Exhibit 10.7


 


Employee Share Participation Plan


 


dated
June 22, 2022


 


of


 


MoonLake Immunotherapeutics AG, Zug, Switzerland


 






     


     


    

 


Table of Contents


 


	1.	General Terms	3
	2.	Interpretations	3
	3.	Definitions	3
	4.	Administration of the Participation Plan	8
	5.	Size and Funding of the Participation Plan	8
	6.	Right to Participate	8
	7.	Grant and acquisition of Shares	9
	8.	Conditions Precedent regarding the Transfer of TItle	10
	9.	Reverse Vesting	10
	9.1	Vesting Schedule	10
	9.2	Leaver Call Options	12
	9.2.1	Termination of Contractual Relationship as a Good Leaver	12
	9.2.2	Termination of Contractual Relationship as a Bad Leaver	12
	9.3	Exercise of Leaver Call Options	12
	10.	Restrictions of transfer	13
	10.1	General Restrictions	13
	10.2	Right of First Refusal of the Company	13
	11.	Taxation and Social Security	14
	12.	Effective Date / Amendment and Termination of the Plan	15
	13.	Country-Specific Amendments	15
	14.	Data Privacy	15
	15.	Disclaimer	16
	16.	Miscellaneous	16
	17.	Governing Law and Jurisdiction	17
	Annex 1	Form of Allocation Agreement	18
	Annex 2	Form of Accession	21



 



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		1.	General Terms



 


MoonLake Immunotherapeutics AG is
a stock corporation duly organized according to art. 620 ss. of the Swiss Code of Obligation and domiciled in Zug, Switzerland.


 


With the present Participation Plan,
the Company creates an instrument to enable eligible Employees and Members of the Board to participate in the Company at favourable conditions.


 


The purpose of this Participation
Plan is to attract and retain the best available personnel and to provide Participants with additional incentive to increase their efforts
on behalf and in the best interest of the Company and its subsidiaries. The Participation Plan is intended to accomplish these goals by
enabling the Company to grant Shares.


 


This Participation Plan sets forth
the general rules and conditions of the grant of such Shares, whereas the individual Allocation Agreements entered into by the Company
and the Participants will contain the specifically agreed terms and conditions of a Share grant.


 


The terms of this Participation Plan
apply upon the acquisition of Shares by eligible Employees and Members of the Board as of the implementation by the Board until the Board
decides in its own discretion to terminate this Participation Plan.


 


		2.	Interpretations



 


The present Participation Plan is
only applicable in its entirety. Neither the eligible person nor third parties might derive any rights from individual provisions that
are not in connection with the Participation Plan in its entirety.


 


		3.	Definitions



 


All person-related language in this
Participation Plan refers to both males and females.


 


	
    Accelerated Vesting Date:
	shall have the meaning ascribed to it in Section 9.1.

                                                                 

	 	 
	Administrator:	shall have the meaning ascribed to it in Section 4.



 






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	Allocation Agreement:	means the agreement between the Company and a Participant, substantially in the form of Annex 1 .
	 	 
	Articles of Association:	means the articles of association of the Company, as amended from time to time.
	 	 
	Bad Leaver:	
    means a Participant whose Contractual Relationship
    is terminated:

     

    a)    by
    the Company or any of its subsidiaries for any reason which justified or would have justified the termination of the employment or director
    relationship for cause (“aus wichtigem Grund”) within the meaning of article 337 of the Swiss Code of Obligations,
    or article 337 of the Swiss Code of Obligations by analogy, or such foreign law as may be applicable for determining termination for cause,
    provided that any reason qualifying as “cause” within article 337 of the Swiss Code of Obligations shall constitute “cause”
    also for the purposes of any foreign applicable law;

     

    b)    by
    the Company or any of its subsidiaries for the reason that the Participant has violated material provisions of his/her Contractual Relationship;
    and

     

    c)    by
    the Company or any of its subsidiaries or the Participant where the Participant, at the time of termination, qualified as Good Leaver
    but where the Company or any of its subsidiaries, after the termination, have become aware of facts that (in the reasonable opinion of
    the Administrator) would have resulted in the Participant qualifying as Bad Leaver based on para a) or b) above.

