Exhibit 10.1


 


AKOYA BIOSCIENCES, INC.


 


2015 EQUITY INCENTIVE PLAN


 


1.           Purposes
of the Plan. The purposes of this Plan are:


 


		·	to attract and retain the best available personnel for positions of substantial responsibility,



 


		·	to provide additional incentive to Employees, Directors and Consultants, and



 


		·	to promote the success of the Company’s business.



 


The Plan permits the
grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock
Units.


 


2.           Definitions.
As used herein, the following definitions will apply:


 


(a)           “Administrator”
means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.


 


(b)           “Applicable
Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted
and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.


 


(c)           “Award”
means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, or Restricted
Stock Units.


 


(d)           “Award
Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award
granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.


 


(e)           “Board”
means the Board of Directors of the Company.


 


(f)           Change
in Control” means the occurrence of any of the following events:


 


(i)            Change
in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more
than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the
stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change
in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will
not be considered a Change in Control; or


 






     


     


    

 


(ii)           Change
in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the
Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board
is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the
members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered
to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be
considered a Change in Control; or


 


(iii)          Change
in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of
the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period
ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair
market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior
to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets
of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such
assets.


 


For purposes of this
Section 2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business transaction with the Company.


 


Notwithstanding the
foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within
the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury
Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.


 


Further and for the
avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction
of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company’s securities immediately before such transaction.


 


(g)           “Code”
means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor
or amended section of the Code.


 


(h)           “Committee”
means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by the compensation
committee of the Board, in accordance with Section 4 hereof.


 


(i)            “Common
Stock” means the Class B common stock of the Company.


 


(j)            “Company”
means Akoya Biosciences, Inc., a Delaware corporation, or any successor thereto.


 






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(k)          “Consultant”
means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render bona fide services to such entity,
provided the services (i) are not in connection with the offer or sale of securities in a capital-raising transaction, and
(ii) do not directly promote or maintain a market for the Company’s securities.


 


(l)           “Director”
means a member of the Board.


 


(m)         “Disability”
means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive
Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance
with uniform and non-discriminatory standards adopted by the Administrator from time to time.


 


(n)          “Employee”
means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither
service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment”
by the Company.


 


(o)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(p)          “Exchange
Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards
of the same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash,
(ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person
or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced or increased.
The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.


 


(q)          “Fair
Market Value” means, as of any date, the value of Common Stock determined as follows:


 


(i)            If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq
Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will
be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system
on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;


 


(ii)           If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value
of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if
no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported
in The Wall Street Journal or such other source as the Administrator deems reliable; or


 


(iii)          In
the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator.


 






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(r)            “Incentive
Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock
option within the meaning of Code Section 422 and the regulations promulgated thereunder.


 


(s)           “Nonstatutory
Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock
Option.


 


(t)            “Option”
means a stock option granted pursuant to the Plan.


 


(u)           “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).


 


(v)           “Participant”
means the holder of an outstanding Award.


 


(w)          “Period
of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions
and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time,
the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.


 


(x)           “Plan”
means this 2015 Equity Incentive Plan.


 


(y)           “Restricted
Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 of the Plan, or issued pursuant
to the early exercise of an Option.


 


(z)           “Restricted
Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant
to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.


 


(aa)         “Service
Provider” means an Employee, Director or Consultant.


 


(bb)        “Share”
means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan.


 


(cc)         “Stock
Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is
designated as a Stock Appreciation Right.


 


(dd)        “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).


 


3.            Stock
Subject to the Plan.


 


(a)           Stock
Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that
may be subject to Awards and sold under the Plan is 3,402,536 Shares (increased from 693,335 Shares). The Shares may be authorized
but unissued, or reacquired Common Stock.


 






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(b)         Lapsed
Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange
Program, or, with respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased by the Company due to the
failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased
Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated).
With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right will cease to be
available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under
the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned
to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant
to Awards of Restricted Stock or Restricted Stock Units are repurchased by the Company or are forfeited to the Company due to the
failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an
Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the
Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing
the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided
in Section 13, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the
aggregate Share number stated in Section 3(a), plus, to the extent allowable under Code Section 422 and the Treasury
Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Section 3(b).


 


(c)          Share
Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will
be sufficient to satisfy the requirements of the Plan.


 


4.           Administration
of the Plan.


 


(a)          Procedure.


 


(i)           Multiple
Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.


 


(ii)          Other
Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee,
which Committee will be constituted to satisfy Applicable Laws.


