e with below, shall be for prepayment of Existg Bonds full ng, without limitation, costs and expenses curred by bond trustee under Existg Bonds). remag amount of Net Proceeds shall be used for (i) property vestments Swedish and Florida real estate market, and (ii) full repayment of tstandg (cludg accrued but unpaid terest) on Existg Shareholder Loans 2014 ( Purpose of Bond Issue ). 5. until Disbursement, used accordanc (cludi prcipal 5.1 As contug security for due and punctual fulfilment of Issuer s present and future under Fance Documents, Issuer, Guaranr, BB and FA have ou SECURITY obligations 11

14 Subsequent Acco and shall Security Documents for benefit of Holders and Agent/Security Agent. 5.2 AB (reg. no ) and Capsne AB (reg. no ) shall pledge all shares Issuer pursuant Share Pledge Agreement. 5.3 BB and FA respectively shall each provide a guarantee (Sw. proprieborgeri) as for its own debt (Sw. sasom for egen skuld) pursuant BB Guarantee Agreement and FA ntee Agreement. 5.4 On Issue Date (or relation Subsequent Bond Issue, on issue date for Bonds), Issug Agent shall transfer an amount of Net Proceeds Debt Service Account, after which amount of funds held on Debt Service unt shall be equal first four quarterly Interest payments be paid under se Tenns and Conditions (i.e., should Interest already have been paid under se Tenns and Conditions, amount of funds held on Debt Service Account shall equal remader of first four quarterly Interest payments), calculation of which shall be based on Interest applicable two Busess Days before Issue Date. Agent shall, upon Issuer s request and connection with an Interest Payment Date, struct k transfer an amount, correspondg relevant terest payment, Issuer. 5.5 Issuer shall ensure that Security Documents and all documents relatg re are executed by respective Group and/or Guaranr, BB and FA favour of Holders (as represented by Security Agent) and Agent/Security Agent and that all documents are legally perfected, enforceable full force and effect ir terms. Issuer shall execute procure execution of furr documentation as Security Agent may reasonably require for and nt/security Agent at all times mata security position envisaged hereunder. Rate Ban Comp duly and valid, and accordg Holders order 5.6 Security Agent will, where applicable, hold security created under Security ents on behalf of itself and Holders accordance with se Terms and and Security Documents. 5.7 if orwise decided by procedures set out Clause 16 {Decisions by Holders) Clause 18 (Written Procedure), Agent/Security Agent is, without first havg obta Holders consent, entitled enter bdg agreements Issuer, its Subsidiaries or third parties if it is, Security Agent s sole discretion, necessary for purpose of establishg, matag, releasg or enforcg rity created (or be created) under Security Documents or for purpose of g various Holders relative rights security created under Security, respectively. Agent/Security Agent is take all measures available it Security Documents. Age Docum Conditions Holders accordg Except with alterg, entitled secu settl Documents accordg 5.8 If Bonds declared due and payable accordg Clause 14 (Termation of Bonds), or followg Extended Fal Maturity Date, Agent/Security Agent is, without first obta Holders consent, entitled enforce security created under are havg 12