     

    provided in such cases, however,
    that even in the event of an amicable settlement agreement (Aufhebungsvereinbarung) being concluded in lieu of a termination, the
    Participant shall continue to be a Bad Leaver where the requirements for such qualification pursuant to this definition are met.




 






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	Board:	means the board of directors of the Company.

                                                

	 	 
	Change of Control:	means any transfer of shares in one or a series of related transactions that results in the proposed acquirer (including a shareholder) holding directly, or indirectly through one or more intermediaries, more than 50% of the then issued share capital of the Company or MLTX, whichever occurs first.
	 	 
	Change of Control Notice:	shall have the meaning ascribed to it in Section 9.1.
	 	 
	Company:	means MoonLake Immunotherapeutics AG, Dorfstrasse 29, 6300 Zug, Switzerland, CHE-433.093.536.
	 	 
	Confidential Information:	shall have the meaning ascribed to it in Section 16.
	 	 
	Consultant	means any individual or legal entity which is engaged as a consultant, advisor or service provider of the Company or any of its subsidiaries, excluding individuals which are in an employment relationship with the Company or any of its subsidiaries.
	 	 
	Contractual Relationship:	means the employment relationship, the director relationship or the consultancy relationship between a Participant and the Company or any of its subsidiaries, as the case may be, which was in effect at the Grant Date.
	 	 
	Disability:	means permanent and total disability (Invalidität) as defined under the Swiss federal law on the general part of the social security law (ATSG) (Bundesgesetz über den Allgemeinen Teil des Sozialversicherungsrechts [ATSG]) or such foreign law as may be applicable for determining disability.
	 	 
	Eligible Persons:	means all Employees, Members of the Board and Consultants of the Company and its current and future wholly owned subsidiaries who are eligible to acquire Options according to this Participation Plan and its annexes.



 






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	Employee:	means any person in an employment relationship with the Company or any of its subsidiaries, other than Members of the Board or advisors.
	 	 
	Good Leaver:	means a Participant whose Contractual Relationship is terminated by the Company or its subsidiaries or by the Participant, in each case for whatever reason other than for reasons that would qualify the Participant as a Bad Leaver.
	 	 
	Grant Date:	means the date, determined by the Administrator in the Allocation Agreement, on which Shares under this Participation Plan are granted to a Participant.
	 	 
	IPO	means the listing of shares of the Company, or, if any, of the parent company of the Company, on a recognized stock exchange, which occurred with the listing of MLTX on NASDAQ. 
	 	 
	Leaver Call Options:	shall have the meaning ascribed to it in Section 9.1.
	 	 
	Leaver Call Options Exercise Notice:	shall have the meaning ascribed to it in Section 9.3.
	 	 
	Leaver Shares:	shall have the meaning ascribed to it in Section 9.1.
	 	 
	Member of the Board:	means any individual member of the Board of the Company or its subsidiaries.
	 	 
	MLTX	means MoonLake Immunotherapeutics, Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
	 	 
	Participant:	means an Eligible Person who actually acquires Shares under the terms and conditions of this Participation Plan.



 






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	Participation Plan:	means the present share participation plan, as it may from time to time be amended, restated, supplemented or otherwise modified.
	 	 
	Right of First Refusal:	shall have the meaning ascribed to it in Section 10.2.
	 	 
	Right of First Refusal Exercise Notice:	shall have the meaning ascribed to it in Section 10.2.
	 	 
	Right of First Refusal Notice:	shall have the meaning ascribed to it in Section 10.2.
	 	 
	Section:	means a section of this Participation Plan.
	 	 
	Share(s):	means registered common shares with restricted transferability of the Company with a nominal value of CHF 0.10 each. 
	 	 
	Shareholders’ Agreement	means the Shareholders’ Agreement dated April 5, 2022, between MLTX, the Investors (as such term is defined in the Shareholders’ Agreement), the Founders (as such term is defined in the Shareholders’ Agreement), the Employees (as such term is defined in the Shareholders’ Agreement) and the Company (as such term is defined in the Shareholders’ Agreement) in relation to the Company (as the same may from time to time be amended, restated, supplemented or otherwise modified). It being understood and agreed that such Shareholders’ Agreement will contain, inter alia, transfer restrictions regarding the Shares (including but not limited to lock-up periods, rights of first refusals, purchase rights, drag-along rights) but that the transfer restrictions determined in this Participation Plan shall prevail.
	 	 