 


(b)          Powers
of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:


 


(i)            to
determine the Fair Market Value;


 


(ii)           to
select the Service Providers to whom Awards may be granted hereunder;


 


(iii)          to
determine the number of Shares to be covered by each Award granted hereunder;


 






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(iv)          to
approve forms of Award Agreements for use under the Plan;


 


(v)           to
determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based
on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding
any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;


 


(vi)          to
institute and determine the terms and conditions of an Exchange Program;


 


(vii)         to
construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;


 


(viii)        to
prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under
applicable foreign laws;


 


(ix)           to
modify or amend each Award (subject to Section 18(c) of the Plan), including but not limited to the discretionary authority
to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section 6(d));


 


(x)            to
allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 14;


 


(xi)           to
authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted
by the Administrator;


 


(xii)          to
allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant
under an Award; and


 


(xiii)         to
make all other determinations deemed necessary or advisable for administering the Plan.


 


(c)          Effect
of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and
binding on all Participants and any other holders of Awards.


 


5.            Eligibility.
Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units may be granted to Service Providers.
Incentive Stock Options may be granted only to Employees.


 






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6.            Stock
Options.


 


(a)          Grant
of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant
Options in such amounts as the Administrator, in its sole discretion, will determine.


 


(b)           Option
Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of
the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other
terms and conditions as the Administrator, in its sole discretion, will determine.


 


(c)            Limitations.
Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding
such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock
Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any
Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options.
For purposes of this Section 6(c), Incentive Stock Options will be taken into account in the order in which they were
granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted,
and calculation will be performed in accordance with Code Section 422 and Treasury Regulations promulgated thereunder.


 


(d)           Term
of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more
than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who,
at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years
from the date of grant or such shorter term as may be provided in the Award Agreement.


 


(e)           Option
Exercise Price and Consideration.


 


(i)            Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by
the Administrator, but will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant.
In addition, in the case of an Incentive Stock Option granted to an Employee who owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will
be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing
provisions of this Section 6(e)(i), Options may be granted with a per Share exercise price of less than one hundred percent
(100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent
with, Code Section 424(a).


 


(ii)           Waiting
Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option
may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.


 






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(iii)          Form of
Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration
at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to the
extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting
such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole
discretion; (5) consideration received by the Company under cashless exercise program (whether through a broker or otherwise)
implemented by the Company in connection with the Plan; (6) by net exercise, (7) such other consideration and method
of payment for the issuance of Shares to the extent permitted by Applicable Laws, or (8) any combination of the foregoing
methods of payment. In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance
of such consideration may be reasonably expected to benefit the Company.


 


(f)           Exercise
of Option.


 


(i)            Procedure
for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option
may not be exercised for a fraction of a Share.


 


An Option will be deemed
exercised when the Company receives: (i) notice of exercise (in such form as the Administrator may specify from time to time)
from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is
exercised (together with applicable tax withholding). Full payment may consist of any consideration and method of payment authorized
by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued
in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until
the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent
of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares
subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly
after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the
date the Shares are issued, except as provided in Section 13 of the Plan.


 


Exercising an Option
in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.


 


(ii)          Termination
of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s
termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within
thirty (30) days of termination, or such longer period of time as is specified in the Award Agreement (but in no event later than
the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date
of termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as
to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination
the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate,
and the Shares covered by such Option will revert to the Plan.


 






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(iii)          Disability
of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant
may exercise his or her Option within six (6) months of termination, or such longer period of time as is specified in the
Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the
extent the Option is vested on the date of termination. Unless otherwise provided by the Administrator, if on the date of termination
the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert
to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option
will terminate, and the Shares covered by such Option will revert to the Plan.


 


(iv)          Death
of Participant. If a Participant dies while a Service Provider, the Option may be exercised within six (6) months following
the Participant’s death, or within such longer period of time as is specified in the Award Agreement (but in no event later
than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on
the date of death, by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the
Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant,
then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to
whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution.
Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised
within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.


 


7.            Stock
Appreciation Rights.


 


(a)           Grant
of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to
Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.


 


(b)           Number
of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock
Appreciation Rights.


 


(c)           Exercise
Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received
upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and
will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator,
subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation
Rights granted under the Plan.


 






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(d)          Stock
Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify
the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as
the Administrator, in its sole discretion, will determine.


 


(e)          Expiration
of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the
Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating
to the maximum term and Section 6(f) relating to exercise also will apply to Stock Appreciation Rights.


