Exhibit 10.5


 


FINAL VERSION



 


OLINK HOLDING AB
(publ) 

2021 Incentive Award Plan


 


Article
I.

PURPOSE


 


The purpose of the
Olink 2021 Incentive Award Plan (the “Plan”) is to enhance the ability of the Company and its Subsidiaries
(each as defined below) to attract, retain and motivate persons who make (or are expected to make) important contributions to the
Company and its Subsidiaries by providing these individuals with equity ownership opportunities.


 


Article
II.

DEFINITIONS


 


As used in the Plan,
the following words and phrases have the meanings specified below, unless the context clearly indicates otherwise:


 


2.1              
“Administrator” means the Board or a Committee to the extent that the Board’s powers or
authority under the Plan have been delegated to such Committee. With reference to the Board’s or a Committee’s powers
or authority under the Plan that have been delegated to one or more officers pursuant to Section 4.2, the term “Administrator”
shall refer to such officer(s) unless and until such delegation has been revoked.


 


2.2              
“Applicable Law” means any applicable law, including without limitation: (a) provisions of the
Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws,
statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange
or automated quotation system on which the Shares are listed, quoted or traded.


 


2.3              
“Award” means an Option, Stock Appreciation Right, Restricted Stock Unit award, Performance Bonus
Award, Performance Stock Unit award, Dividend Equivalents award or Other Stock or Cash Based Award granted to a Participant under
the Plan.


 


2.4             
“Award Agreement” means an agreement evidencing an Award, which may be written or electronic,
that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions
of the Plan.


 


2.5              
“Board” means the Board of Directors of the Company.


 


2.6              
“Cause” means (i) “Cause” as defined in any written employment or service agreement
with the Company or an affiliate, to which the Participant is a party, or (ii) if clause (i) does not apply, then “Cause”
shall mean (A) the Participant’s conviction of, or entry of a plea of no contest to (x) a
felony or (y) a misdemeanor involving moral turpitude (or the equivalent of a misdemeanor involving moral turpitude or a felony
in a jurisdiction other than the United States), (B) the Participant’s gross negligence or willful misconduct, or a willful
failure to attempt in good faith to substantially perform his or her duties (other than due to physical illness or incapacity),
(C) the Participant’s material breach of a material provision of any employment agreement, consulting agreement, directorship
agreement or similar services agreement or offer letter between the Participant and the Company or any of its affiliates, or any non-competition, non-disclosure
or non-solicitation agreement with the Company or any of its affiliates, (D) the Participant’s material violation
of any written policies adopted by the Company or any of its affiliates governing the conduct of persons performing services on
behalf of the Company or any of its affiliates, (E) the Participant obtaining any material improper personal benefit as a
result of breach by the Participant of any covenant or agreement (including a breach by the Participant of the Company’s
code of ethics or a material breach by the Participant of other written policies furnished to the Participant relating to personal
investment transactions) of which the Participant was or should have been aware, (F) the Participant’s fraud or misappropriation,
embezzlement or material misuse of funds or property belonging to the Company or any of its affiliates, (G) the Participant’s
use of alcohol or drugs that materially interferes with the performance of his or her duties, or (H) willful or reckless misconduct
in respect of the Participant’s obligations to the Company or its affiliates or other acts of misconduct by the Participant
occurring during the course of the Participant’s employment or service that in either case results in or could reasonably
be expected to result in material damage to the property, business or reputation of the Company or its affiliates. Notwithstanding
anything to the contrary herein or elsewhere, if, within six (6) months following a Participant’s Termination of Service
for any reason other than by the Company or the applicable employer affiliate for Cause, the Company or the applicable employer
affiliate determines that the Participant’s Termination of Service could have been for Cause, the Participant’s Termination
of Service will be deemed to have been for Cause for all purposes, and the Participant will be required to disgorge to the Company
all amounts received under the Plan, the Agreement or otherwise that would not have been payable to the Participant had such Termination
of Service been by the Company or the applicable employer affiliate for Cause. The determination of whether Cause exists shall
be made by the Administrator in its sole discretion.


 






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2.7              
“Change in Control” means any of the following:


 


(a)            A
transaction or series of transactions (other than an offering of Shares to the general public through a registration statement
filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) directly or indirectly acquires beneficial ownership
(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of the Company’s securities possessing more than 50%
of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided,
however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition by the Company or any of
its Subsidiaries; (ii) any acquisition by an employee benefit plan maintained by the Company or any of its Subsidiaries, (iii)
any acquisition which complies with Sections 2.7(b)(i), 2.7(b)(ii) and 2.7(b)(iii); or (iv) in respect of an Award held by a particular
Participant, any acquisition by the Participant or any group of persons including the Participant (or any entity controlled by
the Participant or any group of persons including the Participant);


 


(b)            The
consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)
of (x) a merger, consolidation, reorganization, or business combination, (y) a sale or other disposition of all or substantially
all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets
or stock of another entity, in each case other than a transaction:


 


(i)                
which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent
(either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of
the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the
Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor
Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s
outstanding voting securities immediately after the transaction;


 


(ii)              
after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power
of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 2.7(b)(ii) as
beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held
in the Company prior to the consummation of the transaction; and


 






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(iii)            
after which at least a majority of the members of the board of directors (or the analogous governing body) of the Successor
Entity were Board members at the time of the Board’s approval of the execution of the initial agreement providing for such
transaction; or


 


(c)           
The completion of a liquidation or dissolution of the Company.