	Vesting Period:	shall have the meaning ascribed to it in Section 9.1.
	 	 
	Vesting Schedule:	shall have the meaning ascribed to it in Section 9.1.



 






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		4.	Administration of the Participation Plan



 


This Participation Plan shall be administered
by the Board or any other corporate body, committee or individual appointed by the Board from time to time (the “Administrator”).


 


The Administrator shall have full
discretional power and authority, subject to the provisions of this Participation Plan, to:


 


		a)	select the Participants eligible for receiving Shares under this Participation Plan;



 


		b)	grant Shares, on such terms, consistent with the rules of this Participation Plan, as it shall determine
in its sole discretion;



 


		c)	establish such rules and regulations as it may deem appropriate for the proper administration and operation
of the Participation Plan;



 


		d)	make such determinations under, and such interpretations of, and to take such steps in connection, with
the Participation Plan and the Shares granted thereunder as it considers necessary or advisable; and



 


		e)	amend or terminate the Participation Plan in accordance with Section 12.



 


All decisions, determinations and
interpretations of the Administrator regarding the Participation Plan shall be final and binding for the Eligible Persons and the Participants.


 


		5.	Size and Funding of the Participation Plan



 


The Participation Plan is based on
article 4 of the Articles of Association, as amended from time to time. Article 4 currently provides for a conditional increase of the
share capital of a maximum of CHF 2’847.20 by the issuance of a maximum of 28’472 Shares with a nominal value of CHF 0.10
each. The Participation Plan may furthermore be funded through treasury shares within the meaning of art. 659 of the Swiss Code of Obligations.


 


		6.	Right to Participate



 


The Administrator shall select the
Employees and the Members of the Board who are eligible to participate under this Participation Plan at its sole discretion. It being
understood that the Administrator might decide that no one shall be eligible in one or several relevant year(s).


 






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The Administrator shall also determine
at its sole discretion about:


 


		a)	the number of Shares offered to each specific Eligible Person;



 


		b)	the Grant Date;



 


		c)	the offered purchase price of the Shares (it being understood that the Shares may also be granted free
of charge or in lieu of salary payments);



 


		d)	as well as all other parameters of the offered Shares;



 


all in accordance with the provisions
of this Participation Plan.


 


The participation right of the Eligible
Person is personal and non-transferable.


 


Neither the establishment of this
Participation Plan, nor the eligibility to participate, nor the granting of Shares hereunder, nor any (other) action of the Company or
the Administrator in connection with this Participation Plan does create any right to any (further) participation or continued employment
or mandate of the Company. The election as an Eligible Person as well as the granting of any rights or payments under this Participation
Plan is on a voluntary basis, which does not create any right of future participation. Even repeated grants without the reservation of
voluntariness shall not create any legal claim for the Eligible Persons and the Participants, neither in respect to their cause nor their
amount nor for the past nor for the future.


 


		7.	Grant and acquisition of Shares



 


The grant of Shares to a Participant
under this Participation Plan and the respective terms and conditions thereof shall be evidenced by an Allocation Agreement, substantially
in the form of Annex 1 or such other form as the Administrator may determine from time to time, duly signed by the Company and
the Participant.


 


The Administrator shall inform the
Eligible Person about the number of offered Shares and the purchase price per Share by sending an Allocation Agreement to the Eligible
Person. Simultaneously, the Administrator shall determine and inform the Eligible Person about the deadline until when the Eligible Person
might accept the offer.


 


By returning, the duly completed and
duly signed Allocation Agreement to the Company within the deadline set by the Administrator, the Eligible Person irrevocably accepts
the grant of the offered Shares (to the extent indicated in the Allocation Agreement) according to the terms and conditions set out in
the Allocation Agreement and this Participation Plan.


 






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In particular, by returning the duly
completed and duly signed Allocation Agreement the Participant undertakes to pay the purchase price and to acquire the indicated number
of Shares at the Grant Date.