 


(f)           Payment
of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive
payment from the Company in an amount determined by multiplying:


 


(i)            The
difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times


 


(ii)           The
number of Shares with respect to which the Stock Appreciation Right is exercised.


 


At the discretion of
the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some
combination thereof.


 


8.            Restricted
Stock.


 


(a)           Grant
of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time,
may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.


 


(b)           Restricted
Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction,
the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions
on such Shares have lapsed.


 


(c)           Transferability.
Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.


 


(d)           Other
Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as
it may deem advisable or appropriate.


 


(e)           Removal
of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted
Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction
or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which
any restrictions will lapse or be removed.


 






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(f)            Voting
Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise
full voting rights with respect to those Shares, unless the Administrator determines otherwise.


 


(g)            Dividends
and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled
to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise.
If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability
and forfeitability as the Shares of Restricted Stock with respect to which they were paid.


 


(h)            Return
of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have
not lapsed will revert to the Company and again will become available for grant under the Plan.


 


9.           Restricted
Stock Units.


 


(a)            Grant.
Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator
determines that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions,
and restrictions related to the grant, including the number of Restricted Stock Units.


 


(b)            Vesting
Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to
which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator
may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited
to, continued employment or service), or any other basis determined by the Administrator in its discretion.


 


(c)            Earning
Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout
as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator,
in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.


 


(d)            Form and
Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined
by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted
Stock Units in cash, Shares, or a combination of both.


 


(e)            Cancellation.
On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.


 






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10.          Compliance
With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application
of, or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator.
The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed
and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To
the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will
be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant,
payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.


 


11.          Leaves
of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will
be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave
of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent,
or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment
upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved
by the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave, any Incentive
Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes
as a Nonstatutory Stock Option.


 


12.          Limited
Transferability of Awards.


 


(a)            Unless
determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in
any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant,
only by the Participant. If the Administrator makes an Award transferable, such Award may only be transferred (i) by will,
(ii) by the laws of descent and distribution, or (iii) as permitted by Rule 701 of the Securities Act of 1933, as
amended (the “Securities Act”).


 


(b)            Further,
during the period the Company is relying upon the exemption from registration provided in Rule 12h-1(f)(1) promulgated
under the Exchange Act (the “Rule 12h-1(f) Exemption”) until the Company either (i) becomes subject
to the reporting requirements of Section 13 or 15(d) of the Exchange Act or (ii) is no longer relying upon the Rule 12h-1(f) Exemption,
an Option, or prior to exercise, the Shares subject to the Option, may not be pledged, hypothecated or otherwise transferred or
disposed of, in any manner, including by entering into any short position, any “put equivalent position” or any “call
equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively),
other than to (x) persons who are “family members” (as defined in Rule 701(c)(3) of the Securities Act)
through gifts or domestic relations orders, or (y) to an executor or guardian of the Participant upon the death or disability
of the Participant, in each case, to the extent required for continued reliance on the Rule 12h-1(f) Exemption. Notwithstanding
the foregoing sentence, the Administrator, in its sole discretion, may determine to permit transfers to the Company or in connection
with a Change in Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f) or,
if the Company is not relying on the Rule 12h-1(f) Exemption, to the extent permitted by the Plan.


 






    -12-


     


    

 


13.          Adjustments;
Dissolution or Liquidation; Merger or Change in Control.


 


(a)            Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase,
or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the
Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, will adjust the number and class of shares of stock that may be delivered under the Plan and/or
the number, class, and price of shares of stock covered by each outstanding Award; provided, however, that the Administrator will
make such adjustments to an Award required by Section 25102(o) of the California Corporations Code to the extent the
Company is relying upon the exemption afforded thereby with respect to the Award.


 


(b)            Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each
Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously
exercised, an Award will terminate immediately prior to the consummation of such proposed action.


 


(c)            Merger
or Change in Control. In the event of a merger of the Company with or into another corporation or other entity or a Change
in Control, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following
paragraph) without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially
equivalent Awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments
as to the number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards
will terminate upon or immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards
will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part
prior to or upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon
or immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) the termination of an Award in
exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of
such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance
of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would
have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated
by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator
in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this subsection
13(c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, or all Awards of the same
type, similarly.


 


In the event that the
successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and
have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such
Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse,
and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved
at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if an Option or Stock Appreciation
Right is not assumed or substituted in the event of a merger or Change in Control, the Administrator will notify the Participant
in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by
the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such
period.