 


Notwithstanding the foregoing, if a Change
in Control constitutes a payment event with respect to any Award (or any portion of an Award) that provides for the deferral of
compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section
409A, the transaction or event described in subsection (a), (b), or (c) of this Section 2.7 with respect to such Award (or portion
thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes
a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).


 


The Administrator shall have full and final
authority, which shall be exercised in its sole discretion, to determine conclusively whether a Change in Control has occurred
pursuant to the above definition, the date of such Change in Control and any incidental matters relating thereto; provided that
any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event”
as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.


 


2.8              
“Code” means the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance,
compliance programs and other interpretative authority issued thereunder.


 


2.9              
“Committee” means one or more committees or subcommittees of the Board, which may include one
or more Company directors or executive officers, to the extent permitted by Applicable Law. To the extent required to comply with
the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time
the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within
the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within
the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.


 


2.10          
“Common Shares” means the common shares of the Company.


 


2.11          
“Company” means Olink Holding AB (publ), a Swedish public limited liability company, or any successor.


 


2.12          
“Consultant” means any person, including any adviser, engaged by the Company or its parent or
Subsidiary to render services to such entity if the consultant or adviser provides bona fide services to the Company or
its parent or Subsidiary and qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act.


 


2.13          
“Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in
a manner the Company determines, to receive amounts due or exercise the Participant’s rights if the Participant dies. Without
a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.


 


2.14          
“Director” means a Board member.


 


2.15          
“Disability” means, as to any Participant, unless the applicable Award Agreement states otherwise,
(i) “Disability,” as defined in any employment, severance or consulting agreement between the Participant and the Company
or Subsidiary; or (ii) in the absence of any such employment, severance or consulting agreement (or the absence of any definition
of “Disability” contained therein), a condition entitling the Participant to receive benefits under a long-term disability
plan of the Company or Subsidiary in which such Participant is eligible to participate, or, in the absence of such a plan, a permanent
and total disability within the meaning of Section 22(e)(3) of the Code. Any determination of whether Disability exists in the
absence of a long-term disability plan shall be made by the Company (or its designee) in its sole and absolute discretion.


 






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2.16          
“Dividend Equivalents” means a right granted to a Participant to receive the equivalent value
(in cash or Shares) of dividends paid on a specified number of Shares. Such Dividend Equivalent shall be converted to cash or additional
Shares, or a combination of cash and Shares, by such formula and at such time and subject to such limitations as may be determined
by the Administrator.


 


2.17          
“Effective Date” has the meaning set forth in Section 11.3.


 


2.18          
“Employee” means any employee of the Company or any of its Subsidiaries.


 


2.19          
“Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders,
such as a stock dividend, stock split (including a reverse stock split), spin-off or recapitalization through a large, nonrecurring
cash dividend, that affects the number or kind of Shares (or other Company securities) or the price of a Share (or other Company
securities) and causes a change in the per share value of the Shares underlying outstanding Awards.


 


2.20          
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and all regulations,
guidance and other interpretative authority issued thereunder.


 


2.21          
“Fair Market Value” means, as of any date, the value of a Share determined by the Administrator
(with full and final authority exercised in its sole discretion) as follows: (i) if the Shares are listed on any established stock
exchange, the value of a Share will be the closing sales price for a Share as quoted on such exchange for such date, or if no sale
occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal
or another source the Administrator deems reliable; (ii) if the Shares are not listed on an established stock exchange but is quoted
on a national market or other quotation system, the value of a Share will be the closing sales price
for a Share on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred,
as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) if the Shares are not listed
on any established stock exchange or quoted on a national market or other quotation system, the value established by the Administrator
in its sole discretion. Notwithstanding the foregoing, the determination of fair market value in all cases shall be in accordance
with the requirements set forth under Section 409A of the Code.


 


2.22          
“Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section
424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any parent corporation
or subsidiary corporation of the Company, as determined in accordance with in Section 424(e) and (f) of the Code, respectively.


 


2.23          
“Incentive Stock Option” means an Option that meets the requirements to qualify as an “incentive
stock option” as defined in Section 422 of the Code.


 


2.24          
“Non-Employee Director” means any Director who is not an Employee.


 


2.25          
“Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.


 


2.26          
“Option” means a right granted under Article VI to purchase a specified number of Shares at a
specified price per Share during a specified time period. An Option may be an Incentive Stock Option or a Nonqualified Stock Option,
or, in jurisdictions where there is no distinction made between Incentive Stock Option or Nonqualified Stock Option, an Option
per the definition in the preceding sentence.


 






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2.27          
“Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued
wholly or partially by referring to, or are otherwise based on, Shares or other property.


 


2.28          
“Overall Share Limit” means 1,085,900 Shares.


 


2.29          
“Participant” means a Service Provider who has been granted an Award.


 


2.30          
“Performance Bonus Award” has the meaning set forth in Section 8.3.


 


2.31          
“Performance Stock Unit” means a right granted to a Participant pursuant to Section 8.1 and subject
to Section 8.2, to receive Shares, the payment of which is contingent upon achieving certain performance goals or other performance-based
targets established by the Administrator.


 


2.32          
“Permitted Transferee” means, with respect to a Participant, any “family member” of
the Participant, as defined in the General Instructions to Form S-8 Registration Statement under the Securities Act (or any successor
form thereto), or any other transferee specifically approved by the Administrator after taking into account Applicable Law.


 


2.33          
“Plan” means this 2021 Incentive Award Plan, as amended from time to time.


 


2.34          
 “Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement
date, on Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement
date, subject to certain vesting conditions and other restrictions.


 


2.35          
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.


 


2.36          
“Section 409A” means Section 409A of the Code.