 


The transfer of title takes place
at the Grant Date determined by the Administrator if the conditions precedent of grant set out in Section 8 are met.


 


By signing the Allocation Agreement,
the Participant entitles the Company to register the Participant as the owner of the acquired Shares into the shareholders’ register
of the Company.


 


No Eligible Person shall have any
right or claim under this Participation Plan, unless he/she has specifically been granted Shares based on a counter-signed Allocation
Agreement and has thus become a Participant. The promise to grant Shares, or the attribution of Shares in any document other than in an
Allocation Agreement shall not be considered as a valid grant of Shares until it is formalized in an Allocation Agreement pursuant to
this Participation Plan.


 


As of the date of signing the Allocation
Agreement by the Participant, the terms and provisions of this Participation Plan form an integral part of the employment or director
relationship of the Participant with the Company.


 


		8.	Conditions Precedent regarding the Transfer of TItle



 


Full legal title in the respective
Shares (including voting and dividend rights) shall transfer to the Participant at the Grant Date, subject to the fulfilment of the following
conditions precedent and unless otherwise agreed upon in the Allocation Agreement or the Participation Plan:


 


		a)	the Participant’s Contractual Relationship is not being terminated at the Grant Date; and



 


		b)	the Participant has signed the form of accession to the then current Shareholders’ Agreement as
Employee Shareholder (as defined in the Shareholders’ Agreement), substantially in the form of Annex 2, as amended from time
to time.



 


		9.	Reverse Vesting



 


		9.1	Vesting Schedule



 


100% of the Shares granted to a Participant
under this Participation Plan shall be considered unvested at the Grant Date and, therefore, be subject to a reverse vesting and respective
call option (the «Leaver Call Options») as further set forth in this Section 9 (the «Leaver Shares»).


 






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The Leaver Shares of each Participant
shall (reverse) vest over a period of 4 years (the «Vesting Period») as follows (the «Vesting Schedule»):


 


		a)	on the first anniversary of the Grant Date, 25% of the Shares shall vest, whereas fractions of Shares
shall be rounded down to the next full number;



 


		b)	on the second anniversary of the Grant Date, 25% of the Shares shall vest, whereas fractions of Shares
shall be rounded down to the next full number;



 


		c)	on the third anniversary of the Grant Date, 25% of the Shares shall vest, whereas fractions of Shares
shall be rounded down to the next full number;



 


		d)	on the fourth and last anniversary of the Grant Date, all Options shall fully vest.



 


If a Participant, after the Grant
Date, ceases to provide services to the Company due to sickness, accident, parental leave or any other voluntary or involuntary leave
of absence, vesting of unvested shares shall be put on hold 90 calendar days after the beginning of such a leave of absence. The vesting
shall continue when the Participant resumes his/her services to the Company.


 


If a Participant reduces his/her workload
by more than 30% compared to the workload on the Grant Date, the Vesting Schedule for unvested shares shall be extended proportionately.


 


Upon the occurrence of a Change of
Control, the Administrator shall notify the Participant (the “Change of Control Notice”) that all Shares which have
not vested by virtue of the Vesting Schedule agreed upon in the Allocation Agreement, shall continue to vest in accordance with the Vesting
Schedule except that any and all unvested Shares shall be deemed fully vested at the earlier of (the “Accelerated Vesting Date”):


 


		a)	12 months (or such shorter period determined by the Board in the Change of Control Notice) after the occurrence
of a Change of Control; or



 


		b)	the date after the occurrence of the Change of Control on which a termination notice is served in relation
to the relevant Contractual Relationship with the Company or its subsidiaries by the Company or the subsidiary for any reason that would
not qualify the Participant as a Bad Leaver or by the Participant for good cause within the meaning of article 337 of the Swiss Code of
Obligations or article 337 of the Swiss Code of Obligations by analogy (or an equivalent provision under any applicable foreign law).



 






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		9.2	Leaver Call Options



 


		9.2.1	Termination of Contractual Relationship as a Good Leaver



 


If, before the end of the Vesting Period,
the Contractual Relationship of the relevant Participant is terminated and the Participant qualifies as a Good Leaver, the Company, or
any third party designated by it, shall have an option to purchase all or a pro rata portion of the Leaver Shares that are unvested on
the day the termination becomes effective at the nominal value.