 






    -13-


     


    

 


For the purposes of this
subsection 13(c), an Award will be considered assumed if, following the merger or Change in Control, the Award confers the right
to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration
(whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Common Stock for
each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger
or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent
of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation
Right or upon the payout of a Restricted Stock Unit, for each Share subject to such Award, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the
merger or Change in Control.


 


Notwithstanding anything
in this Section 13(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more
performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without
the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s
post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.


 


Notwithstanding anything
in this Section 13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and
if the change in control definition contained in the Award Agreement does not comply with the definition of “change of control”
for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under
this Section will be delayed until the earliest time that such payment would be permissible under Code Section 409A without
triggering any penalties applicable under Code Section 409A.


 


14.          Tax
Withholding.


 


(a)            Withholding
Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have
the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy
federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with
respect to such Award (or exercise thereof).


 






    -14-


     


    

 


(b)            Withholding
Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time,
may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying
cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum
statutory amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value
equal to the statutory amount required to be withheld, provided the delivery of such Shares will not result in any adverse accounting
consequences, as the Administrator determines in its sole discretion, or (iv) selling a sufficient number of Shares otherwise
deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a
broker or otherwise) equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include
any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined
by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award
on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered
will be determined as of the date that the taxes are required to be withheld.


 


15.          No
Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing
the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s
right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by
Applicable Laws.


 


16.          Date
of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination
granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided
to each Participant within a reasonable time after the date of such grant.


 


17.          Term
of Plan. Subject to Section 21 of the Plan, the Plan will become effective upon its adoption by the Board. Unless sooner
terminated under Section 18, it will continue in effect for a term of ten (10) years from the later of (a) the effective
date of the Plan, or (b) the earlier of the most recent Board or stockholder approval of an increase in the number of Shares
reserved for issuance under the Plan.


 


18.          Amendment
and Termination of the Plan.


 


(a)            Amendment
and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.


 


(b)            Stockholder
Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.


 


(c)            Effect
of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any
Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing
and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise
the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.


 






    -15-


     


    

 


19.          Conditions
Upon Issuance of Shares.


 


(a)            Legal
Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance
and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company
with respect to such compliance.


 


(b)            Investment
Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent
and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.


 


20.          Inability
to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve
the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not
have been obtained.


 


21.          Stockholder
Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date
the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable
Laws.


 


22.          Information
to Participants. If and as required (i) pursuant to Rule 701 of the Securities Act, if the Company is relying on
the exemption from registration provided pursuant to Rule 701 of the Securities Act with respect to the applicable Award,
and/or (ii) pursuant to Rule 12h-1(f) of the Exchange Act, to the extent the Company is relying on the Rule 12h-(1)(f) Exemption,
then during the period of reliance on the applicable exemption and in each case of (i) and (ii) until such time as the
Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,, the Company shall
provide to each Participant the information described in paragraphs (e)(3), (4), and (5) of Rule 701 under the Securities
Act not less frequently than every six (6) months with the financial statements being not more than 180 days old and with
such information provided either by physical or electronic delivery to the Participants or by written notice to the Participants
of the availability of the information on an Internet site that may be password-protected and of any password needed to access
the information. The Company may request that Participants agree to keep the information to be provided pursuant to this section
confidential. If a Participant does not agree to keep the information to be provided pursuant to this section confidential, then
the Company will not be required to provide the information unless otherwise required pursuant to Rule 12h-1(f)(1) under
the Exchange Act (if the Company is relying on the Rule 12h-1(f) Exemption) or Rule 701 of the Securities Act (if
the Company is relying on the exemption pursuant to Rule 701 of the Securities Act).


 






    -16-


     


    

 


AKOYA BIOSCIENCES, INC.


 


2015
EQUITY INCENTIVE PLAN


 


STOCK OPTION AGREEMENT


 


Unless
otherwise defined herein, the terms defined in the 2015 Equity Incentive Plan (the “Plan”) shall have the same
defined meanings in this Stock Option Agreement (the “Option Agreement”).