15 Documents, manner and under conditions that Agent/Security Agent fds acceptable (if accordance with Security Documents, respectively). itiative Agent/Security Agent 5.9 If a Holders meetg has been convened decide on termation of Bonds and/or enforcement of all or of or guarantee under all or of rity Documents, Security Agent is obligated take actions accordance with Holders decision regardg security or guarantee created under Security Documents., if Bonds are not termated due cause for termation havg ceased or due or circumstance mentioned se Terms and Conditions, Security Agent shall not enforce of security or guarantee created under Security Documents. If Holders, without prior from Agent/Security Agent or Issuer, have made a decision regardg tennation of Bonds and enforcement of of security or guarantee created under Security Documents accordance with procedures set out Clause 16 (Decisions by Holders) Clause 18 (Written Procedure), shall promptly declare Bonds termated and enforce security or guarantee created under Security Documents. Agent/Security Agent however not liable e action if Agent/Security Agent considers for termation and/or acceleration not be at hand, structg writg commit holdg Agent/Security Agent demnified and, at Agent s/security Agent s own discretion, grant sufficient security for obligation is cause Holders tak unless that Security Agent receives on account of Holders connection with of or all of security or guarantee created under Security Documents constitute escrow funds (Sw. redovisngsmedel) Escrow Funds Act (Sw. (1944:181) om redovisngsmedel) and must be held on a separate account on behalf of Holders. Security Agent shall promptly arrange for payments be made s case. If Security Agent deems it appropriate, it may, accordance with Clause 5.11, struct CSD arrange for payment Holders. Funds enforcement accordg lag Holder 5.11 For purpose of rights of Holders and Agent/Security Agent under se Terms and Conditions and for purpose of distributg funds origatg from enforcement of security or guarantee created under Security Document, Issuer irrevocably authorises and empowers Agent/Security Agent act name of Issuer, and on behalf of Issuer, struct CSD arrange for payment rs accordance with Clause To extent permissible by law, powers set out Clause 5.11 are and shall be valid for as long as Bonds rema outstandg. Issuer shall immediately upon request by Agent/Security Agent provide Agent/Security Agent with documents, cludg a written power of form and substance Agent s/security Agent s satisfaction), which Agent/Security Agent deems necessary for purpose of carryg out its duties under Clause 5.9. Especially, Issuer shall, upon Agent Agent s request, provide Agent/Security Agent with a written power of atrney empowerg Agent change bank account registered with CSD a bank account name of Agent/Security Agent and struct CSD pay out funds origatg from an accordance with Clause 5.10 through CSD. exercisg irrevocable Holde this atrney ( s/security Agent/Security Holders enforcement 13

16 6. THE BONDS AND TRANSFERABILITY 6.1 Holder is bound by se Terms and Conditions without re beg furr actions ed be taken or formalities be complied with. 6.2 Bonds are freely transferable. All Bond transfers are subject se Tenns and ons and se Tenns and Conditions are aumatically applicable all transferees upon completed transfer. 6.3 a transfer of Bonds, rights and under Fance Documents relatg Bonds are aumatically transferred transferee. 6.4 No action is beg taken jurisdiction that would or is tended pennit a public offerg of Bonds or possession, circulation or distribution of document or or material relatg Issuer or Bonds jurisdiction or than Sweden, where action for that is required. Each Holder must form itself about, and observe, restrictions transfer of material relatg Issuer or Bonds, (due, e.g., its nationality, its residency, its registered address or its place(s) of busess). Each Holder must ensure compliance with restrictions at its own cost and expense. allegedly 6.5 For of doubt and notwithstandg above, a Holder which has rchased Bonds contradiction mandary restrictions applicable may neverless utilise its votg rights under se Tenns and Conditions and shall be entitled exercise its full rights as a Holder hereunder case allegations have been resolved. purpose applicable 7. BONDS IN ELECTRONIC BOOK-ENTRY FORM 7.1 Bonds will be registered for on ir respective Securities Accounts and no Bonds will be issued. Bonds will be registered accordance with Fancial Instruments Accounts Act. Registration requests relatg Bonds shall be ed an Account Operar avoidance pu until who accordg assignment, security, provisions of Swedish Children and nts Code (Sw. foraldrabalken (1949:381)), conditions of will or deed of gift or e have acquired a right receive payments respect of a Bond shall register ir entitlements receive payment accordance with Fancial Instruments Accounts Act. each Holders Accordgly, Issuer (and Agent when pennitted under CSD s applicable regulations) shall be titled fonnation from debt register (Sw. skuldbok) kept by CSD of Bonds. At request of Agent, Issuer shall promptly obta mation and provide it Agent. 7.4 For purpose of or connection with Holders Meetg or Written Procedure, ug Agent shall be entitled obta formation from debt register kept by CSD respect of Bonds. If Agent does not orwise obta formation from debt register as contemplated under Fance Documents, Issug Agent shall at request of Agent obta fonnation from debt register and it Agent. physical direct Those Pare orwis obta en respect for Iss provide 14