 


		9.2.2	Termination of Contractual Relationship as a Bad Leaver



 


If, before the end of the Vesting Period,
the Contractual Relationship of the relevant Participant is terminated and the Participant qualifies as a Bad Leaver, the Company, or
any third party designated by it, shall have an option to purchase all or a pro rata portion of all Leaver Shares, irrespective of whether
they have already vested or not, at nominal value.


 


		9.3	Exercise of Leaver Call Options



 


In the event of a termination of the
employment relationship, if the Company, or any third party designated by it, wishes to exercise the Leaver Call Options, the Company,
or the third party designated by it, shall notify the relevant Participant (or, as the case may be, their legal successor, receiver, insolvency
judge or any other person with the right to act on behalf of the relevant Shareholder or their estate) within 30 calendar days of the
effective date of the termination and state in such notice the number of Leaver Shares that the Company, or the third party designated
by it, wishes to purchase and the purchase price for such Shares as determined by the Administrator in accordance with Section 9.2 (the
«Leaver Call Options Exercise Notice»).


 


The transfer of the relevant Leaver
Shares against payment of the purchase price shall be consummated within 60 calendar days from the date of the Leaver Call Options Exercise
Notice.


 


Each Participant hereby (i) assigns
and transfers to the Company, and the Company hereby accepts such assignment and transfer, upon and with effect as of the occurrence of
a termination of the Contractual Relationship, in each case, as required to effect a transfer of Shares by such Participant pursuant to
this Section 9.


 


Sections 14.3 (Right of First Refusal)
and 14.6 (Purchase Option) of the Shareholders’ Agreement shall not apply in case Leaver Call Options are exercised.


 






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		10.	Restrictions of transfer



 


		10.1	General Restrictions



 


Any Shares acquired under this Participation
Plan are subject to such transfer restrictions as set forth in this Participation Plan, the Articles of Association, the Shareholders’
Agreement, the applicable securities law provisions and by the Board.


 


The Shares granted under this Participation
Plan will be delivered into a blocked custody account with the Company or a designated third party, unless the Administrator orders otherwise.


 


No Participant shall, except with
the prior written consent of the Board and subject to the Drag-Along and Tag-Along Rights (as defined in the Shareholders’ Agreement)
and the Leaver Call Options, transfer Leaver Shares during the Vesting Period.


 


No Participant shall
pledge, hypothecate, assign by way of security or otherwise create any lien, encumbrances, charges or third party right on any Shares
or any right granted under this Participation Plan. The Shares shall remain free and clear of any liens, encumbrances, charges or any
other third party rights.


 


		10.2	Right of First Refusal of the Company



 


Each Participant hereby grants to
the Company, or to any third party designated by it, a right of first refusal with respect to the Shares granted under this Participation
Plan in the event such Participant wishes to transfer all or a part of such vested Shares to a third party (including another shareholder
of the Company) (the “Right of First Refusal”).


 


In such a case, the Participant shall
submit to the Company (i) an offer stating the price and terms of the proposed transfer (including the identity of the proposed acquirer
(if any) and (ii) a copy of such offer (if any) (the “Right of First Refusal Notice”). The price and terms of the Right
of First Refusal shall either be the price and terms of the bona fide purchase offer from a third party or, in the absence of such a third
party offer, the price and terms offered by the Participant in the Right of First Refusal Notice.


 


If the Company wishes to exercise
its right in respect of all or part of the relevant Shares it shall so notify the Participant within a period of 30 calendar days from
the receipt of the Right of First Refusal Notice (the “Right of First Refusal Exercise Notice”) from the Participant.


 






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The transfer of the relevant Shares
shall be consummated within 60 calendar days from receipt of the Right of First Refusal Notice.