 


I.             NOTICE
OF STOCK OPTION GRANT


 


Name:                                                                                               


 


Address:                                                                                               


 


The undersigned Participant
has been granted an Option to purchase Class B Common Stock (non-voting) of the Company, subject to the terms and conditions of
the Plan and this Option Agreement, as follows:


 


	Award Number:	 	 
	 	 
	Date of Grant:	 	 
	 	 
	Vesting Commencement Date:	 	 
	 	 
	Exercise Price per Share:	 	 
	 	 
	Total Number of Shares Granted:	 	 
	 	 
	Total Exercise Price :	 	 
	 	 




	Type of Option:	—	Incentive Stock Option
	 	 	 
	 	 —	Nonstatutory
Stock Option




 


	Term/Expiration Date:	 	 
	 	(subject to the
termination provisions below)




 


Vesting
Schedule:


 


This Option shall be
exercisable, in whole or in part, according to the following vesting schedule:


 


Twenty-five percent
(25%) of the Shares subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one
forty-eighth (1/48th) of the Shares subject to the Option shall vest each month thereafter on the same day of the month
as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to Participant continuing
to be a Service Provider through each such date.


 






     


     


    

 


Termination
Period:


 


This Option shall be
exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s
death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service
Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided
above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.


 


II.            AGREEMENT


 


1.             Grant
of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in
Part I of this Option Agreement (“Participant”), an option (the “Option”) to purchase the number of Shares
set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the
 “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference.
Subject to Section 18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option
Agreement, the terms and conditions of the Plan shall prevail.


 


If designated in the
Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive
Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code
Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason
this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion
thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent or Subsidiary
or any of their respective employees or directors have any liability to Participant (or any other person) due to the failure of
the Option to qualify for any reason as an ISO.


 


2.             Exercise
of Option.


 


(a)           Right
to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice
of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement, including, without limitation,
agreeing to become a party to the Voting Agreement and Co-Sale Agreement, as applicable, as defined in the Exercise Notice.


 


(b)           Method
of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A
(the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which
shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the
 “Exercised Shares”), and such other representations and agreements as may be required by the Company. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable
tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by the aggregate Exercise Price, together with any applicable tax withholding.


 






    -2-


     


    

 


No Shares shall be issued
pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance,
for income tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised
with respect to such Shares.


 


3.             Participant’s
Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities
Act”), at the time this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise
of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached
hereto as Exhibit B.


 


4.             Lock-Up
Period. Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer
or dispose of, directly or indirectly, any Class B Common Stock (or other securities) of the Company or enter into any swap, hedging
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Class
B Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a
period specified by the representative of the underwriters of Class B Common Stock (or other securities) of the Company not to
exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under
the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions
on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including,
but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions
or amendments thereto).


 


Participant agrees to
execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent
with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative
of the underwriters of Class B Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days
of such request, such information as may be required by the Company or such representative in connection with the completion of
any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The
obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1
or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145
transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions
with respect to the shares of Class B Common Stock (or other securities) subject to the foregoing restriction until the end of
said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired
pursuant to the Option shall be bound by this Section 4.


 






    -3-


     


    

 


5.             Method
of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election
of the Participant:


(a)           cash;


 


(b)           check;


 


(c)           consideration
received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or


(d)           surrender
of other Shares which (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must be owned free and clear
of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator,
shall not result in any adverse accounting consequences to the Company.


 


6.             Restrictions
on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company,
or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute
a violation of any Applicable Law.


 


7.             Non-Transferability
of Option.


 


(a)           This
Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised
during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be binding upon
the executors, administrators, heirs, successors and assigns of Participant.


 


(b)           Further,
until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator
determines that it is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act
as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Reliance End Date”), Participant shall not
transfer this Option or, prior to exercise, the Shares subject to this Option, in any manner other than (i) to persons who are
 “family members” (as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic relations orders,
or (ii) to an executor or guardian of Participant upon the death or disability of Participant. Until the Reliance End Date, the
Options and, prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated or otherwise transferred or
disposed of, including by entering into any short position, any “put equivalent position” or any “call equivalent
position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted in
clauses (i) and (ii) of this paragraph.


 


8.             Term
of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised
during such term only in accordance with the Plan and the terms of this Option Agreement.


 


9.             Tax
Obligations.


 


(a)           Tax
Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or
retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements
applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse
to deliver the Shares if such withholding amounts are not delivered at the time of exercise.


 






    -4-


     


    

 


(b)           Notice
of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells
or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years
after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the
Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company
on the compensation income recognized by Participant.


 


(c)            Code
Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date
but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by
the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a
 “discount option”) may be considered “deferred compensation.” An Option that is a “discount option”
may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%)
federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional
state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed
that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on
the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per
Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible
for Participant’s costs related to such a determination.