 


2.37          
“Securities Act” means the Securities Act of 1933, as amended, and all regulations, guidance and
other interpretative authority issued thereunder.


 


2.38          
“Service Provider” means an Employee, Consultant or Director.


 


2.39          
“Share” means, as determined by the Administrator in its sole discretion: (i) a Common Share;
or (ii) a number of American depositary instruments being either American Depositary Shares or American Depositary Receipts of
the Company representing one Common Share; provided, however, it is understood that the delivery mechanism described in Section
10.7 of the Plan may be used to facilitate the delivery and settlement of an Award in Shares in order to comply with Applicable
Laws .


 


2.40          
“Stock Appreciation Right” or “SAR” means a right granted under Article
VI to receive a payment equal to the excess of the Fair Market Value of a specified number of Shares on the date the right is exercised
over the exercise price set forth in the applicable Award Agreement.


 


2.41          
“Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken
chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially
owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of
all classes of securities or interests in one of the other entities in such chain.


 


2.42          
“Substitute Awards” means Awards granted or Shares issued by the Company in assumption of, or
in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a
company or other entity acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.


 






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2.43          
“Termination of Service” means as to any Participant, the time when the engagement of the relevant
Participant as a Service Provider in the relevant capacity is terminated (or notified for termination, as relevant), or the Service
Provider otherwise ceases to perform services to the Company and/or the Subsidiaries for a sustained period of time, in each case
for any reason, with or without Cause, including, without limitation, resignation, discharge, death, retirement or Disability,
but excluding terminations where the Participant simultaneously commences or remains a Service Provider with the Company, any Subsidiary
or an affiliate in another capacity.


 


The Company, in its
sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without
limitation, whether a Termination of Service has occurred, whether a Termination of Service resulted from a discharge for Cause
and all questions of whether particular leaves of absence constitute a Termination of Service.


 


Article
III.

ELIGIBILITY


 


Service Providers are
eligible to be granted Awards under the Plan, subject to the limitations described herein. No Service Provider shall have any right
to be granted an Award pursuant to the Plan and neither the Company nor the Administrator is obligated to treat Service Providers,
Participants or any other persons uniformly.


 


Article
IV.

ADMINISTRATION AND DELEGATION


 


4.1              
Administration.


 


(a)               
The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive
Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator
also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements
and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may
correct defects and ambiguities, supply omissions, reconcile inconsistencies in the Plan or any Award and make all other determinations
that it deems necessary or appropriate to administer the Plan and any Awards. The Administrator (and each member thereof) is entitled
to, in good faith, rely or act upon any report or other information furnished to it, him or her by any
officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants, or any
executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. The
Administrator’s determinations under the Plan are in its sole discretion and will be final, binding and conclusive on all
persons having or claiming any interest in the Plan or any Award.


 


(b)               
Without limiting the foregoing, the Administrator has the exclusive power, authority and sole discretion to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to each Participant; (iii) determine the number of Awards
to be granted and the number of Shares to which an Award will relate; (iv) subject to the limitations in the Plan, determine the
terms and conditions of any Award and related Award Agreement, including, but not limited to, the exercise price, grant price,
purchase price, any performance criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture
restrictions or restrictions on the exercisability of an Award, and accelerations, waivers or amendments thereof; (v) determine
whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid
in cash, Shares, or other property, or an Award may be canceled, forfeited, or surrendered; and (vi) make all other decisions and
determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the
Plan.


 






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(c)               
The authority of the Administrator shall be subject to any limitations conferred by Applicable Law or any resolution of
the shareholders from time to time.


 


4.2              
Delegation of Authority. To the extent permitted by Applicable Law, the Board or any Committee may delegate any or
all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries; provided, however,
that in no event shall an officer of the Company or any of its Subsidiaries be delegated the authority to grant Awards to, or amend
Awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers of
the Company or any of its Subsidiaries or Directors to whom authority to grant or amend Awards has been delegated hereunder. Any
delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such
delegation or that are otherwise included in the applicable organizational documents, and the Board or Committee, as applicable,
may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this
Section 4.2 shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee
may abolish any committee at any time and re-vest in itself any previously delegated authority. Further, regardless of any delegation,
the Board or a Committee may, in its discretion, exercise any and all rights and duties as the Administrator under the Plan delegated
thereby, except with respect to Awards that are required to be determined in the sole discretion of the Committee under the rules
of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.


 


Article
V.

shares AVAILABLE FOR AWARDS


 


5.1              
Number of Shares. Subject to adjustment under Article IX (Adjustment for Changes in Shares and Certain Other Events)
and the terms of this Article V, Awards may be made under the Plan covering up to the Overall Share Limit.


 


5.2              
Share Recycling.


 


(a)               
If all or any part of an Award expires, lapses or is terminated, the unused Shares covered by the Award will, as applicable,
become or again be available for Awards under the Plan. Any Shares that are subject to Awards that may only be settled in cash
shall not reduce such aggregate number of Shares for which Awards may be granted under the Plan. In addition, if any Shares are
subject to an Award that is settled in cash in lieu of Shares, then such shares shall, in each such case, become available for
the grant of Awards under Plan.


 


(b)               
In addition, to the extent permitted by Applicable Law, the following Shares shall be available for future grants of Awards:
(i) Shares tendered by a Participant or withheld by the Company in payment of the exercise price of an Option; (ii) Shares tendered
by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; and (iii) Shares
subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right
on exercise thereof. Notwithstanding the provisions of this Section 5.2(b), no Shares may again be optioned, granted or awarded
pursuant to an Incentive Stock Option if such action would cause such Option to fail to qualify as an incentive stock option under
Section 422 of the Code.