 


In the event the Right of First Refusal
is not exercised or not exercised for all relevant offered Shares, the Participant shall be free, subject to further restrictions as may
apply under the Shareholders’ Agreement, the Articles of Association, this Participation Plan or any other arrangement, to transfer
the relevant Shares to the proposed acquirer, on terms not more favorable than those offered to the Company in the Right of First Refusal
Notice, within a period of three months after expiry of the 30 calendar day period to submit a Right of First Refusal Exercise Notice.
Thereafter, the procedure pursuant to this Section 10.2 shall be repeated prior to any such transfer.


 


		11.	Taxation and Social Security



 


Any social security and similar contributions
legally due on the allocation of Shares granted hereunder or on any other realization of income derived from the Shares are shared accordingly
to the applicable laws and agreements between the Company and such Participants. To the extent the Company has paid the Participant's
share of such contribution, the Participant shall upon demand reimburse the Company the amount so paid. The Company reserves the right
to withhold parts of the Participant’s ordinary salary or other remuneration (including Shares issuable or transferable under this
Participation Plan) to pay any employee’s contributions to social security, taxes or other duties, if financial means are not provided
by the Participant otherwise.


 


The Company shall disclose any taxable
income derived under this Participation Plan in the salary statement (Lohnausweis) as far as the Company is aware of such income,
and shall deduct the relevant source tax, if any.


 


To enable the Company to fully disclose
any taxable income derived under this Participation Plan, the Participant undertakes to immediately inform the Company about any realization
of income derived from the Options or the Shares, which the Company might not be aware of. Such duty includes (among others) to inform
the Company about any sale of Shares and about the terms and conditions thereof (including the purchase price).


 


It is the Participant’s responsibility
to adhere to, declare and pay all income, wealth or other taxes incurring by reason of his/her participation in this Participation Plan,
according to the tax laws of any state or country in which he/she has a tax obligation. The Company is not responsible for any consequences
of incorrect tax declarations.


 






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Any stamp duties and other costs directly
related to the issuance and delivery of the Shares, if any, payable by the Company shall be borne by the Company.


 


		12.	Effective Date / Amendment and Termination of the Plan



 


The Participation Plan has been approved
by the Board and became effective with the approval of the Board with retrospective effect as of April 5, 2022.


 


The Administrator may at any time
make amendments and modifications to this Participation Plan as it deems advisable, in its sole discretion, including those amendments
that may be necessary or desirable to comply with or conform to applicable tax laws. Furthermore, the Administrator is entitled to terminate
this Plan at any time.


 


The Administrator may issue other
employee participation plans, in replacement of this Participation Plan or in parallel to this Participation Plan, at any time and in
its sole discretion. It may offer Participants to transfer on a replacement plan even before expiry of this Participation Plan and under
such conditions as deemed equitable by the Company.


 


By signing the Allocation Agreement,
the Participant confers power of attorney to any individual member of the Administrator to sign, issue, execute, make and perform on behalf
of the Participant such powers, documents, instruments, certificates or acts that seem useful to the proxy in connection with a possible
going public of the Company on a recognized securities exchange.


 


Notwithstanding the foregoing, no
such amendment shall impair any of the granted rights of any Participant with respect to any Shares granted before.


 


		13.	Country-Specific Amendments



 


With respect to Participants who reside
or work outside Switzerland, the Administrator may, in its sole discretion, amend the terms of the Participation Plan or Allocation Agreement
with respect to such Participants in order to conform to such terms with the provisions of local law, and the Administrator may, where
appropriate, establish one or more sub-plans to reflect such amended or varied provisions.


 


		14.	Data Privacy



 


The Participant acknowledges and agrees
that the Company generates, keeps and processes personal data of the Participant for the purposes of administrating this Participation
Plan. The Participant further agrees that the Company may disclose personal data to the Company and other group companies and to its advisors
or authorities to the extent necessary for the proper administration of this Participation Plan or as permitted by applicable data protection
laws.


 






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		15.	Disclaimer



 


The Participants acknowledge and agree
by signing the Allocation Agreement:


 


		a)	that the Shares granted under this Participation Plan are granted without protection against future dilutive
effects (e.g. issuance of new Shares of the Company);



 


		b)	that since the Shares are currently not listed on any stock exchange or traded on any regular market the
Shares are illiquid in nature and the Participant may not be able to sell his Shares;



 


		c)	that the Company does not provide any warranty or guarantee whatsoever on a positive outcome of the business
and/or the value of the Company and its Shares;



 


		d)	that the investment is a venture capital investment and the risk of total loss of value regarding the
Shares cannot be excluded.