 


(d)           No
Election to Defer Taxation on Exercise. No election under Section 83(i) of the Code will be available upon exercise of this
Option. The Company has declined to establish the escrow arrangement under Section III.B.2 of IRS Notice 2018-97 (or other applicable
regulations) under Section 83(i) of the Code or otherwise create the conditions that would allow for elections under Section 83(i)
of the Code.


 


10.           Entire
Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan, this Option Agreement and any additional
agreements referenced in the Exercise Notice, constitute the entire agreement of the parties with respect to the subject matter
hereof and supersede in their entirety all prior undertakings and agreements (including offer letters) of the Company and Participant
with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means
of a writing signed by the Company and Participant. This Option Agreement is governed by the internal substantive laws but not
the choice of law rules of California.


 






    -5-


     


    

 


11.           No
Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE
HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR
RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR
ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT
OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME,
WITH OR WITHOUT CAUSE.


 


12.           Non-US
Persons. If Participant is not a “U.S. person” (as defined by Section 7701(a)(30) of the Internal Revenue Code
of 1986, as amended), Participant hereby represents that Participant has satisfied herself/himself/itself as to the full observance
of the laws of Participant’s jurisdiction and country in connection with the receipt of this Option Agreement, including
(i) the legal requirements within Participant’s jurisdiction for the exercise of this Option Agreement, (ii) any foreign
exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and
(iv) the income tax and other tax consequences, if any, that may be relevant to the exercise, purchase, holding, redemption, sale,
or transfer of the securities underlying this Option Agreement.


 


Participant acknowledges
receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety,
has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the
Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator
upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the
residence address indicated below.


 


	PARTICIPANT	 	AKOYA
    BIOSCIENCES, INC.
	 	 	 
	 	 	 
	 	 	 
	[participant name]	 	Signature
	 	 	 
	 	 	 
	 	 	Print Name
	 	 	 
	 	 	 
		 	Title




 






    -6-


     


    

 





EXHIBIT A


 


2015
EQUITY INCENTIVE PLAN


 


EXERCISE NOTICE


 


Akoya Biosciences, Inc.


1505 O’Brien Drive, Suite A-1


Menlo Park, CA 94025


 


Attention:
President


 


1.             Exercise
of Option. Effective as of today, ________________, ____, the undersigned (“Participant”) hereby elects to exercise
Participant’s option (the “Option”) to purchase ________________ shares of the Class B Common Stock (the
 “Shares”) of Akoya Biosciences, Inc. (the “Company”) under and pursuant to the 2015 Equity Incentive Plan
(the “Plan”) and the Stock Option Agreement for Award Number 109 dated May 2, 2019 (the “Option Agreement”).


 


2.             Delivery
of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option
Agreement, and any and all withholding taxes due in connection with the exercise of the Option.


 


3.             Representations
of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement
and agrees to abide by and be bound by their terms and conditions.


 


4.             Rights
as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Class B Common Stock subject to an Award, notwithstanding the exercise of the Option. The Shares shall
be issued to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment
shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 13
of the Plan.


 


5.             Company’s
Right of First Refusal. Before any Shares held by Participant or any transferee (either being sometimes referred to herein
as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company
or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5
(the “Right of First Refusal”).


 


(a)           Notice
of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating:
(i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed
purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed
Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares
(the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).


 






    


     


    

 


(b)           Exercise
of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred
to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.


 


(c)           Purchase
Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under
this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent
value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.


 


(d)           Payment.
Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation
of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee,
to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and
at the times set forth in the Notice.


 


(e)           Holder’s
Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased
by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such
Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer
is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is
effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions
of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described
in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and
the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be
sold or otherwise transferred.


 


(f)            Exception
for Certain Family Transfers. Anything to the contrary contained in this Section 5 notwithstanding, the transfer of any
or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s
immediate family or a trust for the benefit of the Participant’s immediate family shall be exempt from the provisions of
this Section 5. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father,
mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject
to the provisions of this Section 5, and there shall be no further transfer of such Shares except in accordance with the
terms of this Section 5.


 


(g)           Termination
of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale
of Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity
securities that are publicly traded.


 








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6.             Tax
Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s
purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant
deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company
for any tax advice.


 


7.             Restrictive
Legends and Stop-Transfer Orders.


 


(a)           Legends.
Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent
thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required
by the Company or by state or federal securities laws:


 


THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.