 


5.3              
Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 1,085,900
Shares (as adjusted to reflect any Equity Restructuring) may be issued pursuant to the exercise of Incentive Stock Options.


 






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5.4              
Substitute Awards. In connection with an entity’s merger or consolidation with the Company or any Subsidiary
or the Company’s or any Subsidiary’s acquisition of an entity’s property or stock, the Administrator may grant
Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such
entity or its affiliate. Substitute Awards may be granted on such terms and conditions as the Administrator deems appropriate,
notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor shall
Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that
Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued
pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company
or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved
by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to
the terms of such pre-existing plan (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan
and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards may again become available
for Awards under the Plan as provided under Section 5.2 above); provided that Awards using such available shares shall not be made
after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination,
and shall only be made to individuals who were not employees or directors of the Company or any of its Subsidiaries prior to such
acquisition or combination.


 


Article
VI.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS


 


6.1              
General. The Administrator may grant Options or Stock Appreciation Rights to one or more Service Providers, subject
to such terms and conditions not inconsistent with the Plan as the Administrator shall determine. The Administrator will determine
the number of Shares covered by each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation
Right and the conditions and limitations applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation
Right will entitle the Participant (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company
upon exercise of the exercisable portion of the Stock Appreciation Right an amount determined by multiplying the excess, if any,
of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Stock Appreciation Right
by the number of Shares with respect to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan
or that the Administrator may impose and payable in cash, Shares valued at Fair Market Value on the date of exercise or a combination
of the two as the Administrator may determine or provide in the Award Agreement.


 


6.2              
Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise
price and specify the exercise price in the Award Agreement. Subject to Section 6.6, the exercise price will not be less than 100%
of the Fair Market Value on the grant date of the Option or Stock Appreciation Right. Notwithstanding the foregoing, (i) in the
case of an Option or Stock Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to
such Option or Stock Appreciation Right, as applicable, may be less than the Fair Market Value per share on the date of grant;
provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of
Section 424 and 409A of the Code and (ii) an Option or Stock Appreciation Right may be granted with an exercise price per share
that is less than the Fair Market Value per share on the date of grant to individuals who are not subject to U.S. income tax on
the date of grant.


 






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6.3              
Duration of Options. Subject to Section 6.6, each Option or Stock Appreciation Right will be exercisable at such
times and as specified in the Award Agreement, provided that the term of an Option or Stock Appreciation Right will not exceed
ten years; provided, further, that, unless otherwise determined by the Administrator, (a) no portion of an Option or Stock Appreciation
Right which is unexercisable at a Participant’s Termination of Service shall thereafter become exercisable and (b) the portion
of an Option or Stock Appreciation Right that is unexercisable at a Participant’s Termination of Service shall automatically
expire on the date of such Termination of Service. Notwithstanding the foregoing in the event that on the last business day of
the term of an Option (other than an Incentive Stock Option) or Stock Appreciation Right (a) the exercise of such Option or Stock
Appreciation Right is prohibited by Applicable Law or (b) Shares may not be purchased or sold by certain employees or directors
of the Company due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in
connection with an issuance of securities by the Company, the Administrator may provide that the term of the Option or Stock Appreciation
Right shall be extended but not beyond a period of thirty (30) days following the end of the legal prohibition, black-out period
or lock-up agreement, to the extent an extension does not cause adverse tax consequences to the Participant under Section 409A
of the Code and such extension complies with Applicable Law. Notwithstanding the foregoing, if the Participant, prior to the end
of the term of an Option or Stock Appreciation Right, commits an act of Cause (as determined by the Administrator), or violates
any non-competition, non-solicitation or confidentiality provisions of any employment contract, confidentiality and nondisclosure
agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right to exercise the Option
or Stock Appreciation Right, as applicable, may be terminated by the Company and the Company may suspend the Participant’s
right to exercise the Option or Stock Appreciation Right when it reasonably believes that the Participant may have participated
in any such act or violation.


 


6.4              
Exercise. Options and Stock Appreciation Rights may be exercised by delivering to the Company (or such other person
or entity designated by the Administrator) a notice of exercise, in a form and manner the Company approves (which may be written,
electronic or telephonic and may contain representations and warranties deemed advisable by the Administrator), signed or authenticated
by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full of (a)
the exercise price for the number of Shares for which the Option is exercised in a manner specified in Section 6.5 and (b) all
applicable taxes in a manner specified in Section 10.5. The Administrator may, in its discretion, limit exercise with respect to
fractional Shares and require that any partial exercise of an Option or Stock Appreciation Right be with respect to a minimum number
of Shares.


 


6.5              
Payment Upon Exercise. The Administrator shall determine the methods by which payment of the exercise price of an
Option shall be made, including, without limitation:


 


(a)               
cash, check or wire transfer of immediately available funds; provided that the Company may limit the use of one of the foregoing
methods if one or more of the methods below is permitted;


 


(b)               
if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including
electronically or telephonically to the extent permitted by the Company) of a notice that the Participant has placed a market sell
order with a broker acceptable to the Company with respect to Shares then issuable upon exercise of the Option and that the broker
has been directed to deliver promptly to the Company funds sufficient to pay the exercise price, or (B) the Participant’s
delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver
promptly to the Company an amount sufficient to pay the exercise price by cash, wire transfer of immediately available funds or
check; provided that such amount is paid to the Company at such time as may be required by the Company;


 


(c)               
to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the
Participant valued at their Fair Market Value on the date of delivery;


 


(d)               
to the extent permitted by the Administrator with respect to Nonqualified Stock Options, surrendering Shares then issuable
upon the Option’s exercise valued at their Fair Market Value on the exercise date; or


 


(e)               
to the extent permitted by the Administrator, any combination of the above payment forms.