 


		16.	Miscellaneous



 


Any notices to be given to the Company
shall be deemed given properly if sent to the Company's head office, and any notice to be given to the Participants shall be deemed given
properly if sent to the Participant's personal domicile address or email address, which have been last notified by the Participant to
the Company.


 


The Participant agrees to keep secret
and confidential and not to use, disclose or divulge to any third party or to enable or cause any person to become aware of any of the
terms and conditions of this Participation Plan or the Allocation Agreement (all such information collectively "Confidential Information").


 


The non-disclosure obligation shall
not apply to any disclosure of Confidential Information required by law or regulations. In the event a disclosure of Confidential Information
is required by law or regulations (including, without limitation, for tax, audit or regulatory purposes), the Participant shall use all
reasonable efforts to arrange for the confidential treatment of the materials and information so disclosed.


 






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Each Participant, by signing the Allocation
Agreement, undertakes to comply strictly with all applicable laws and regulations, as well as with the Company's insider trading policies
and other limitations determined by the Administrator, as in effect from time to time, where relevant.


 


This Participation Plan, where required,
and the Allocation Agreement may be executed and amended in writing or in simple electronic form (e.g. through an electronic signature
provider such as DocuSign or AdobeSign or through a scanned copy of the original signature) and be delivered by electronic mail or another
transmission method; the counterpart so executed and delivered shall be deemed to have been duly executed and validly delivered and be
valid and effective for all purposes.


 


If at any time any provision of this
Participation Plan or any part of thereof is or becomes invalid or unenforceable, then neither the validity nor the enforceability of
the remaining provisions or the remaining part of the provision shall in any way be affected or impaired thereby. The invalid or unenforceable
provision or part thereof shall be replaced by a valid or enforceable provision, which shall best reflect the original intention and shall
to the extent possible achieve the same economic result.


 


		17.	Governing Law and Jurisdiction



 


This Participation Plan shall be subject
to, and governed by Swiss law (under the exclusion of its private international law statute and international treaties).


 


Any dispute arising under or in connection
with this Participation Plan shall be submitted, to the extent permitted by law, to the exclusive jurisdiction of the ordinary courts
at the registered offices of the Company.


 






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		Annex 1	Form of Allocation Agreement






 


This agreement is made by and between


 


MoonLake Immunotherapeutics AG


Dorfstrasse 29, Postfach 7444


6300 Zug


Switzerland


(hereinafter the “Company”)


 


and


 


[Name of Eligible Person]


[address]


[plc] [place]


(hereinafter the “Eligible Person”)


 


 Preamble




In consideration of the mutual covenants and agreements
herein contained, article 4 of the Articles of Association of the Company and pursuant to the Company's share participation
plan dated [date] which is attached hereto and made a part hereof (the “Participation
Plan”), the Company and the Eligible Person agree as follows. Unless defined otherwise herein, terms defined in the Participation
Plan shall have the same meanings when used herein.


 


		1.	Offer



 


The Company hereby offers to the Eligible Person, subject to the terms and conditions contained in this Allocation Agreement and in the
Participation Plan, to acquire:


 


	
    

    Award:
	max. [number] Shares
	 	 
	Purchase Price:	CHF [price] per Share
	 	 
	Grant Date:	[Grant Date]
	 	 
	Vesting:	[In accordance with Section 9.1 of the Participation Plan/In deviation to Section 9.1 of the Participation Plan, the Vesting Schedule shall be as follows: [...]]. 
	 	 
	Other Terms:	Pursuant to the provisions of the Participation Plan.
	 	 