17 7.5 Issuer shall issue necessary power of employed by, as notified by Agent, order for dividuals dependently obta fonnation directly from debt register kept by CSD respect of Bonds. Issuer may not revoke power of atrney directed by Agent or unless consent re is given by Holders. 7.6 request of Agent, Issuer shall promptly struct Issug Agent obta from debt register kept by CSD respect of Bonds and provide Agent IN RESPECT OF THE BONDS payment or repayment under Fance Documents, or amount due respect of a repurchase of Bonds, shall be made Person who is registered as a Holder on Date prior relevant payment date, or or Person who is registered CSD on date as beg entitled receive relevant payment, repayment or repurchase amount. PAYMENTS Any Record with 8.2 If a Holder has registered, through an Account Operar, that prcipal, Interest and or payment that shall be made under Fance Documents shall be deposited a bank account; deposits will be effected by CSD on relevant payment date. In or cases, payments will be transferred by CSD Holder at address red with CSD on Record Date. Should CSD, due a delay on behalf of Issuer or some or obstacle, not be able payments as aforesaid, Issuer shall re that amounts are paid Persons who are registered as on relevant Date as soon as possible after obstacle has been removed. certa registe effect Holders 8.3 If, due obstacle for CSD, Issuer cannot make a payment or repayment, ment or repayment may be postponed has been removed. Interest shall accordance with Clause 9.3 postponement. procu Record obstacle 8.4 If payment or is made accordance with shall be deemed have fulfilled ir obligation ment was made a Person not receive until durg pay accrue this pay, repayment entitled pay Clause 8, Issuer and CSD irrespective of wher amount. 8.5 Issuer shall pay stamp duty or public fees accrug connection with itial Bond Issue or a Subsequent Bond Issue, but not respect of tradg secondary market (except extent required by applicable law), and shall deduct at source withholdg tax payable pursuant law. 8.6 Issuer is liable gross-up payments under se Terms and Conditions by virtue of withholdg tax, public levy similar and Bonds will bear Interest at Interest Rate applied Nomal Amount from, but excludg, Issue Date up and cludg relevant Redemption Date. Any Subsequent Bond will, however, carry Interest at Interest from, but excludg, In applicable not or INTEREST Rate 15

18 Payment Date fallg immediately prior its issuance up and relevant Redemption Date. 9.2 accrues durg an Interest Period. Payment of Interest respect of Bonds shall be made quarterly arrears Holders on Interest Payment Date for est Period. 9.3 shall be calculated on of actual number of days Interest Period respect of which payment is beg by 360 (actual/3 60-days basis). 9.4 If Issuer fails pay amount payable by it under Fance Documents on its due default terest shall accrue on overdue amount from, but excludg, due date and date of actual payment at a rate which is 200 pots higher than Interest Rate. Accrued default terest shall not be capitalised. No default terest shall crue where failure pay was solely attributable Agent or CSD which case Interest Rate shall apply stead. purchase 10. REDEMPTION AND REPURCHASE OF THE BONDS 10.1 Redemption at maturity basis Issuer shall redeem all, but not only some, of outstandg Bonds full on Fal Maturity Date (or, extent is not a Busess Day, on sess Day followg from an of Busess Day Convention) with an per Bond equal per cent, of Nomal Amount ger with accrued but unpaid Interest. Upon 10.2 Group Companies purchase day Bonds Any Group may, subject applicable law, at time and at price Bonds. Bonds held by a Group Comp may at Group Comp s discretion be ned, sold or, if held by Issuer, cancelled. date, up cludg ac application 10.3 Early voluntary redemption by Issuer Extended Bu amount of Issuer may redeem all, but not only some, of outstandg Bonds fall on sess Day prior First Call Date, at an amount equal Make Whole Amount ger with accrued but Interest. Comp Issuer may redeem all, but not only some, of outstandg Bonds on Busess Day fallg on or after First Call Date, but before Origal Fal Maturity Date, at ll Option Amount ger with accrued but unpaid Interest retai Bu unpaid accordance with Clause and shall be made by Issuer givg not less than fifteen (15) Days notice Holders and Agent. Any shall state Redemption Date and relevant Record Date and is irrevocable but may, at Issuer s discretion, conta one or more conditions precedent. expiry of notice and fulfilment of conditions precedent (if ), Issuer is bound Bonds fall at applicable amounts. Ca Redemption Busess notice redeem 16