 






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6.6              
Additional Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees
of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code,
respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If
an Incentive Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair
Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Stock Options
(and Award Agreements related thereto) will be subject to and construed consistently with Section 422 of the Code. By accepting
an Incentive Stock Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other
than in connection with a Change in Control) of Shares acquired under the Option made within (a) two years from the grant date
of the Option or (b) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other
transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in
such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party,
if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code.
Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422
of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000
limitation under Treasury Regulation Section 1.422-4, will be a Nonqualified Stock Option. No Incentive Stock Option may be granted
pursuant to the Plan after the tenth anniversary of the earlier of (i) the date the Plan was adopted by the Company and (ii) the
date the Plan was approved by the Company’s stockholders.


 


Article
VII.

RESTRICTED STOCK UNITS


 


7.1              
General. The Administrator may grant Restricted Stock Units, which may be subject to vesting and forfeiture conditions
during the applicable restriction period or periods, as set forth in an Award Agreement, to Service Providers. The Administrator
shall establish the purchase price, if any, and form of payment for Restricted Stock Units; provided, however, that if a purchase
price is charged, such purchase price shall be no less than the par value, if any, of the Shares to be purchased, unless otherwise
permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance of Restricted Stock Units to
the extent required by Applicable Law. The Award Agreement for each Restricted Stock Unit Award shall set forth the terms and conditions
not inconsistent with the Plan as the Administrator shall determine. The Administrator may provide that settlement of Restricted
Stock Units will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred,
on a mandatory basis or at the Participant’s election, subject to compliance with Applicable Law.


 


Article
VIII.

OTHER TYPES OF AWARDS


 


8.1              
General. The Administrator may grant Performance Stock Unit awards, Performance Bonus Awards, Dividend Equivalents
or Other Stock or Cash Based Awards, to one or more Service Providers, in such amounts and subject to such terms and conditions
not inconsistent with the Plan as the Administrator shall determine.


 


8.2              
Performance Stock Unit Awards. Each Performance Stock Unit award shall be denominated in a number of Shares or in
unit equivalents of Shares or units of value (including a dollar value of Shares) and may be linked to any one or more of performance
or other specific criteria, including service to the Company or Subsidiaries, determined to be appropriate by the Administrator,
in each case on a specified date or dates or over any period or periods determined by the Administrator. In making such determinations,
the Administrator may consider (among such other factors as it deems relevant in light of the specific type of award) the contributions,
responsibilities and other compensation of the particular Participant.


 






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8.3              
Performance Bonus Awards. Each right to receive a bonus granted under this Section 8.3 shall be denominated in the
form of cash (but may be payable in cash, stock or a combination thereof) (a “Performance Bonus Award”)
and shall be payable upon the attainment of performance goals that are established by the Administrator and relate to one or more
of performance or other specific criteria, including service to the Company or Subsidiaries, in each case on a specified date or
dates or over any period or periods determined by the Administrator.


 


8.4              
Dividend Equivalents. If the Administrator provides, an Award (other than an Option or Stock Appreciation Right)
may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited
to an account for the Participant, settled in cash or Shares and subject to the same restrictions on transferability and forfeitability
as the Award with respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth
in the Award Agreement. Notwithstanding anything to the contrary herein, Dividend Equivalents with respect to an Award subject
to vesting shall either (i) to the extent permitted by Applicable Law, not be paid or credited or (ii) be accumulated and subject
to vesting to the same extent as the related Award. All such Dividend Equivalents shall be paid at such time as the Administrator
shall specify in the applicable Award Agreement.


 


8.5              
Other Stock or Cash Based Awards. Other Stock or Cash Based Awards may be granted to Participants, including Awards
entitling Participants to receive cash or Shares to be delivered in the future and annual or other periodic or long-term cash bonus
awards (whether based on specified performance criteria or otherwise), in each case subject to any conditions and limitations in
the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as
standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based
Awards may be paid in Shares, cash or other property, as the Administrator determines. Subject to the provisions of the Plan, the
Administrator will determine the terms and conditions of each Other Stock or Cash Based Award, including any purchase price, performance
goal(s), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement. Except in connection
with a spin-off or other similar event as otherwise permitted under Article IX (Adjustment for Changes in Shares and Certain
Other Events), dividends that are paid prior to vesting of any Other Stock or Cash Based Award shall only be paid to the applicable
Participant to the extent that the vesting conditions are subsequently satisfied and the Other Stock or Cash Based Award vests.


 


Article
IX.

ADJUSTMENTS FOR CHANGES IN SHARES

AND CERTAIN OTHER EVENTS


 


9.1              
Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this
Article IX the Administrator may equitably adjust the terms of the Plan and each outstanding Award as
it deems appropriate to reflect the Equity Restructuring, which may include (i) adjusting the number and type of securities subject
to each outstanding Award or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments
of the limitations in Article V (Stock Available for Awards) hereof on the maximum number and kind of shares that may be
issued); (ii) adjusting the terms and conditions of (including the grant or exercise price), and the performance goals or other
criteria included in, outstanding Awards; and (iii) granting new Awards or making cash payments to Participants. The adjustments
provided under this Section 9.1 will be final and binding on all interested parties, including the affected Participant and the
Company; provided that the Administrator will determine whether an adjustment is equitable.