 


THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER
OR ITS ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH
MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON TRANSFEREES
OF THESE SHARES.


 


THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE
UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER
OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT
OF THE COMPANY OR THE MANAGING UNDERWRITER.


 


(b)           Stop-Transfer
Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may
issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its
own securities, it may make appropriate notations to the same effect in its own records.


 


(c)           Refusal
to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 






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8.             Successors
and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this
Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators, successors
and assigns.


 


9.             Interpretation.
Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith
to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator
shall be final and binding on all parties.


 


10.           Governing
Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of
California. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Exercise Notice shall continue in full force and effect.


 


11.           Accession
and Joinder to Voting Agreement. By signing this Exercise Notice, I hereby acknowledge and agree that I shall be deemed a
 “Key Holder” as such term is defined in the Second Amended and Restated Voting Agreement dated September 26, 2018
by and among the stockholders of the Company and the Company, in the form provided to me by the Company (the “Voting Agreement”)
and I shall have all the rights and privileges, and be subject to all of the obligations and restrictions pursuant to such Voting
Agreement. I further acknowledge that I have received a copy of the Voting Agreement from the Company and I covenant and agree
to execute and deliver to the Company any and all documents to effectuate this provision including, without limitation, (a) the
Adoption Agreement attached hereto as Exhibit A-1 (and obtain a signed Consent of Spouse, if necessary) and (b) any restated
or amended subsequent versions of such Voting Agreement.


 


12.          Accession
and Joinder to Right of First Refusal and Co-Sale Agreement. In the event that I am or I become a holder of at least one percent
(1%) or more of the Company’s then outstanding Common Stock (treating for this purpose all shares of Common Stock issuable
upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised or converted) (“1%
Threshold”), I hereby acknowledge and agree that by signing this Exercise Notice, I shall be deemed a “Holder”
as such term is defined in the Second Amended and Restated Right of First Refusal and Co-Sale Agreement dated September 26, 2018
by and among the stockholders of the Company and the Company, in the form provided to me by the Company (the “Co-Sale Agreement”).
Contingent upon me holding capital stock to satisfy the 1% Threshold, I hereby acknowledge that I shall have all the rights and
privileges, and be subject to all of the obligations and restrictions pursuant to such Co-Sale Agreement. I further acknowledge
that I have received a copy of the Co-Sale Agreement from the Company and I covenant and agree to execute and deliver to the Company
any and all documents to effectuate this provision including, without limitation, (a) the Adoption Agreement attached hereto as
Exhibit A-1 (and obtain a signed Consent of Spouse, if necessary) and (b) any restated or amended subsequent versions of
such Co-Sale Agreement.


 






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13.           Entire
Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option
Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and agreements (including offer letters) of the Company and
Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except
by means of a writing signed by the Company and Participant.


 


	Submitted
    by:	 	Accepted
    by:
	PARTICIPANT	 	AKOYA BIOSCIENCES,
    INC.
	 	 	 
	 	 	 
	Signature    	 	By
	 	 	 
	 	 	 
	Print Name	 	Print Name
	 	 	 
	 	 	 
	 	 	Title
	 	 	 
	Address:	 	Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Date Received




 






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EXHIBIT A-1


 


ADOPTION AGREEMENT


 


This Adoption Agreement
(“Adoption Agreement”) is executed on ___________________, 20____, by the undersigned (the “Holder”) in
conjunction with the exercise of an option (the “Option”) to purchase Common Stock (the “Stock”) of Akoya
Biosciences, Inc., a Delaware corporation (the “Company’). Pursuant to the terms of the Option, Holder has agreed to
become a party to (i) that certain Second Amended and Restated Voting Agreement dated as of September 26, 2018 (the “Voting
Agreement”) and if applicable, (ii) that certain Second Amended and Restated Right of First Refusal and Co-Sale Agreement
dated as of September 26, 2018 (the “Co-Sale Agreement”) (the Voting Agreement and Co-Sale Agreement shall be collectively
referred to as the “Agreements”) by and among the Company and certain of its stockholders, as such Agreements may be
amended or amended and restated hereafter. By the execution of this Adoption Agreement, the Holder agrees as follows.


 


1.             Acknowledgment.
In connection with Holder’s exercise of the Option, Holder is hereby agreeing to be bound by all terms and conditions of
the Agreements by adopting and becoming a party to the Agreements for one or both of the following reasons, as applicable:


 


		·	In accordance with Subsection
7.1(b) of the Voting Agreement, as a “Key Holder” (as such term is defined
in the Voting Agreement) for all purposes of the Voting Agreement. 