19 10.4 Voluntary partial repayment by Issuer on Origal Fal Maturity Date Issuer may on Origal Fal Maturity Date partially repay Bonds pro rata at al i.e. resultg partial redemption of all Bonds by way of reduction of al Amount of each Bond pro rata (rounded off a multiple of SEK 1,000) accordance with Clause shall be made by Issuer givg not less than ten (10) Days notice Holders and Agent. Any notice is irrevocable and shall state amount per Bond be repaid. expiry of notice, Issuer is bound partially repay Bonds at applicable amount Voluntary redemption by Issuer prior Extended Fal Maturity Date Issuer may redeem all, but not only some, of outstandg Bonds lull on s Day fallg after Origal Fal Maturity Date, but before Extended Fal turity Date, at an amount equal Call Option Amount ger with accrued but Interest accordance with Clause shall be made by Issuer givg not less fifteen (15) Days notice and Agent. Any notice shall Redemption Date and relevant Record Date and is irrevocable but may, at Issuer s discretion, conta one or more precedent. Upon expiry of notice and fulfilment of conditions precedent (if ), Issuer is bound redeem nds full at applicable amount. Extended 10.6 dary partial repayment with Buses Ma unpaid Redemption than Busess state Holders conditions Property Project Proceeds Issuer shall utilise all Project Proceeds partially repay Bonds. ment shall be made on occasion with an aggregate amount of not less than SEK,000,000. shall be made be made pro rata at premium set forth Call Option Amount, i.e. resultg a partial redemption of Bonds by reducg outstandg Nomal of Bond (rounded off a multiple of SEK 1,000). Property each Bo Man Repay 50 Repayment applicable Extended each Amount Property Issuer shall as soon as after havg received Project Proceeds an e of not less than SEK 50,000,000 one or more payments it from Material Group Companies carryg out Property Projects) notify Holders and of repayment be carried out accordance with Clause possible aggregat amount Agent (after 17

20 each Holder obligation ger durg calen accordance with Clause shall be made by Issuer givg not less than (10) Busess Days notice Holders and Agent. Such notice is irrevocable and state (i) Redemption Date no later than twenty (20) Busess Days after notification date), (ii) relevant and (iii) amount per Bond be repaid. Upon expiry of notice, Issuer is bound partially repay Bonds at applicable amounts repurchase due a Change of Control Event or Listg Failure (put option) Upon a Change of Control Event or a Listg Failure occurrg, shall have right request that all, or only some, of its Bonds be repurchased (whereby Issuer shall have repurchase Bonds) at a price per Bond equal per cent, of Nomal Amount with accrued but unpaid Interest; a period of thirty (30) dar days followg a notice from Issuer of Change of Control Event or Listg Failure pursuant Clause (e). 30 calendar days period may not start earlier than upon occurrence of Change of Control Event or Listg Failure notice from Issuer pursuant Clause (e) shall specify repurchase date clude structions about actions that a Holder needs take if wants Bonds held by it be repurchased. If a Holder so requested, and acted accordance with uctions notice from Issuer, Issuer, or a Person designated by Issuer, shall repurchase relevant Bonds and repurchase shall fall due on repurchase date specified notice given by Issuer pursuant Clause (e). repurchase date must fall no later than twenty (20) Busess Days after end of period referred Clause it and has str amount Issuer shall comply with requirements of applicable securities laws or regulations connection with repurchase of Bonds. To extent that provisions of laws and regulations conflict with provisions this Clause 10.4, Issuer shall ply with applicable securities laws and regulations and will not be deemed have breached its obligations under this Clause 10.4 by virtue of conflict Any Bonds repurchased by Issuer pursuant this Clause 10.4 may at Issuer s discretion be retaed, sold or cancelled UNDERTAKINGS So long as Bond remas outstandg, Issuer dertakgs set forth this Clause 11. stributions com SPECIAL undertakes un Di comply with special Issuer shall not, and shall procure that of its Subsidiaries will, (i) pay dividend on shares, (ii) repurchase of its own shares, (iii) redeem its share capital or or restricted equity with repayment (iv) repay or pay under shareholder loans, or (v) make or similar distributions or transfers of value (Sw. forgar) ((i)-(v) above are ger and dividually referred as a none terest shareholders, Restricted vardeover 18