 






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9.2              
Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Shares,
other securities, or other property), reorganization, merger, consolidation, split-up, spin off, combination, amalgamation, repurchase,
recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the
assets of the Company, or sale or exchange of Shares or other securities of the Company, Change in Control, issuance of warrants
or other rights to purchase Shares or other securities of the Company, other similar corporate transaction or event, other unusual
or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Law or accounting
principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action
taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or
accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s
request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such
action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company
to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction
or event or (z) give effect to such changes in Applicable Law or accounting principles:


 


(a)               
To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value
equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization
of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could
have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s
rights, in any case, is equal to or less than zero, then the Award may be terminated without payment;


 


(b)               
To provide that such Award shall vest and, to the extent applicable, be exercisable as to all Shares (or other property)
covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;


 


(c)               
To provide that such Award be assumed by the successor or survivor corporation or entity, or a parent or subsidiary thereof,
or shall be substituted for by awards covering the stock of the successor or survivor corporation or entity, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price, in all cases,
as determined by the Administrator;


 


(d)               
To make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards or
with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article
V (Stock Available for Awards) hereof on the maximum number and kind of shares which may be issued) or in the terms and
conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;


 


(e)               
To replace such Award with other rights or property selected by the Administrator; or


 


(f)                
To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.


 


9.3              
Change in Control.


 


(a)               
Notwithstanding any other provision of the Plan, in the event of a Change in Control, unless the Administrator elects to
(i) terminate an Award in exchange for cash, rights or property, or (ii) cause an Award to become fully exercisable and no longer
subject to any forfeiture restrictions prior to the consummation of a Change in Control, pursuant to Section 9.2, (A) such Award
(other than any portion subject to performance-based vesting) shall continue in effect or be assumed or an equivalent Award substituted
by the successor corporation or a parent or subsidiary of the successor corporation and (B) the portion of such Award subject to
performance-based vesting shall be subject to the terms and conditions of the applicable Award Agreement and, in the absence of
applicable terms and conditions, the Administrator’s discretion.


 






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(b)               
In the event that the successor corporation in a Change in Control refuses to assume or substitute for an Award (other than
any portion subject to performance-based vesting), and provided that (and only if) the Administrator has determined that the relevant
Award shall not continue in effect (which the Administrator may do in its sole discretion), the Administrator shall cause such
Award to become fully vested and, if applicable, exercisable immediately prior to the consummation of such transaction and all
forfeiture restrictions on such Award to lapse and, to the extent unexercised upon the consummation of such transaction, to terminate
in exchange for cash, rights or other property. The Administrator shall notify the Participant of any Award that becomes exercisable
pursuant to the preceding sentence that such Award shall be fully exercisable for a period of time as determined by the Administrator
(which shall be 15 days if no period of time is determined by the Administrator) from the date of such notice, contingent upon
the occurrence of the Change in Control, and such Award shall terminate upon the consummation of the Change in Control in accordance
with the preceding sentence.


 


(c)               
For the purposes of this Section 9.3, an Award shall be considered assumed if, following the Change in Control, the Award
confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration
(whether stock, cash, or other securities or property) received in the Change in Control by holders of Shares 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 Change in
Control was not solely shares 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 the Award, for each Share subject to an Award, to
be solely shares of the successor corporation or its parent equal in fair market value to the per-share consideration received
by holders of Shares in the Change in Control.


 


9.4              
Administrative Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares,
merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other
extraordinary transaction or change affecting the Shares or the share price of the Shares (including any Equity Restructuring or
any securities offering or other similar transaction) or for reasons of administrative convenience or to facilitate compliance
with any Applicable Law, the Company may refuse to permit the exercise or settlement of one or more Awards for such period of time
as the Company may determine to be reasonably appropriate under the circumstances.


 


9.5              
General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant
will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in
the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except
as expressly provided with respect to an Equity Restructuring under Section 9.1 above or the Administrator’s action under
the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and
no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The
existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s
right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s
capital structure or its business, (ii) any merger, consolidation, spinoff, dissolution or liquidation of the Company or sale of
Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or
securities convertible into or exchangeable for Shares.


 






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Article
X.

PROVISIONS APPLICABLE TO AWARDS


 


10.1          
Transferability.


 


(a)               
No Award may be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law,
except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic
relations order, unless and until such Award has been exercised or the Shares underlying such Award have been issued, and all restrictions
applicable to such Shares have lapsed. During the life of a Participant, Awards will be exercisable only by the Participant, unless
it has been disposed of pursuant to a domestic relations order. After the death of a Participant, any exercisable portion of an
Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be exercised
by the Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will
or under the then-Applicable Law of descent and distribution. References to a Participant, to the extent relevant in the context,
will include references to a transferee approved by the Administrator.


 


(b)               
Notwithstanding Section 10.1(a), the Administrator, in its sole discretion, may determine to permit a Participant or a Permitted
Transferee of such Participant to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option is
intended to become a Nonqualified Stock Option) to any one or more Permitted Transferees of such Participant, subject to the following
terms and conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted
Transferee other than (A) to another Permitted Transferee of the applicable Participant or (B) by will or the laws of descent and
distribution or, subject to the consent of the Administrator, pursuant to a domestic relations order; (ii) an Award transferred
to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original
Participant (other than the ability to further transfer the Award to any Person other than another Permitted Transferee of the
applicable Participant); (iii) the Participant (or transferring Permitted Transferee) and the receiving Permitted Transferee shall
execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status
of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under Applicable Law
and (C) evidence the transfer; and (iv) any transfer of an Award to a Permitted Transferee shall be without consideration, except
as required by Applicable Law. In addition, and further notwithstanding Section 10.1(a), the Administrator, in its sole discretion,
may determine to permit a Participant to transfer Incentive Stock Options to a trust that constitutes a Permitted Transferee if,
under Section 671 of the Code and other Applicable Law, the Participant is considered the sole beneficial owner of the Incentive
Stock Option while it is held in the trust.