 


		·	In accordance with Subsection 5.17 of the Co-Sale Agreement, contingent upon Holder meeting
the 1% Threshold (as defined in Exhibit A to the Option), in which case Holder will be a “Holder” (as such term
is defined in the Co-Sale Agreement) for all purposes of the Co-Sale Agreement.



 


2.             Agreement.
Holder hereby (a) agrees that the Stock and any other shares of capital stock or securities of the Company required by the Agreements
to be bound thereby, shall be bound by and subject to the terms of the Agreements; and (b) adopts the Agreements with the same
force and effect as if Holder were originally a party thereto.


 


3.             Notice.
Any notice required or permitted by the Agreements shall be given to Holder at the address or facsimile number listed below Holder’s
signature hereto.


 


	HOLDER:	 
	 	 
	 	 
	Printed Name of Holder	 
	 	 
	 	 
	 	 
	Signature of Holder	 
	Address of Holder:	 	  	 
	Facsimile Number:	 	 	 




 






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CONSENT OF SPOUSE


 


I,
____________________, spouse of _______________________, acknowledge that I have read the (i) Second Amended and Restated Voting
Agreement, dated as of September 26, 2018, (the “Voting Agreement”) and (ii) Second Amended and Restated Right of First
Refusal and Co-Sale Agreement, dated as of September 26, 2018, (the “Co-Sale Agreement”) (the Voting Agreement and
Co-Sale Agreement shall be collectively referred to as the “Agreements”) by and among Akoya Biosciences, Inc. (the
 “Company’) and certain of its stockholders. I know the contents of the Agreements. I am also aware that the Agreements
contain provisions regarding the voting and transfer of shares of capital stock of the Company that my spouse may own, including
any interest I might have therein, whether the interest is community property or otherwise.


 


I
hereby agree that my interest, if any, in any shares of capital stock of the Company subject to the Agreements shall be irrevocably
bound by the Agreements and further understand and agree that any community property interest I may have in such shares of capital
stock of the Company shall be similarly bound by the Agreements. I further agree that amendment of the Agreements shall not require
my consent.


 


My
spouse shall have full power of management of the Shares, including any portion of those interests that are our community property;
and my spouse has the full right, without my further approval, to exercise my spouse’s voting rights as a stockholder in
the Company, and to sell, transfer, encumber, and deal in any manner with the Shares.


 


I
am aware that the legal, financial and related matters contained in the Agreements are complex and that I am free to seek independent
professional guidance or counsel with respect to this Consent. I have either sought such guidance or counsel or determined after
reviewing the Agreements carefully that I will waive such right.


 


 


	Dated:	 	 
	 	Signature of Spouse
	 
	 	 	 
	 	Name of Spouse




 


 



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EXHIBIT B


 


INVESTMENT REPRESENTATION STATEMENT


 


 


	PARTICIPANT	:	 
	 	 	 
	COMPANY	:	AKOYA BIOSCIENCES, INC.
	 	 	 
	SECURITY	:	CLASS B COMMON STOCK
	 	 	 
	AMOUNT	:	 
	 	 	 
	DATE	:	 




 


In connection with
the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following:


 


(a)           Participant
is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment
for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).


 


(b)           Participant
acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have
not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among
other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant
understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable
if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum
capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price
of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that
the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from
such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register
the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required
under applicable state securities laws.


 


(c)           Participant
is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance,
permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof,
in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies
under Rule 701 at the time of the grant of the Option to Participant, the exercise shall be exempt from registration under
the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may
require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified
by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company,
(2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the
resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker”
or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the
timely filing of a Form 144, if applicable.


 






    


     


    

 


In the event that the
Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited
circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information
about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning
of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of
the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.


 


(d)           Participant
further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration
under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding
the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its
opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant
to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available
for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their
own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available
in such event.


 


(e)           If
Participant is not a “U.S. person” (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended),
Participant hereby represents that Participant has satisfied herself/himself/itself as to the full observance of the laws of its
jurisdiction and country in connection with any invitation to subscribe for the Securities, including (i) the legal requirements
within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase,
(iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if
any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Participant’s exercise,
subscription and payment for and continued beneficial ownership of the Securities, will not violate any applicable securities
or other laws of Participant’s jurisdiction and country.


	 	PARTICIPANT
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	Print Name
	 	 
	 	 
	 	Date



 






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