	Validity Date of the Offer:	[Date]


 






    	Share Participation Plan	18



     


    

 


		2.	Acceptance



 


The Eligible Person accepts and exercises the right to acquire the following number of Shares (i.e. registered common shares with restricted
transferability of the Company with a nominal value of CHF 0.10 each) according to the terms and conditions contained in this Allocation
Agreement and in the Participation Plan:


 


	
    

    Number of Shares to be acquired:
	_________________


 


Furthermore, the Eligible Person accepts
to pay the following price for these Shares within [10] calendar days after signing this
Allocation Agreement:


 


	
    Price to be paid for such number
of Shares
	CHF _____________


 


By signing this Allocation Agreement,
the Eligible Person expresses complete acceptance and understanding of the terms set forth in the Participation Plan, in this Allocation
Agreement, in the Articles of Association and in any other document related thereto.


 


The Eligible Person acknowledges that
such Shares will be issued from [conditional capital according to Section 4 of the Articles of
Association of the Company] [treasury shares within the meaning of art. 659 of the Swiss
Code of Obligations].


 


In particular (including but not limited
to), the Eligible Person recognizes the voluntary nature of the offer and the grant and accepts that the present offer and grant may be
a one-time event and that no further grants may be made and that the Participation Plan may be amended or terminated by the Administrator
at any time. Furthermore, the Eligible Person is aware that the purchase of Shares is optional.


 


The Eligible Person acknowledges and
is fully aware of Section 9.2 and 10.2 of the Participation Plan (i.e. the leaver call options and the right of first refusal of the Company)
and the requirement to accede to the current Shareholders’ Agreement.


 






    	Share Participation Plan	19



     


    

 


		3.	Governing law and jurisdiction



 


Section 17 (Governing Law and Jurisdiction) of the Participation Plan is hereby incorporated mutatis mutandis


 


For MoonLake Immunotherapeutics AG


 


	 	 	 
	Place and Date	 	Name:
	 	 	 
	 	 	 
	Place and Date	 	Name:



 


Understood and agreed by [Name
of Eligible Person]


 


	 	 	 
	Place and date	 	Name:





 



    	Share Participation Plan	20



     


    

 


		Annex 2	Form of Accession



 


This form of accession (the “Declaration”)
is made by


 


[Name of Eligible Person]


[address]


[plc] [place]


(hereinafter the “New Shareholder”)


 


 Preamble




Helix, the Investors, the Founders, the Employees
(as such terms are defined in the Shareholders’ Agreement) and MoonLake Immunotherapeutics AG (hereinafter the «Company»)
have entered into a shareholders' agreement on April 5, 2022 (hereinafter the “Shareholders’ Agreement”).


 


Shares (as such term is defined in the Shareholders’
Agreement) are about to be transferred or issued to the New Shareholder pursuant to and in accordance with the Company’s Participation
Plan dated [date] (hereinafter the “Participation Plan”).


 


Therefore, the New Shareholder confirms and accepts
as follows:


 


		1.	Accession to the Shareholders’ Agreement



 


The New Shareholder confirms that
he/she has been supplied with, and has read a copy of, the Shareholders’ Agreement and covenants with each of the Parties (as such
term is defined in the Shareholders’ Agreement) to observe, perform and be bound by all the terms of the Shareholders’ Agreement
(as the same may from time to time be amended, restated, supplemented or otherwise modified) as an Employee.


 


		2.	Reservation



 


The New Shareholder makes the reservation,
that the leaver call options and right of first refusal of the Company according to the Participation Plan shall prevail the rights of
the shareholders according to the Shareholder Agreement.


 


Furthermore, the New Shareholder clarifies,
that the Company might exercise its prevailing right of first refusal for its own account as well as fiduciary for a third party or a
subsidiary.


 



    	Share Participation Plan	21



     


    

 


		3.	Address Confirmation



 


The New Shareholder confirms that
his address, for the purposes of section 17.5 of the Shareholders’ Agreement shall be as follows: [Name
of Eligible Person], [address], [plc]
, [place] .


 


		4.	Applicable Law and Jurisdiction



 


This Declaration and the transactions
contemplated hereby shall be governed, interpreted and construed by, under and pursuant to Swiss substantive law (under the exclusion
of its private international law statute and international treaties).


 


The ordinary courts at the Company’s
registered seat shall have exclusive jurisdiction over any disputes arising in connection with this Agreement.


 


Acknowledged and approved by [Name
of Eligible Person]


 


	 	 	 
	Place and date	 	Signature



 


 


	Share Participation Plan	22