 


(c)               
Notwithstanding Section 10.1(a), a Participant may, in the manner determined by the Administrator, designate a Designated
Beneficiary. A Designated Beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the
Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant and any additional
restrictions deemed necessary or appropriate by the Administrator. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a Participant at any time; provided that the change or revocation is delivered in writing to the Administrator prior
to the Participant’s death.


 


10.2          
Documentation. Each Award will be evidenced in an Award Agreement in such form as the Administrator determines in
its discretion. Each Award may contain such terms and conditions as are determined by the Administrator in its sole discretion,
to the extent not inconsistent with those set forth in the Plan.


 






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10.3          
Changes in Participant’s Status. The Administrator will determine how the Disability, death, retirement, authorized
leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and
the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian
or Designated Beneficiary may exercise rights under the Award, if applicable. Except to the extent otherwise required by Applicable
Law or expressly authorized by the Company or by the Company’s written policy on leaves of absence, no service credit shall
be given for vesting purposes for any period the Participant is on a leave of absence.


 


10.4          
Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment
of, any taxes required by law to be withheld in connection with such Participant’s Awards by the date of the event creating
the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations from any payment of any kind otherwise
due to a Participant. The amount deducted shall be determined by the Company and may be up to, but no greater than, the aggregate
amount of such obligations based on the maximum statutory withholding rates in the applicable Participant’s jurisdiction
for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income. Subject to
any Company insider trading policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by
wire transfer of immediately available funds, by check made payable to the order of the Company; provided that the Company may
limit the use of one of the foregoing methods if one or more of the exercise methods below is permitted, (ii) to the extent permitted
by the Administrator, in whole or in part by delivery of Shares, including Shares delivered by attestation and Shares retained
from the Award creating the tax obligation, valued at their Fair Market Value on the date of delivery, (iii) if there is a public
market for Shares at the time the tax obligations are satisfied, unless the Administrator otherwise determines, (A) delivery (including
electronically or telephonically to the extent permitted by the Company) of a notice that the Participant has placed a market sell
order with a broker acceptable to the Company with respect to Shares then issuable upon exercise of the Option and that the broker
has been directed to deliver promptly to the Company funds sufficient to satisfy the tax obligations, or (B) the Participant’s
delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver
promptly to the Company an amount sufficient to satisfy the tax withholding by cash, wire transfer of immediately available funds
or check; provided that such amount is paid to the Company at such time as may be required by the Company,
(iv) to the extent permitted by the Administrator, delivery of a promissory note or any other lawful consideration or (v) to the
extent permitted by the Administrator, any combination of the foregoing payment forms. If any tax withholding obligation will be
satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating
the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to
instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s
behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s
acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and
authorization to such brokerage firm to complete the transactions described in this sentence.


 


10.5          
Amendment of Award; Repricing. The Administrator may amend, modify or terminate any outstanding Award, including
by substituting another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive
Stock Option to a Nonqualified Stock Option. The Participant’s consent to such action will be required unless (i) the action,
taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award,
or (ii) the change is permitted under Article IX (Adjustment for Changes in Shares and Certain Other Events) or pursuant
to Section 11.6 (Section 409A). In addition, the Administrator shall, without the approval of the stockholders of the Company,
have the authority to (a) amend any outstanding Option or Stock Appreciation Right to reduce its exercise price per Share, or (b)
cancel any Option or Stock Appreciation Right in exchange for cash or another Award.


 






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10.6          
Conditions on Delivery of Shares. The Company will not be obligated to deliver any Shares under the Plan or remove
restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s
satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have
been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the
Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or
appropriate to satisfy Applicable Law, including to the extent applicable, any lock-up agreement. The Company’s inability
to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful
issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which
such requisite authority has not been obtained.


 


10.7          
Delivery of Warrants. An Award may be settled by delivering warrants, entitling the holder to the immediate subscription
of one Common Share against the (at the time) quota value of such Common Share, and which shall be immediately converted into Common
Shares pursuant to this Section 10.7. The Participants hereby irrevocably and unconditionally authorize the Administrator to procure
the immediate exercise of each such warrant and the subscription of Common Shares as a result of such exercise as described in
the previous sentence. The exercise price, if any, payable by a Participant as a result of the immediate exercise of such warrant
shall be deemed paid by the Company on behalf of such Participant and shall be deducted from any salary or other compensation payable
to such Participant by the Company or any relevant Subsidiary. For the avoidance of doubt, no Awards shall be entitled to settlement
in any amount greater than the value of the Common Shares underlying the Award.


 


10.8          
Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or
partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.


 


Article
XI.

MISCELLANEOUS


 


11.1          
No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant
of an Award will not be construed as giving a Participant the right to continue employment or any other relationship with the Company.
The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement or other written agreement
between the Participant and the Company or any Subsidiary.


 


11.2          
No Rights as Shareholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary
will have any rights as a shareholder with respect to any Shares to be distributed under an Award until becoming the record holder
of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Law
requires, the Company will not be required to deliver to any Participant certificates evidencing Shares
issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable, its
transfer agent or stock plan administrator). The Company may place legends on any share certificate or book entry to reference
restrictions applicable to the Shares.


 


11.3          
Effective Date. The Plan was adopted by the Company on March 17, 2021, and will become effective on the
date of its approval by the shareholders of the Company (the “Effective Date”).