21 Payment ), provided however that if, at time of payment, no Event of Default is Restricted Payment can be made: (a) Issuer or of its Subsidiaries if Restricted Payment is made uer or of Issuer s Subsidiaries and, if made by a Subsidiary which is not owned, is made on a pro rata basis, (b) by Issuer or Subsidiary or wards payment of outstandg prcipal ng accrued but unpaid terest) on Existg Shareholder Loans 2014, unpaid Current Shareholder amount (c) by Issuer or Subsidiary or payment of outstandg ncludg accrued but terest) on loans (or than Existg Shareholder Loans 2014) granted by Shareholders (or a comp controlled by Shareholders or Affiliate comp) (ger Loan Credirs ), if Restricted Payment does not exceed aggregate prcipal amount of loans Issuer or Subsidiaries granted by holder Loan Credir, subsequent Issue Date, or (d) by Issuer, provided that Incurrence Test (cludg Restricted Payment calculation) is fulfilled, and aggregate of all Restricted Payments of Group (except for Restricted Payments pennitted under subsections (a) (c) above), and Guaranr s comp group fiscal year (cludg Restricted Payment question) does not exceed higher of SEK 30,000,000 or an amount correspondg fifty (50) per cent, of aggregate net profit (Sw. arets resultat) after tax of Issuer s and Guaranr s comp groups for fiscal year based on annual audited fancial (and without accumulation of profits from previous fiscal years). statements 11.2 Listg Bonds and redemption Issuer shall ensure that Initial Bonds are listed on corporate bond list of OMX Sckholm with 60 calendar days from Issue Date, and shall take all required ensure that Initial Bonds, once admitted tradg on corporate bond list of NASDAQ OMX Sckholm, contue beg listed reon (however, takg count rules and regulations of NASDAQ OMX Sckholm CSD preventg Bonds close connection of Bonds). Comp disposal 11.3 Nature busess its (i Current Share question Issuer shall procure that no substantial change is made general nature of ess as carried out by Group on Issue Date Disposals previous assets of Issuer shall not, and shall procure that no Material Group will, sell or ise dispose of all or some of shares Material Group Comp or of all or ntially all of its or a Material Group Comp s assets or operations Person not beg Issuer or of wholly-owned Subsidiaries, unless is carried out NASDAQ measures ac tradg of bus of orw substa 19

22 at fair market value and on terms and cusmary for transaction and provided that it does not have a Material Adverse Effect with laws etcetera Issuer shall, and shall procure that its will, (i) all material respects with all laws and regulations applicable from time time and (ii) obta, mata, and all material respects with, terms and conditions of authorisation, approval, licence or or pennit required for busess carried out by itself or or oup Comp with related parties Issuer and shall procure that its Subsidiaries will, conduct all dealgs with t and direct shareholders of Group Companies (excludg or Group panies) and/or Affiliates of direct and direct shareholders, at arm s length terms Debt Service Account Issuer shall procure that no funds are transferred from Debt Service Account except make payments of Interest Mimum liquidity Issuer shall procure that Issuer at all times has an aggregate amount of at least SEK,000,000 Cash or Cash Equivalents Real Estate Investments Issuer shall procure that at least 90 per cent, of Investments made by Group and Guaranr s group each fancial constitutes Real Estate Investments. triction on lendgandprovision year guarantees Comp of Issuer shall procure that, except for lendg and provision of guarantees between (i) oup Companies, (ii) Group Companies and companies with Guaranr s comp group, and (iii) Group Companies and Jot Venture Companies, no Group shall grant loans and/or provide guarantees on or after Issue Date. debtedness early on currgfancial Dealgs shall, direc Com Issuer may only cur fancial debtedness if fancial debtedness (i) is ed as a result of a Subsequent Bond Issue, or (ii) is unsecured and ranks pari passu or is subordated obligations of Issuer under Fance Documents, and has a fal redemption date or, when applicable, redemption dates or stalment dates which occur after Extended Fal Maturity Date. Issuer 20 Test Res Gr Restriction curr Matenance undertakes ensure that ratio of Book Equity Total Assets is at least