 


11.4          
Amendment of Plan. The Board may amend, suspend or terminate the Plan at any time and from time to time; provided
that (i) no amendment requiring shareholder approval to comply with Applicable Law shall be effective unless approved by the Board,
and (ii) no amendment, other than an increase to the Overall Share Limit or pursuant to Article IX (Adjustment for Changes in
Shares and Certain Other Events) or Section 11.6 (Section 409A), may materially and adversely affect any Award outstanding
at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan after Plan
termination. Awards outstanding at the time of Plan termination will continue to be governed by the Plan and the Award Agreement,
as in effect before such termination. The Board will obtain shareholder approval of any Plan amendment to the extent necessary
to comply with Applicable Law or required under the rules of any securities exchange or market system on which the Shares are listed.


 






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11.5          
Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants, establish subplans
or procedures under the Plan or take any other necessary or appropriate action to address Applicable Law, including, without limitation,
(a) differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency,
employee benefit or other matters, (b) listing and other requirements of any foreign securities exchange, and (c) any necessary
local governmental or regulatory exemptions or approvals.


 


11.6          
Section 409A.


 


(a)               
General. The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such
that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any
Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend the Plan or Awards, adopt
policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are
necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt the
Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and
other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties
as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 11.6
or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability
to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute
noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.


 


(b)               
Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A,
any payment or settlement of such Award upon a Participant’s Termination of Service will, to the extent necessary to avoid
taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of
Section 409A), whether such “separation from service” occurs upon or after the Participant’s Termination of Service.
For purposes of the Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,”
 “termination of employment” or like terms means a “separation from service.”


 


(c)               
Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s)
of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as
defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to
the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately
following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead
be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively
practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable
more than six months following the Participant’s “separation from service” will be paid at the time or times
the payments are otherwise scheduled to be made.


 






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11.7          
Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer
or other employee of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary,
or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual
will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity
as an Administrator, director, officer or other employee of the Company or any Subsidiary. The Company will indemnify and hold
harmless each director, officer or other employee of the Company or any Subsidiary that has been or will be granted or delegated
any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’
fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act
or omission concerning the Plan unless arising from such person’s own fraud or bad faith; provided that he or she gives the
Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on
his or her own behalf.


 


11.8          
Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of personal data as described in this Section by and among the Company
and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation
in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including
the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification
number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details,
to implement, manage and administer the Plan and Awards (the “Data”). The Company and its Subsidiaries
and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s
participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting
the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s
country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’
country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data,
in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any
required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares.
The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s
participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request
additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections
to the Data regarding the Participant or refuse or withdraw the consents in this Section 11.8 in writing, without cost, by contacting
the local human resources representative. The Company may cancel Participant’s ability to participate in the Plan and, in
the Administrator’s sole discretion, the Participant may forfeit any outstanding Awards if the
Participant refuses or withdraws the consents in this Section 11.8. For more information on the consequences of refusing or withdrawing
consent, Participants may contact their local human resources representative.


 


11.9          
Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason,
the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if
the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.


 


11.10       
Non-Uniform Determinations. The Administrator’s determinations under the Plan and Award Agreements need not
be uniform and any such determinations may be made by it selectively among persons who receive, or are eligible to receive, Awards
under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Administrator
will be entitled, among other things, to make non-uniform and selective determinations under Award Agreements, and to enter into
non-uniform and selective Award Agreements, as to (i) the persons to receive Awards, (ii) the terms and provisions of Awards and
(iii) whether a Participant’s employment has been terminated for purposes of the Plan.


 






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11.11       
Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement
between a Participant and the Company (or any Subsidiary), the Plan will govern, unless such Award Agreement or other written agreement
was approved by the Administrator and expressly provides that a specific provision of the Plan will not apply.


 


11.12       
Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of Sweden,
without regard to the conflict of law rules thereof or of any other jurisdiction.


 


11.13       
Other Agreements. Notwithstanding the above, the Administrator may require, as a condition to the grant of and/or
the receipt of Shares or other securities under an Award, that the Participant execute lock-up, stockholder or other agreements,
as it may determine in its sole and absolute discretion.


 


11.14       
Clawback Provisions. All Awards (including the gross amount of any proceeds, gains or other economic benefit the
Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying
the Award) will be subject to recoupment by the Company to the extent required to comply with Applicable Law or any policy of the
Company providing for the reimbursement of incentive compensation, whether or not such policy was in place at the time of grant
of an Award.


 


11.15       
Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict,
the Plan’s text, rather than such titles or headings, will control.


 


11.16       
Conformity to Applicable Law. Participant acknowledges that the Plan is intended to conform to the extent necessary
with Applicable Law. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in a manner
intended to conform with Applicable Law. To the extent Applicable Law permit, the Plan and all Award Agreements will be deemed
amended as necessary to conform to Applicable Law.


 


11.17       
Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits
under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary,
except as expressly provided in writing in such other plan or an agreement thereunder.


 


11.18       
Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation.
With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or Award Agreement
shall give the Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary.


 


11.19       
Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan and any Award
granted or awarded to any individual who is then subject to Section 16 of the Exchange Act shall be subject to any additional limitations
set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any
amendments thereto) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law,
the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable
exemptive rule.


 


11.20       
Lock Up Period. The Company may, at the request of any underwriter representative
or otherwise, in connection with registering the offering of any Company securities under the Securities Act, prohibit Participants
from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during a period of up to
180 days following the effective date of a Company registration statement filed under the Securities Act, or such longer period
as determined by the underwriter.


 


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